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General Motors Corp. v. Dealmaker

August 23, 2007


The opinion of the court was delivered by: Thomas J. McAVOY, Senior United States District Judge



Plaintiff General Motors Corporation ("GM" or "Plaintiff") commenced this action against one of their authorized dealerships, DealMaker, LLC, d/b/a Seaway Chevrolet ("Seaway" or "Defendant"), seeking a declaratory judgment that GM is within its contractual rights to reject Seaway's proposed relocation request under the terms of the Dealer Sales and Service Agreement ("Agreement"). See Compl., Ex. "A". Defendant filed an Answer, Counterclaim, Third-Party Complaint, and Jury Demand.

Seaway asserts seven causes of action in the Counterclaim against GM. The First Count of the Counterclaim seeks a declaratory judgment that GM breached the Agreement. Def's Counterclaim at ¶¶ 41-45. The Second Count of the Counterclaim alleges a violation of the federal Automobile Dealer's Day in Court Act, 15 U.S.C. §§ 1221-1226. Id. at ¶¶ 46-55. The Third Count of the Counterclaim alleges violations of the New York Franchise Motor Vehicle Dealers Act, N.Y. Vehicle and Traffic Law, § 460 et seq. Id. at ¶¶ 56-62. The Fourth Count of the Counterclaim asserts a breach of contract claim. Id. at ¶¶ 63-71. The Fifth Count of the Counterclaim asserts breach of the implied covenant of good faith and fair dealing. Id. at ¶¶ 72-77. The Sixth Count of the Counterclaim asserts a claim of tortious interference with prospective business and economic opportunities. Id. at ¶¶ 78-85. The Seventh Count of the Counterclaim asserts a conspiracy to tortiously interfere with prospective business. Id. at ¶¶ 86-94. Plaintiff moves to dismiss each of the seven counts of the Counterclaim pursuant to FED. R. CIV. P. 12(b)(6) on the grounds that each fails to state a claim upon which relief can be granted. Defendant opposes the motion.

In the Third-Party Complaint, Seaway brings claims against Davidson Chevrolet Cadillac, Inc. ("Davidson"), a neighboring GM dealership in Watertown, New York. Seaway contends that Davidson "vigorously and repeatedly objected to and interfered with the proposed relocation of [Seaway]," Third-Party Compl. ¶ 8, and that GM refused Seaway's relocation request based upon Davidson's objections. Id. ¶ 6, 9. The First Count of the Third-Party Complaint asserts a claim of tortious interference with contractual relations, contending that Davidson induced GM to breach the Agreement between GM and Seaway. Id. at ¶¶ 11-22. The Second Count of Third-Party Complaint asserts a claim of tortious interference with prospective business and economic opportunities. Id. at ¶¶ 23-30. The Third Count of the Third-Party Complaint asserts that Davidson conspired with GM to tortiously interfere with Seaway's prospective business and economic opportunities. Id. at ¶¶ 31-39. Davidson moves pursuant to Rule 12(b)(6) to dismiss the claims against it. Seaway has also opposed this motion.


a. Motion to Dismiss Under Rule 12(b)(6)

A motion under FED. R. CIV. P. 12(b)(6) tests the legal sufficiency of the claims pleaded in a case. As the Supreme Court has held, a pleading "must only include 'a short and plain statement of the claim showing that the pleader is entitled to relief.'" Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512 (2002)(quoting FED. R. CIV. P. 8(a)).

"Such a statement must simply 'give the defendant fair notice of what the [pleader's] claim is and the grounds upon which it rests.'" Id. (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). "This simplified notice pleading relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims." Id. Thus, a pleading is sufficient if it gives the opponent fair notice of the claims asserted, the grounds upon which they rest, and states claims upon which relief could be granted. Id. at 514.

