by the vendor applies and that disputes must be litigated in that same state. This language should be resisted. If a business chooses to do business in California, California law should apply to any dispute and the matter should be litigated in the county where the dealer does business. Entire Agreement. Every agreement should have an “entire agreement” clause. This is a clause that basically states there are no other agreements between the parties other than those stated in the agreement. It is also known as a “merger” or “integration” clause. Dispute Resolution. Every agreement should address how disputes under the agreement will be resolved. This is usually done by court litigation, mediation or arbitration. It is usually best to have a clause that provides that the prevailing party in any legal action will recover attorney and expert witness fees spent pursuing or defending the action. If the agreement requires arbitration of disputes, it is good to have a provision that the arbitrator is bound to follow the law in making decisions because, for example, in California arbitrators are not required to follow the law and can apply their own sense of justice in their decisions. California also has a method of dispute resolution called “judicial reference” which is akin to a private court action that proceeds in the same manner as a court proceeding and is often presided over by a retired judge. Judicial reference requires that the hearing officer follow the law. It also allows an appeal of the decision. Counterparts. There should be a provision allowing the agreement to be signed in counterparts (signatures not all on the same page) and that copies of the signed agreement will be treated as originals for all purposes. Signatures. The signature area of the agreement should include the legal name of the party, the signature of the person signing on behalf of the party, and the printed name and title of the person signing. The signor should not sign as an individual unless that individual has agreed to be personally responsible for obligations under the agreement. Attachments and Exhibits. Ensure that all attachments and exhibits referred to in the agreement are physically attached to it. Manning, Leaver, Bruder & Berberich LLP is a Los Angeles law firm that practices throughout California and has been in existence for over 100 years. It has a strong automobile dealer practice covering all areas related to the automobile dealer industry, including dealership buy-sells, real estate transactions, business and consumer litigation, regulatory compliance, dealer association law and franchise law. See www.manningleaver.com for more information and areas of practice. Nothing in this article may be considered as legal advice. Contact legal counsel for legal advice. EPICBROKERS.COM ©2024 Edgewood Partners Insurance Center. All rights reserved. | CA License: 0B29370 EPIC Insurance Brokers & Consultants is proud of its partnership with more than 300 California dealerships and is the CNCDA’s only licensed broker for health insurance and employee benefits. As the dealers’ consultant, experience what EPIC can do for you, including: • A team producing significant results with decades of experience understanding the specific needs of dealerships • Fully insured and unique alternative funding options to best fit your needs and generate the best possible costs • Full compliance services and HR support for your team LEARN MORE ABOUT OUR SERVICES BY CONTACTING: Alison McCallum (949) 422-6431 alison.mccallum@epicbrokers.com 22
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