B) entered into or renewed on or after the date of enactment of this Act (the term of which franchise is 3 years or longer or with respect to which the franchisee was offered a term of 3 years or longer),

unless the notification requirements of section 104 are met, and a determination is made by the franchisor, in good faith and in the normal course of business, to withdraw from the marketing of motor fuel in the relevant geographic market area in which the premises, which are the subject of the franchise, are located.

(c) Except as provided in subsections (a) and (b) and section 103, no franchisor may fail to renew any franchise (without regard to the date on which such franchise was entered into or renewed), unless the notification requirements of section 104 are met, and

(1) (A) the franchisor and the franchisee fail to agree to reasonable changes or additions to the provisions of the franchise, unless such failure is the result of the franchisor's insistence upon such changes or additions for the primary purpose of preventing the renewal of the franchise;

(B) the franchisor received numerous bona fide customer complaints concerning the franchisee's operation of the premises which are the subject of the franchise, the existence and nature of which complaints the franchisee was promptly apprised following receipt of such complaints by the franchisor and, if such complaints related to the condition of such premises or to the conduct of any employee of such franchisee, the basis of which complaints was not promptly cured or corrected by the franchisee; or

(C) the franchisee repeatedly failed to operate the premises which are the subject of the franchise in a clean, safe, and healthful manner after having received repeated notices of such failures from the franchisor; or

(2)(A) in the case of any franchise entered into prior to the date of the enactment of this Act and, in the case of any franchise entered into or renewed on or after such date (the term of which 3 years or longer or with respect to which the franchisee was offered a term of 3 years or longer), a determination is made by the franchisor, in good faith and in the normal course of business, that renewal of the franchise is likely to be uneconomical to the franchisor despite such reasonable changes or reasonable additions to the provisions of the franchise as may be agreed to by the franchisee, except if such determination is made for the sole purpose of operating such premises by employees or agents of such franchisor for such franchisor's own account; or

(B) in the case of any franchise entered into prior to the date of the enactment of this Act (the unexpired term of which is 3 years or longer) and, in the case of any franchise entered into or renewed on or after such date (the term of which is 3 years or longer, or with respect to which the franchisee was offered a term of 3 years or longer)

(i) a determination is made by the franchisor, in good faith and in the normal course of business, to convert the premises which are the subject of the franchise to a use other than the sale or distribution of motor fuel;

(ii) a determination is made by the franchisor, in good faith and in the normal course of business, to materially alter, add to, or replace such premises except if such determination is made for the sole purpose of operating such premises by employees or agents of such franchisor for such franchisor's own account; or

(iii) a determination is made in good faith and in the normal course of business by the franchisor to sell such premises. (d) As used in subsection (a), the phrase "an event which is relevant to the franchise relationship, as a result of which termination or nonrenewal of such franchise is reasonable" includes events such as—

(1) fraud or criminal misconduct relevant to the operation of the premises which are the subject of the franchise;

(2) declaration of bankruptcy or judicial determination of insolvency;

(3) continuing severe physical or mental disability of at least 3 months duration which renders the franchisee unable to provide for the continued proper operation of the premises which are the subject of the franchise;

(4) loss of the franchisor's right to grant possession of the premises, which are the subject of the franchise, through expiration of an underlying lease, if the franchisee had been notified in writing, prior to the commencement of the term of the then existing franchise, of the duration of the underlying lease and of the fact that such underlying lease might expire and not be renewed during the term of such franchise (in the case of termination) or at the end of such term (in the case of nonrenewal);

(5) condemnation or other taking, in whole or in part, of the premises, which are the subject of the franchise, pursuant to the power of eminent domain;

(6) loss of the franchisor's right to grant the right to use the trade mark, trade name, service mark, or other identifying symbol or name which is the subject of the franchise, if such loss was not due to trademark abuse, violation of Federal or State law, or other fault or negligence of the franchisor, which such abuse, violation, or other fault or negligence is related to action taken in bad faith by the franchisor;

(7) destruction of all or a substantial part of the premises which are the subject of the franchise;

(8) failure by the franchisee to pay to the franchisor in a timely manner when due all sums to which the franchisor is legally entitled:

(9) abandonment by the franchisee of the premises which are the subject of the franchise;"

(10) failure by the franchisee to operate such premises for an unreasonable period of time;

(11) willful adulteration, commingling, mislabeling, or misbranding of motor fuels or other trademark violations by the franchisee;

(12) knowing failure of the franchisee to comply with Federal, State, or local laws or regulations relevant to the operation of the premises which are the subject of the franchise; and

(13) conviction of the franchisee of any felony involving moral turpitude.

(e) (1) In the case of any termination of a franchise (entered into or renewed on or after the date of enactment of this Act), or in the case of any failure to renew a franchise (without regard to the date on which such franchise was entered into or renewed)

(A) if such termination or failure to renew is based upon an event described in subsection (d) (5), the franchisor shall fairly apportion between the franchisor and the franchisee compensation, if any, based upon any loss of business opportunity or goodwill; and

(B) if such termination or failure to renew is based upon an event described in subsection (d) (7) and if the premises which are the subject of such franchise are subsequently rebuilt or repaired by the franchisor and the franchisor operates such premises under a franchise, the franchisor shall, within a reasonable period of time, grant to the franchisee a right of first refusal of the franchise applicable to such premises.