On a Rule 12(b)(6) motion, the Court accepts as true all factual allegations in the complaint. See Leatherman v. Tarrant County Narcotics Intelligence & Coordination Unit, 507 U.S. 163, 164 (1993). "Further, the court should construe the [pleading] liberally and draw inferences from the [pleader's] allegations in the light most favorable to the [pleader]." Tomayo v. City of N.Y., 2004 WL 137198, at * 5 (S.D.N.Y. Jan. 27, 2004)(citing Desiderio v. National Ass'n of Sec. Dealers, Inc., 191 F.3d 198, 202 (2d Cir. 1999)). The complaint must allege sufficient facts that would make the pleaded legal theories plausible. See Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1960 (2007); see also Iqbal v. Hasty, 2007 WL 1717803, at *11 (2d Cir. June 14, 2007). However, "sweeping legal conclusions cast in the form of factual allegations" do not suffice to state a claim even at the Rule 12(b)(6) stage. 5A Charles Alan Wright et al., FEDERAL PRACTICE AND PROCEDURE § 1357 (2d ed. 1990). "While the pleading standard is a liberal one, bald assertions and conclusions of law will not suffice." Leeds v. Meltz, 85 F.3d 51, 53 (2d Cir. 1996) Law Offices of Curtis V. Trinko, L.L.P. v. Bell Atlantic Corp., 309 F.3d 71, 74 (2d Cir. 2002).

In deciding a Rule 12(b)(6) motion, review "is generally limited to the facts and allegations that are contained in the [challenged pleading] and in any documents that are either incorporated into the [pleading] by reference or attached to the [pleading] as exhibits." Blue Tree Hotels Inv., Ltd. v. Starwood Hotels & Resorts Worldwide, Inc., 369 F.3d 212, 217 (2d Cir. 2004)(citations omitted). Dismissal is appropriate only where "it appears beyond doubt that the [pleader] can prove no set of facts in support of [its] claim which would entitle [it] to relief," Phillip v. Univ. of Rochester, 316 F.3d 291, 293 (2d Cir. 2003)(citation omitted), or where the [pleading] fails as a matter of law. Phelps v. Kapnolas, 308 F.3d 180, 187 (2d Cir. 2002).


a. First Count of the Counterclaim

The First Count of the Counterclaim seeks declaratory relief based on an alleged breach of the Agreement. In this regard, Defendant contends that Plaintiff's refusal to approve its relocation request is not factually based and is not predicated on a sound analysis of the marketplace and, therefore, breaches the Agreement. Counterclaim ¶ 44. Plaintiff seeks to dismiss the counterclaim on the grounds that: (1) "Seaway's request for declaratory judgment fails to set forth any contractual terms in dispute that could properly be the subject of a declaratory judgment," and (2) the declaratory judgment claim is duplicative of Count Four of the Counterclaim. GM's Mem. L. p. 4.

As discussed more fully below with regard to Count Four of the Counterclaim, infra,*fn1 Seaway points to specific provisions of the Agreement which it contends that GM breached. See Counterclaim, Count 4. These allegation are sufficient to put GM on notice of the basis of the claim and to create a justiciable controversy for declaratory relief. See MedImmune, Inc. v. Genentech, Inc., 127 S.Ct. 764, 771 (2007)("Basically, the question in each case is whether the facts alleged, under all the circumstances, show that there is a substantial controversy, between parties having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory judgment.")(quotation marks and citation omitted).

More important, however, is whether the First Count should be dismissed as duplicative of the Fourth Count. Under the Declaratory Judgment Act, a district court "may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought." 28 U.S.C. § 2201(a); see also Smith v. Metro. Prop. & Liab. Ins. Co. 629 F.2d 757, 759 (2d Cir. 1980). Nonetheless, "although the availability of alternative remedies is not a bar to declaratory relief, . . . the district court may in its discretion refuse declaratory relief if the alternative remedy is more appropriate." Smith, 629 F.2d at 759 (citation omitted).The Declaratory Judgment Act "'confers a discretion on the courts rather than an absolute right upon the litigant.'" Wilton v. Seven Falls Co., 115 U.S. 277, 287 (1995) (quoting Pub. Serv. Comm'n of Utah v. Wycoff Co., 73 S.Ct. 236, 239 (1952)). "[T]he propriety of declaratory relief in a particular case will depend upon a circumspect sense of its fitness informed by the teachings and experience concerning the functions and extent of federal judicial power." Pub. Serv. Comm'n of Utah v. Wycoff Co., 73 S.Ct. at 243.

