Alaska Trade Practices
Title 45 Trade and Commerce
Chapter 45.45 Trade Practices
Article 10 Distributorships
(a) A distributor may not coerce or attempt to coerce a dealer to perform certain acts by using duress or by threatening to terminate the distributorship agreement or another agreement between the distributor and the dealer.
(b) In this section, "certain acts" means
(1) the purchase or acceptance of delivery of merchandise that has not been ordered by the dealer;
(2) the assignment, sale, or disposal of a contract or property; or
(3) making an expenditure that the dealer has not contracted to make.
(a) If a dealer maintains a stock of merchandise supplied for the dealer's resale under a distributorship agreement and if the distributor or the dealer terminates the distributorship agreement, the distributor shall, unless the dealer chooses to keep the merchandise, pay the dealer for the merchandise that was purchased from the distributor and that is held by the dealer on the date of the termination an amount equal to
(1) the fair market value for merchandise that is unused and for which the retailer has paid the distributor, plus 100 percent of the transportation charges paid by the dealer to return the merchandise to the distributor; in this paragraph,
(A) "fair market value" means the amount the distributor would realize from the sale of the merchandise to another retailer using reasonable good faith efforts;
(B) "unused" means unopened merchandise that is still in the original factory packaging or container;
(2) 85 percent of the current net price, as listed in the current price list or catalog of the distributor, for repair parts, including superseded parts; and,
(3) five percent of the current net price of repair parts to cover the handling, packing, and transportation of the repair parts back to the distributor.
(b) Upon payment of the amounts required by (a) of this section, the title to the merchandise passes to the distributor making the payment, and the distributor is entitled to the possession of the merchandise for which the payment was made.
(c) In (a) of this section, if a repair part is not listed in a current price list or catalog of the distributor, the current net price is the higher of the fair market value or the latest price published by the distributor for the repair part if a dealer has actual proof of the purchase of the repair part from the distributor and if the repair part was purchased within 10 years before the termination.
A distributor shall make the payments to the dealer under AS 45.45.710 not later than three months after the date the agreement is terminated. When the payment is made, the distributor shall provide the dealer with a final detailed statement of account for the merchandise.
Unless the distributorship agreement is continued by the personal representative, an heir, a devisee, or another successor in interest of the individual, upon the death or disability of an individual who is a dealer or holds a majority interest in a dealer, a distributor who supplied merchandise to the dealer shall repurchase from the personal representative, heir, devisee, or other successor in interest the merchandise that was purchased from the distributor and that remains when the distributorship agreement is terminated under this section. To repurchase under this section, the distributor shall pay an amount equal to the amount identified under AS 45.45.710 (a) and (c), and the repurchase is subject to AS 45.45.720 . In this section, "devisee," "heir," and "personal representative" have the meanings given in AS 13.06.050.
(a) In addition to any purchase of merchandise required by AS 45.45.710, if a distributor terminates a distributorship agreement or makes substantial changes in the competitive situation of the distributor's dealer with regard to distribution of the merchandise or services that are the subject of the distribution agreement, the distributor shall
(1) purchase that portion of the dealer's business directly affected by the distributorship agreement or the change, including assets and machinery, at commercially reasonable business valuations; and
(2) reimburse the dealer for the expenses that were necessarily incurred by the dealer
(A) for that portion of the dealer's business covered by the distributorship agreement; and
(B) during the 12 months before the termination or change.
(b) In this section, "change" does not include making a price change that affects similarly situated dealers equally.
(a) A distributor may not require a dealer to agree to any of the following terms in a distributorship agreement, or in another agreement that is ancillary to a distributorship agreement, as a condition of an offer, grant, or renewal of a distributorship agreement or ancillary agreement:
(1) a requirement that the dealer waive a trial by jury in court cases involving the distributor;
(2) a requirement that disputes between the distributor and the dealer be submitted to arbitration or to any other binding alternate dispute resolution procedure, except authorization for the submission of a dispute to arbitration or to binding alternative dispute resolution if the distributor and dealer voluntarily agree to submit the dispute to arbitration or binding alternative dispute resolution when the dispute arises;
(3) a requirement that the dealer pay the attorney fees of the distributor;
(4) a requirement that prohibits a firearms dealer from selling firearms or related accessories, the sale of which is otherwise legal, but which the firearms distributor does not manufacture or distribute; or
(5) a requirement that the agreement be subject to the laws of a state other than Alaska.
