Ohio § 1333.851

§ 1333.851.

(A) With respect to any merger, acquisition, purchase, or assignment under division (D) of section 1333.85 of the Revised Code , both of the following apply: (1) The territories for the particular product or brand of alcoholic beverage shall not

be assigned to another distributor until the successor manufacturer compensates the

terminated or nonrenewed distributor for the diminished value of the distributor's

business. (2) When a distributor receives written notice of termination or nonrenewal of its franchise

pursuant to division (D) of section 1333.85 of the Revised Code , the distribution of beer or wine for ninety days or more without a written contract

shall not constitute a franchise relationship between the successor manufacturer and

the distributor under section 1333.83 of the Revised Code . (B) With respect to the merger, acquisition, or purchase of a manufacturer by a successor

manufacturer or the purchase or assignment of a product or brand to a successor manufacturer

under division (D) of section 1333.85 of the Revised Code , all of the following apply: (1) Except as otherwise provided in division (B)(2) of this section, within seventy-five

days after a distributor receives written notice of termination or nonrenewal of its

franchise pursuant to division (D) of section 1333.85 of the Revised Code , the distributor shall provide the successor manufacturer with the three previous

years of financial statements and other relevant and reasonably necessary financial

information regarding the diminished value of the distributor's business.  The distributor and successor manufacturer shall negotiate in good faith to determine

the diminished value of the distributor's business, and the successor manufacturer

shall pay the distributor for that diminished value. (2) If the distributor and successor manufacturer are unable to negotiate in good faith

or are unable to resolve the distributor's diminished value within ninety days of

the date that notice of termination is given, either party may bring an action in

the court of common pleas of the county in which the distributor's principal place

of business in this state is located within ninety days of the date that notice of

termination is given, except that the parties may mutually agree in writing to extend

that ninety-day period. (3) The court of common pleas shall determine the diminished value of the distributor's

business within ninety days after the action is filed.  The successor manufacturer shall pay the distributor the amount of diminished value

the court determines.  Upon payment of that amount by the manufacturer to the distributor, the successor

manufacturer may transfer the brands to a new distributor. (4) Either party may appeal the decision of the court of common pleas to the court of

appeals.  The filing of an appeal does not stay the successor manufacturer's payment of diminished

value to the distributor or the successor manufacturer's transfer of brands to a new

distributor. (5) If the court is unable to determine the diminished value of the distributor's business

within ninety days after the action is filed, the court shall order the successor

manufacturer to pay its last good faith offer to the distributor on the ninety-first

day after the action is filed and shall treat the manufacturer's application for that

order as a request for emergency injunctive relief without the need for any showing

of irreparable harm.  Upon payment of the amount of its last good faith offer to the distributor, the

successor manufacturer may transfer the brands to a new distributor.  After the successor manufacturer's payment of that amount to the distributor and

its transfer of the brands, the court shall determine the diminished value of the

distributor's business.  The successor manufacturer shall pay the distributor the amount of the diminished

value determined by the court less the amount of its last good faith offer previously

paid pursuant to division (B)(5) of this section. (6) The parties by mutual agreement may extend or shorten any of the time deadlines set

forth in this section.