Bill Call Ford, Inc. v. Ford Motor Co.

• Decision Date: 27 February 1995
• Docket Number: No. 93-4046,93-4046
• Citation: 48 F.3d 201
• Parties: BILL CALL FORD, INC., and Mid-Ohio Ford Jeep Eagle, Inc., Plaintiffs-Appellants, v. FORD MOTOR COMPANY, Defendant-Appellee.
• Court: U.S. Court of Appeals — Sixth Circuit

Page 201

48 F.3d 201

BILL CALL FORD, INC., and Mid-Ohio Ford Jeep Eagle, Inc. Plaintiffs-Appellants, v. FORD MOTOR COMPANY, Defendant-Appellee.

No. 93-4046.

United States Court of Appeals Sixth Circuit.

Argued Oct. 6, 1994.

Decided Feb. 27, 1995.

Janet I. Stich (argued), Timothy A. Shimko (briefed), Theresa A. Tarchinski, Shimko, King & Stich, Cleveland, OH, for plaintiffs-appellants Bill Call Ford, Inc., Mid-Ohio Ford Jeep Eagle, Inc.

Daniel W. Hammer, Sr., James B. Niehaus (briefed), Thompson, Hine & Flory, Cleveland, OH, John M. Thomas (argued and briefed), Ford Motor Co., Dearborn, MI, for defendant-appellee Ford Motor Co.

Before: JONES, SILER, and GODBOLD ^*, Circuit Judges.

NATHANIEL R. JONES, Circuit Judge.

In this case, Plaintiff Bill Call Ford, Inc. ("Call") ¹ is appealing the district court's grant of summary judgment to Defendant Ford Motor Company ("Ford") on all eight counts of Call's claim against Ford. Call is also appealing the district court's grant of Ford's Motion to Compel Discovery and the court's award of attorneys' fees and costs related to the motion. Call's claim primarily arose from Call's attempt to sell its Ford franchise dealership to James Graham. We affirm the district court's grant of summary judgment to Ford on all eight counts of Call's claim, and we affirm the district court's grant of Ford's discovery motion and the award of attorneys' fees and costs to Ford.

I.

On October 1, 1980, Call and Ford executed a Ford Sales and Service Agreement ("Agreement") pursuant to which Call operated as a Ford dealer in Mansfield, Ohio. As a Ford dealer, Call submitted warranty reimbursement claims to Ford through Ford's Direct Warranty Entry system. According to this system, Call transmitted to Ford both the scheduled time for the repair, as shown in Ford's Service Labor Time Standards Manual, and Call's approved labor rate. Ford reimbursed Call for the labor by multiplying the scheduled time by Call's approved warranty labor rate.

Sometime after February 1985, Call claims it realized that Ford was not paying Call the same amount for warranty work as Call was receiving for non-warranty work. Although Call was being reimbursed according to the Standards Manual, the amount of time that the manual indicated it would take to complete the repair was allegedly far less than the actual time. Call claims that it complained to Ford service representatives about the problem, and they supposedly responded that they knew the time guides were unfair but there was nothing they could do to remedy the situation. Call admits that it did not file a protest with the Dealer Policy Board (an impartial panel appointed by Ford that reviews actions with respect to dealers), or with the Ohio Motor Vehicle Dealer's Board ("MVDB").

Desiring to sell the dealership as early as 1982, Call eventually found a buyer for the dealership, James Graham. Call and Graham entered into a "Purchase and Sale Agreement and Employment Agreement" ("buy/sell agreement") on February 3, 1989, pursuant to which Call agreed to sell substantially all of its assets to Graham. The buy/sell agreement provided that Call and Graham would use "their best efforts to obtain the transfer of the [Ford] franchise[ ]," and that in the event approval from Ford was not obtained within ninety days either party could terminate the agreement. J.A. at 242-43.

Call did not initially notify Ford of its agreement with Graham. Ford, however, did learn of the buy/sell agreement when Graham telephoned Ron Tillier, Ford's Cleveland District Sales Manager, on February 6, 1989. A copy of the agreement was provided to Ford in a meeting between Graham and Tillier on February 9, 1989. At this meeting, Graham submitted an application to Ford to obtain a Sales and Service Agreement, which would authorize Graham to operate as a Ford dealer in Mansfield.

On February 14, 1989, Ford notified Call by letter that it probably would be unable to approve Graham's application within thirty days because it did not have all of the necessary information. The letter noted that for purposes of section 4517.56(B) of the Ohio Revised Code (requiring franchisor to provide notice of refusal to approve sale or transfer of assets within thirty days), Ford objected to Graham's application. J.A. at 772. At the same time, however, Ford assured Call that "upon receipt of all requested information, we will complete our review and inform you of the status of the application." Id. Call claims that Ford had all of the necessary information. Call Br. at 7.