(2)(A) If the premises which are the subject of any franchise described in subparagraph (B) are to be sold

(i) the franchisor shall grant the franchisee a right of the first refusal of an offer to purchase such premises which right may be exercised at any time within 45 days after the date the exercise of such right is offered to such franchisee; or

(ii) if no right of first refusal is offered within the 90-day period after notification is given, pursuant to section 104, the franchisor shall make a bona fide offer to sell such premises to such franchisee within the 30-day period beginning at the end of such 90-day period.

(B) Subparagraph (A) shall apply to—

(i) any franchise described in subsection (b) which is terminated or not renewed based upon a determination described in such subsection;

(ii) any franchise described in subparagraph (A) of subsection (c) (2) which is not renewed based upon a determination described in such subparagraph; and

(iii) any franchise described in subparagraph (B) of subsection (c) (2) which is not renewed based upon a determination described in clause (iii) of such subparagraph.

TRIAL FRANCHISE PERIOD-FAILURE TO RENEW

SEC. 103. (a) The provisions of section 102 shall not apply to the failure to renew any trial franchise. For purposes of this section, the term "trial franchise" means any franchise

(1) which is entered into on or after the date of enactment of this act:

(2) the franchisee of which has not previously been a party to a franchise with the franchisor;

(3) which is in writing and states clearly and conspicuously(A) that the franchise is a trial franchise;

(B) the duration of the initial term of the franchise;

(C) that the franchisor may fail to renew the franchise at the conclusion of the initial term stated in the franchise by notifying the franchisee, in accordance with the provisions of section 104 of this Act, of the franchisor's intention to fail to renew; and

(D) that the provisions of section 102, limiting the right of a franchisor to fail to renew a franchise, are not applicable to such trial franchise; and

(4) the initial term of which is for a period of not more than one year.

Such term does not include any unexpired period of any term of any franchise (other than a trial franchise, as defined by the preceding sentence) which is transferred or assigned by the franchisee to the extent authorized by the provisions of the franchise or any applicable provision of State law which permits such transfer or assignment, without regard to any provision of the franchise.

(b) (1) No franchisor may fail to renew any trial franchise at the conclusion of the initial term of such franchise unless the notification requirements of section 104 are met.

(2) The provisions of section 102 shall apply to any failure to renew any franchise described in subsection (a) if such franchise is renewed after the period stated in subsection (a) (3) (B).

NOTIFICATION OF TERMINATION OR FAILURE TO RENEW

SEC. 104. (a) Prior to termination of, or failure to renew, a franchise, a franchisor shall furnish notification to the franchisee who is a party to such franchise—

(1) in the manner described in subsection (c); and

(2) except as provided in subsection (b)(1), not less than 90 days prior to the date on which such termination or failure to renew takes effect.

(b) (1) In circumstances in which it would not be reasonable for a franchisor to furnish notification pursuant to subsection (a) (7)` such franchisor shall furnish notification to the franchisee affected thereby on the earliest date on which furnishing of such notification is reasonably practicable.

(2) With respect to any termination or failure to renew a franchise to which paragraph (1) applies, the franchisor may not establish_a new franchise relationship with respect to the premises which are the subject of such franchise before the expiration of the 30-day period which begins

or

(A) on the date notification was posted or personally delivered;

(B) if later, on the date on which such termination or failure to renew takes effect.

A franchisor may, if permitted to do so by the franchise, repossess the premises which are the subject of the franchise and, in circumstances under which it would be reasonable to do so, operate such premises through employees or agents during such 30-day period.

(c) Notification furnished under this section—

(1) shall be in writing;

(2) shall be posted by certified mail or personally delivered to the franchisee; and

(3) shall contain

(A) a statement of intention to terminate or fail to renew such franchise, together with the reasons therefor;

(B) the date on which such termination or failure to renew takes effect; and

(C) the summary statement prepared under subsection (d) of this section. In the case of notification furnished under this section prior to the date of publication of such summary statement in the Federal Register, such summary may be furnished to the franchisee not later than 5 days after it is published in the Federal Register, rather than at the time that the matter described in subparagraphs (A) and (B) is furnished.

(d) Not later than 30 days after the date of enactment of this Act, the Administrator of the Federal Energy Administration shall prepare and publish in the Federal Register a simple, concise summary of the provisions of this title, including a delineation of the respective responsibilities of, and the remedies and relief available to, any franchisor and franchisee under this title.

ENFORCEMENT

SEC. 105. (a) If a franchisor terminates or fails to renew a franchise in a manner which fails to comply with the requirements of section 102 or 103, or fails to comply with the requirements of section 102 (e), the franchisee of such franchise may maintain a civil action against such franchisor. Such action may be brought, without regard to the amount in controversy, in the district court of the United States in any judicial district in which the principal place of business of such franchisor is located or in which such franchisee is doing business, except that no such action may be maintained unless commenced within 3 years after the date of such failure to comply with the requirements of section 102 or 103.

(b) (1) The court, in any action under subsection (a), shall grant such equitable relief as the court determines is necessary to remedy the effects of any termination of, or failure to renew, a franchise in a manner which does not comply with the requirements of section 102 or 103, or any failure of the franchisor to comply with the requirements of section 102(e), including declaratory judgment and mandatory or prohibitive injunctive relief, including interim equitable relief. (2) Except as provided in paragraph (3), in any action under subsection (a), the court shall grant a preliminary injunction if—

(A) the franchisee shows that (i) his franchise has been terminated or not renewed, and (ii) the action brought by the franchisee under subsection (a) is not frivolous; and

(B) the franchisor does not demonstrate to the satisfaction of the court that such franchisor is likely to prevail in a trial on the