MARVIN MANDEL, Governor

337

TERMINATION OR CANCELLATION OF A MARKETING AGREEMENT, IT
IS A DEFENSE THAT THE MARKETING AGREEMENT HAS TERMINATED
OR CANCELLED:

(1)   BY MUTUAL AGREEMENT OF THE PARTIES;

(2)    BECAUSE OF THE BANKRUPTCY OR INSOLVENCY OF THE
DEALER;

(3)   BECAUSE THE DEALER FAILED TO COMPLY WITH AN
EXPRESS REQUIREMENT OF THE MARKETING AGREEMENT; OR

(4) BECAUSE THE DEALER FAILED TO ACT IN GOOD FAITH
IN CARRYING OUT THE TERMS OF THE MARKETING AGREEMENT.

REVISOR'S NOTE: This section presently appears as
Art. 23, §167G.

Reference to a marketing agreement "with the
distributor" is deleted as unnecessary in
light of the definition of "marketing
agreement" contained in §11—301(d).

The only other changes are in style.

The Commission is uncertain as to whether and
to what extent the provisions of this section,
particularly items (3) and (4), were intended
to limit or otherwise modify the concept of a
"material" breach by the dealer, which is an
expressed exception to the goodwill payment
provisions of §11-304(i); cf., §11-304(i)(3).

The Commission also notes that, although Ch.
852, Acts of 1974, amended what are now §
11—304(9) and (i) to prohibit an unreasonable
refusal to renew a marketing agreement and to
provide for certain goodwill payments in the
event of a termination, cancellation, or
unreasonable refusal to renew, this
section—perhaps deliberately—was left
unamended, without apparent application to an
action based on a refusal to renew.

11-306. NOTICE OF INTENT REQUIRED TO RAISE DEFENSES.

(A) NOTICE REQUIRED TO RAISE DEFENSE.

A PARTY TO A MARKETING AGREEMENT MAY NOT RAISE ANY
DEFENSE SET OUT IN §11-305 UNLESS HE GIVES WRITTEN NOTICE
TO THE OTHER PARTY OF HIS INTENT TO TERMINATE OR CANCEL
THE AGREEMENT. THIS NOTICE SHALL BE GIVEN IN PERSON OR
BY REGISTERED OR CERTIFIED MAIL AT LEAST 60 DAYS BEFORE
THE DATE ON WHICH HE INTENDS TO TERMINATE OR CANCEL IT.