(b) The provisions of (a) of this section do not apply to an agreement where a lease or sale of real property is the main purpose of the agreement.
(a) A dealer may bring an action in court against a distributor if the distributor engages in activity prohibited under AS 45.45.700 - 45.45.790.
(b) In an action brought under (a) of this section, the dealer may obtain one or more of the following types of relief that apply to the specific action of the dealer:
(1) damages suffered by the dealer as a result of the activity;
(2) an injunction enjoining the distributor from engaging in the activity;
(3) a requirement that the distributor make a payment or a purchase required by AS 45.45.700 - 45.45.790;
(4) any other relief determined by the court to be appropriate under the circumstances.
(c) In this section, "activity prohibited under AS 45.45.700 - 45.45.790" means
(1) coercion or attempted coercion under AS 45.45.700;
(2) terminating a distributorship agreement without paying the dealer as required by AS 45.45.710;
(3) failing to pay the dealer within the time established by AS 45.45.720;
(4) failing to provide the statement of account as required by AS 45.45.720;
(5) failing to make a repurchase payment required by AS 45.45.730;
(6) failing to make a purchase as required by AS 45.45.740 (a)(1);
(7) failing to make the reimbursement required by AS 45.45.740 (a)(2); or
(8) violating AS 45.45.750.
(a) AS 45.45.700 - 45.45.790 do not apply to
(1) a distributorship agreement that would be considered a franchise regulated by 15 U.S.C. 2801 - 2841 (Petroleum Marketing Practices Act);
(2) a situation regulated by AS 45.50.800 - 45.50.850;
(3) a distributorship agreement, including a franchise agreement, for the sale, repair, or servicing of motor vehicles that are required to be registered under AS 28.10;
(4) an activity or agreement by a person licensed under AS 04 if the activity or agreement is within the scope of the license or is incidental to the activity or agreement that is within the scope of the license;
(5) a distributorship agreement or another contract between a person licensed under AS 04 and a distributor, manufacturer, importer, supplier, or wholesaler of alcoholic beverages who is not located in this state if the subject of the agreement or contract is the distribution of alcoholic beverages to the licensed person by the distributor, manufacturer, importer, supplier, or wholesaler;
(6) a distributor, manufacturer, importer, supplier, or wholesaler of alcoholic beverages;
(7) a distributorship agreement for the sale or distribution of, or other transaction involving, cigarettes, food, drink, or a component of food or drink; in this paragraph, "cigarette" has the meaning given in AS 43.50.170 ; or
(8) a manufacturer with 50 or fewer employees.
(b) In (a) of this section, "alcoholic beverage" has the meaning given in AS 04.21.080.
In AS 45.45.700 - 45.45.790,
(1) "dealer" means a person who enters into a distributorship agreement and who, under the agreement, receives merchandise or services from a distributor;
(2) "distributor" means a person who enters into a distributorship agreement and who, under the agreement, provides merchandise or services to a dealer; the term includes
(A) a wholesaler;
(B) a manufacturer;
(C) a person that is a parent corporation or an affiliated corporation of a person identified in (A) or (B) of this paragraph; and
(D) a field representative, an officer, an agent, or another direct or indirect representative of a person identified in (A), (B), or (C) of this paragraph;
(3) "distributorship agreement" means an agreement, whether express, implied, oral, or written, between two or more persons
(A) by which a person receives the right to
(i) sell or lease merchandise or services at retail or wholesale; or
(ii) use a trade name, trademark, service mark, logotype, advertising, or other commercial symbol; and
(B) in which the parties to the agreement have a joint interest, whether equal or unequal, in the offering, selling, or leasing of the merchandise or services;
(4) "merchandise" includes parts and accessories;
(5) "terminate" includes failing to renew.
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