278 S.W.3d 670 (Mo. 2009), SC 89611, Parktown Imports, Inc. v. Audi of America, Inc.

Docket Nº:SC 89611.
Citation:278 S.W.3d 670
Party Name:PARKTOWN IMPORTS, INC., Appellant, v. AUDI OF AMERICA, INC., Respondent.
Case Date:March 17, 2009
Court:Supreme Court of Missouri

Page 670

278 S.W.3d 670 (Mo. 2009)



AUDI OF AMERICA, INC., Respondent.

No. SC 89611.

Supreme Court of Missouri, En Banc.

March 17, 2009

Page 671

Edwin G. Harvey, Matthew J. Landwehr, Thompson Coburn LLP, St. Louis, MO, for Appellant.

Randall L. Oyler, James R. Vogler, Rachael M. Trummell, Rebecca Ray, Barack Ferrazzano Kirshbaum Nagelberg, LLP, Chicago, IL, David M. Harris, Dawn M. Johnson, Robert L. Duckels, Greensfelder, Hemker & Gale, P.C., St. Louis, MO, for Respondent.


Parktown Imports, Inc. appeals the Administrative Hearing Commission's (" AHC" ) decision to grant Audi of America, Inc.'s motion to dismiss Parktown's claim that Audi's establishment of a new Audi franchise was capricious, in bad faith and unconscionable. In reaching its decision, the AHC found that § 407.817, RSMo Supp. 2007,1 was the only statute under which a franchisee could challenge the establishment of a new motor vehicle dealership within a relevant market area where the same line-make is represented and that the AHC was without jurisdiction to grant the relief requested because Parktown had brought its challenge under § 407.825(1). On appeal, Parktown claims that the AHC erred when it sustained Audi's motion, arguing that § § 407.817 and 407.825(1) are not in conflict and that it is entitled to bring its claim against Audi under § 407.825(1).


This case stems from Audi's decision to grant Frank Bommarito Oldsmobile a franchise to establish a new Audi dealership in the western part of St. Louis County. Prior to the establishment of this new dealership, the only authorized Audi dealers in the St. Louis area were Parktown and Plaza Motors, Inc.

Leading up to the establishment of the third dealership, in September 2004, Audi notified Parktown and Plaza Motors that it had determined, through market research, that St. Louis could support a third dealership and that it was considering opening a new dealership in west St. Louis. Parktown replied that it had no interest in relocating and that it did not believe St. Louis could support a third dealership. Plaza Motors also declined the invitation.

In May 2005, Audi informed Parktown that if it built a new stand-alone facility designed by Audi, then Audi would abandon its plans for adding a third dealership in the St. Louis area. Parktown met with Audi at its corporate headquarters and rejected the offer. At the meeting, Audi suggested that if Parktown bought Plaza Motors, Audi would grant Parktown the right of first refusal on a new dealership, sustaining the number of Audi dealers in St. Louis at two. Parktown rejected both proposals.

In fall 2005, Audi told Parktown that it was no longer pursuing a third dealership in the St. Louis area.

In September 2006, Audi made a failed attempt to buy Plaza Motors. Upon its

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failure, Audi advised Parktown and Plaza Motors of its decision to establish a third dealership in the west St. Louis area. On March 20, 2007, Audi notified Parktown that it had awarded the new dealership to Bommarito. The new dealership would be located on the same road, approximately 10 miles east of Parktown's existing location.

On March 23, 2007, Parktown filed a complaint with the AHC to challenge the establishment of the Bommarito dealership under § 407.825(1), alleging that Audi's decision to establish a new dealership was not motivated by proper business considerations, but, rather, was a capricious, bad faith, or unconscionable retaliation against Parktown for refusing to move its existing facilities.

On April 13, 2007, Audi moved to dismiss Parktown's complaint. The AHC granted Audi's motion on May 10, 2007, finding that it was without jurisdiction because § 407.817, and not § 407.825(1), was the proper statute to challenge the establishment of a new dealership. The AHC also concluded that § 407.817, the later enacted and specific remedy for challenging the establishment of a new motor vehicle dealership, controls over the general provision, § 407.825(1).

After opinion by the court of appeals, this Court granted transfer and has jurisdiction. Mo. Const. art. V, § 10.

Standard of Review

Whether the AHC properly sustained Audi's motion to dismiss is a question of law. Questions of law are reviewed de novo. Missouri Soybean Ass'n v. Missouri Clean Water Com'n, 102 S.W.3d 10, 22 (Mo. banc 2003).


At the outset of this analysis, it is important to note that this case does not present any jurisdictional...

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