The Second Circuit has identified five factors a court must balance before exercising its discretion to proceed with a declaratory claim: "(i) 'whether the judgment will serve a useful purpose in clarifying or settling the legal issues involved'; (ii) 'whether a judgment would finalize the controversy and offer relief from uncertainty'; (iii) 'whether the proposed remedy is being used merely for 'procedural fencing' or a 'race to res judicata'; (iv) 'whether the use of a declaratory judgment would increase friction between sovereign legal systems or improperly encroach on the domain of a state or foreign court'; and (v) 'whether there is a better or more effective remedy.'" The New York Times Co. v. Gonzales 459 F.3d 160, 167 (2d Cir. 2006)(quoting Dow Jones & Co., Inc. v. Harrods Ltd., 346 F.3d 357, 359-360 (2d Cir. 2003)). The district court has broad discretion in weighing these five factors. Times, 459 F.3d at 165.

The applicable factors,*fn2 in aggregate, tilt against entertaining the First Count. Under the first and second factors, a declaratory judgment may fulfill part of the purpose of Defendant's action, but it would not resolve all of the claims asserted in Defendant's Counterclaim. The Counterclaim is comprised of six additional claims, including alleged torts and purported violations of state and federal statutory law. A declaratory judgment would not resolve these claims or provide Seaway with the monetary damages it seeks in the other claims.

The third factor also weighs against entertaining the claim for declaratory judgment. The First Count appears to be used as a means to counteract Plaintiff's original declaratory action and is no different from Defendant's counterclaim for breach of contract. In this regard, the First Count of the Counterclaim appears merely to be a strategic attempt to assert the breach of contract claim twice.

Finally, the fifth factor also weighs against entertaining a declaratory judgment claim. Seaway's breach of contract counterclaim (the Fourth Count), if successful, provides Defendant with a full and adequate alternative remedy. A declaratory judgment claim seeking a declaration that the Agreement was breached is duplicative of this breach of contract claim. Thus, the Court declines to entertain the declaratory judgment counterclaim. GM's motion to dismiss Count One of the Counterclaim is granted.

b. Second Count of the Counterclaim

The Second Count of the Counterclaim alleges a violation of the Automobile Dealer's Day in Court Act ("ADDCA"), 15 U.S.C. §§ 1221- 1226. The ADDCA provides a cause of action by an automobile dealer against an automobile manufacturer for "damages sustained . . . by reason of the failure of said automobile manufacturer . . . to act in good faith in performing or complying with any of the terms or provisions of the franchise [agreement], or in terminating, canceling, or not renewing the franchise with said dealer." 15 U.S.C. § 1222. As used in the ADDCA,

[t]he term "good faith" shall mean the duty of each party to any franchise [agreement] . . . to act in a fair and equitable manner toward each other so as to guarantee the one party freedom from coercion, intimidation, or threats of coercion or intimidation from the other party: Provided, that recommendation, endorsement, exposition, persuasion, urging or argument shall not be deemed to constitute a lack of good faith.

15 U.S.C. § 1221(e).

This definition of "good faith" "has a narrow, restricted meaning" and is not to be construed liberally. Empire Volkswagen, Inc. v. World-Wide Volkswagen Corp., 814 F.2d 90, 95 (2d Cir. 1987). "[T]o succeed on [an ADDCA] claim, the dealer must demonstrate that the manufacturer exercised coercion or intimidation or made threats against the dealer to achieve an improper or wrongful objective." Empire Volkswagen, 814 F.2d at 95 (internal citations omitted). "Failure to act in good faith under the [ADDCA] can be found only where there is evidence of a wrongful demand enforced by threats of coercion or intimidation." Id. (internal quotation and citation omitted). "The existence of coercion or intimidation depends upon the circumstances arising in ...

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