On March 7, 1989, Ford sent Graham a letter stating that his application was not approved because of his history of unsatisfactory car and truck sales performance at another dealership in Zanesville, Ohio. J.A. at 773. The letter also warned Graham that in the opinion of Ford, the buy/sell agreement presented a serious business risk because Graham was paying an inordinate amount of profit to Call. Id. Nevertheless, on March 14, 1989, thirty-three days after Graham's application, Tillier notified Graham by telephone that he would recommend approval of Graham's application. In part, however, because of Graham's unsatisfactory performance in Zanesville, Ford attached the following conditions: (1) The sales agreement would be for a two-year initial term; (2) renewal of the agreement would be contingent upon Graham achieving satisfactory sales and market share performance and meeting satisfactory levels of customer satisfaction; and (3) although Graham had stated he was willing to offer the general manager 25% interest in the dealership, Ford wanted the general manager to have the opportunity to acquire 51% interest within a reasonable time, e.g., five years. This conversation was confirmed by letter on March 17, 1989. J.A. at 777.

Graham, however, was dissatisfied with the terms, so Call and Graham appealed to the Dealer Policy Board. On May 22, 1989, 102 days after Graham's application, the Dealer Policy Board upheld Tillier's recommendation, but it increased the initial term to four years and modified the criteria for measuring market share performance. Still dissatisfied, Graham and Call filed a protest with the MVDB. On February 5, 1990, Graham and Call, however, withdrew the protest, and Graham accepted the terms that the Dealer Policy Board had offered eight months earlier.

Call wrote to Ford on March 8, 1990, and stated that Call "voluntarily resigns its Ford Sales and Service Agreement." J.A. at 362. Call further stated that it had examined in detail the provisions of the Agreement "dealing with the termination or non-renewal of agreement, termination benefits, [and] obligations upon termination," and that it "does not seek any of the termination benefits specified in the agreement." Id. The letter specified that upon Graham's appointment as a replacement dealer "Ford may then accept this resignation." Id. Ford accepted Call's resignation and advised Call that their Agreement "terminat[ed] as of May 2, 1990." J.A. at 361.

On February 5, 1991, Call filed a seven-count complaint, later amended to eight counts, against Ford. Count One alleged that Ford breached the Agreement with Call by failing to approve Graham as the successor franchisee in a timely manner. Count Two alleged that by the same action, Ford had violated its duty of good faith and fair dealing in the performance of the Agreement. Count Three alleged that Ford tortiously, maliciously, and intentionally interfered with the contractual arrangements between Call and Graham. Count Four alleged that the foregoing acts of Ford were willful, wanton, and malicious, thus entitling Call to treble damages. Count Five alleged that the tort, breach of contract, and statutory violations entitled Call to double damages, treble damages, punitive damages, and/or attorneys' fees in a sum to be determined at trial. Count Six alleged that Ford failed to fairly and adequately compensate Call for warranty services as required by section 4517.52 of the Ohio Revised Code. Count Seven alleged that by refusing to approve the sale of the franchise to Graham in a timely manner, Ford had violated section 4517.56 and other provisions of chapter 4517 of the Ohio Revised Code. Finally, Count Eight alleged that Ford violated section 4517.56 of the Ohio Revised Code because it placed conditions upon its approval of Graham's purchase of the franchise that were not in the original Agreement between Ford and Call. In total, Call demanded $2,750,000 in damages, together with anything else the court might find appropriate.

Ford filed three separate motions seeking summary judgment on all eight counts. The district court granted Ford's motions in three exhaustive opinions totalling seventy pages. Ford also filed a motion to compel verified answers to interrogatories and deposition questions, which the court granted. The court also awarded Ford its costs and attorneys' fees in connection with that motion. This appeal followed.

II. The Grants of Summary Judgment

"We review a district court's grant of summary judgment de novo. ... [I]n a motion for summary judgment, 'credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge. The evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor.' " Russo v. City of Cincinnati, 953 F.2d 1036, 1041-42 (6th Cir.1992) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 2519, 91 L.Ed.2d 202 (1986), and citing Vollrath v. Georgia-Pacific Corp., 899 F.2d 533, 534 (6th Cir.), cert. denied, 498 U.S. 940, 111 S.Ct. 345, 112 L.Ed.2d 310 (1990)).

Summary judgment is appropriate only when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Kraus v. Sobel Corrugated Containers, Inc., 915 F.2d 227 229 (6th Cir.1990). This means that after the...