17AProcedures relating to renewal and non‑renewal

#### 17A Procedures relating to renewal and non‑renewal (1) If a franchisor proposes to renew the franchise agreement, it shall, not earlier than 120 days, nor later than 60 days, before the date of expiry of the agreement, serve on the franchisee a notice in writing offering to renew the agreement. (2) A notice under subsection (1) may include a proposal, made in good faith and in the normal course of business, by the franchisor that the provisions of the agreement as proposed to be renewed differ from those of the existing agreement in the manner specified in the notice. (3) For the purposes of this Part, a proposal shall not be taken to be made in accordance with subsection (2) if, under the proposal: (a) an amount payable by the franchisee under the franchise agreement as proposed to be renewed (other than an amount payable in respect of motor fuel or other stock in trade) would be, or would be calculated or determined in such a manner as to be, unreasonable, having regard to the market value of any interest, goods or services to which the amount relates; or (b) the provisions of the agreement as proposed to be renewed (not being provisions providing for an amount payable by the franchisee) would be unreasonable. (4) Where, at the expiration of 45 days after the service of a notice on a franchisee under subsection (1), the parties have not agreed to renew the franchise agreement: (a) if the notice included a proposal (whether made in accordance with subsection (2) or not) that the provisions of the agreement as proposed to be renewed differ from those of the existing agreement—the franchisee shall be deemed, for the purposes of paragraph 17(1)(b), to have rejected the proposal; and (b) in any other case—the franchisor is not required to renew the franchise agreement. (5) Except where paragraph (4)(b) applies, a franchisor shall not refuse or fail to renew the franchise agreement unless it has served on the franchisee, before the date of expiry of the agreement, notice in writing of its decision not to renew the agreement, setting out full particulars of the ground or grounds, including a statement of the facts relating to the ground or each ground, on which the decision is based. (6) If a notice is served on a franchisee under subsection (5), the term of the franchise agreement shall (unless the agreement is sooner renewed) be deemed to be extended for a period of 90 days (or, if proceedings are instituted under subsection (7) within that period, such longer period (if any) as the court determines before the end of the first‑mentioned period) after: (a) if the term of the agreement is extended under subsection 17(5)—the end of that extension; or (b) in any other case—the date of service of the notice under subsection (5). (7) Except where paragraph (4)(b) applies, a court shall, on the application of a franchisee, make an order directing the franchisor to renew the franchise agreement unless: (a) the franchisor has served on the franchisee a notice in accordance with subsection (5); (b) a ground specified in the notice is established by the franchisor to the satisfaction of the court; and (c) except where a ground so established is a ground referred to in paragraph 17(1)(d), the court is satisfied that it is just and equitable, having regard to all the circumstances, for the agreement and any related agreement or agreements not to be renewed. (8) Without limiting the generality of paragraph (7)(c), the circumstances referred to in that paragraph include the conduct of the franchisor and the franchisee after the time when the franchisor became aware of the existence of the circumstances, or the occurrence of the event, constituting a ground referred to in paragraph (7)(b) (not being a ground referred to in paragraph 17(1)(d)). (9) Where the court makes an order under subsection (7), it may make: (a) orders determining any amount, or the manner of calculating or determining any amount, to be payable by the franchisee under the franchise agreement as to be renewed; (b) orders determining any other provisions of the agreement as to be renewed; and (c) such ancillary or consequential orders as it thinks fit, including orders directing the preparation and execution of documents. (10) In this section date of expiry has the same meaning as in section 17.