Courtesy Oldsmobile, Inc. v. General Motors Corp.
Docket: No. 07-17267
Court: Court of Appeals for the Ninth Circuit; May 15, 2009; Federal Appellate Court
Courtesy Oldsmobile, Inc. appeals the district court's summary judgment favoring General Motors Corporation (GM) regarding GM's decision to phase out the Oldsmobile Division. Courtesy argues that material factual questions exist related to GM's alleged breach of the Dealer Sales and Service Agreement and violations of the Nevada Motor Vehicle Franchise Act (NMVFA). The court affirms its jurisdiction under 28 U.S.C. 1291 and reviews the summary judgment de novo. The Dealer Agreement is governed by Michigan law, necessitating a determination of whether its language is ambiguous. Clear and unambiguous contract terms are interpreted as a matter of law, while ambiguous language requires factual determination. The court notes that the Dealer Agreement must be construed to give effect to all parts of the contract. The district court's summary judgment on Courtesy’s breach of contract claims is upheld for several reasons: 1. **Term of Agreement**: The provision does not grant Courtesy an absolute right to a new agreement upon expiration. The court finds that the language of Article 15.2.1 would be redundant if interpreted as absolute, and the NMVFA's non-renewal procedure is thus incorporated into the contract. It's established that GM nonrenewed the Agreement in compliance with NMVFA. 2. **Article 4.1**: It does not create a legally actionable right to profit. The reference to achieving a reasonable return is interpreted as an aspirational goal rather than an enforceable obligation. 3. **Article 6.4.1**: GM’s obligation to provide a specific mix of models is contingent on its discretion in orders and distribution as outlined in Article 6.1. The court notes that GM's decisions regarding availability and distribution may be influenced by various factors, and Courtesy did not present evidence of GM abusing its discretion. The district court's summary judgment on Courtesy's statutory claims is also confirmed, indicating a comprehensive affirmation of the lower court's decisions across both contract and statutory issues. GM did not violate Courtesy’s rights under the Dealer Agreement as per Nev.Rev.Stat. 482.36354 and 482.3638(7) since its vehicle distribution during the phase-out period aligned with its contractual discretion outlined in Article 6.1. Alleged modifications concerning Article 4.1 and the Agreement’s purpose represent contractual aspirations, not obligations, absolving GM of liability. GM also adhered to the discontinuation procedures in Nev.Rev.Stat. 482.36352, and since Courtesy failed to follow the required administrative appeals process with the Department of Motor Vehicles, that unexhausted claim will not be considered. Furthermore, GM cannot be held liable under Nev.Rev.Stat. 482.36371(l)(d) because Courtesy did not attempt to sell or transfer its Oldsmobile franchise, as the statute implies a sale or transfer for claims of unfair compensation. Additionally, none of the alleged misleading statements by GM amounted to an unfair practice under Nev.Rev.Stat. 482.36385(6) since they did not constitute 'advertising' aimed at the public to promote sales. The statements were made while GM was still attempting to sustain Oldsmobile and were not knowingly false or made with reckless disregard for the truth, as required for a claim of deceit. The court affirmed the ruling, noting the disposition is not for publication and lacks precedential value except as per Ninth Circuit Rule 36-3.