Bob Willow Motors, Inc. v. General Motors Corp.

• Decision Date: 24 April 1989
• Docket Number: Nos. 88-1889,88-1954,s. 88-1889
• Citation: 872 F.2d 788
• Parties: , 13 Fed.R.Serv.3d 756 BOB WILLOW MOTORS, INC., a Wisconsin corporation, Plaintiff-Appellee, Cross-Appellant, v. GENERAL MOTORS CORPORATION, a Delaware corporation, Defendant-Appellant, Cross-Appellee.
• Court: U.S. Court of Appeals — Seventh Circuit

Page 788

872 F.2d 788

57 USLW 2708, 13 Fed.R.Serv.3d 756

BOB WILLOW MOTORS, INC., a Wisconsin corporation Plaintiff-Appellee, Cross-Appellant, v. GENERAL MOTORS CORPORATION, a Delaware corporation Defendant-Appellant, Cross-Appellee.

Nos. 88-1889, 88-1954.

United States Court of Appeals Seventh Circuit.

Argued Nov. 28, 1988.

Decided April 24, 1989.

David J. Hase, Foley & Lardner, Milwaukee, Wis., for defendant-appellant, cross-appellee.

Jeffrey R. Brauchle, Holmes & Graven, Minneapolis, Minn., for plaintiff-appellee, cross-appellant.

Before CUDAHY and MANION, Circuit Judges, and WILL, Senior District Judge. ^*

MANION, Circuit Judge.

Bob Willow Motors, Inc. ("Willow") filed suit against General Motors Corporation ("GM"), bringing claims under the Automobile Dealers' Day In Court Act ("Dealer Act"), 15 U.S.C. Secs. 1221-1225, Wis.Stat.Ann. Secs. 218.01(3)(a)17 (wrongful termination), (3)(a)26m (refusal to allow shared facilities or additional franchise), (3)(a)11 (unconscionable practices), and common law tort (interference with Willow's business). The district court granted GM's motion for a directed verdict on the tortious interference claim and did not submit Willow's claim under Sec. 218.01(3)(a)26m to the jury. Three claims went to the jury: unconscionable practices, wrongful termination, and the Dealer Act.

The court held a bifurcated trial. The jury found GM liable on all three claims and awarded Willow $631,000 for past lost profits, nothing for future lost profits, and $600,000 in punitive damages. GM filed alternative motions for judgment notwithstanding the verdict or a new trial. The district court denied the motions, but reduced the untrebled damages by $230,000. The district court also concluded the wrongful termination liability finding was a "nullity" because the jury awarded nothing for future lost profits. Willow accepted the remittitur and the district court entered a revised judgment. The judgment was further amended to include an award of attorney's fees together with post-verdict interest and costs. The court denied Willow's application for costs except for those costs contained in 28 U.S.C. Sec. 1920. Both parties appeal. We affirm.

I.

Robert E. Willow purchased an existing Chevrolet/Oldsmobile dealership in Menomonie, Wisconsin, in February 1974, and entered into Dealer Sales and Service Agreements ("Dealer Agreements") with GM's Chevrolet Motor Division ("Chevrolet") and Oldsmobile Division ("Oldsmobile"). Willow built a new facility in 1976. Before moving in, Willow entered into Dealer Agreements with Chrysler Corporation ("Chrysler"), adding Chrysler and Plymouth automobiles and Dodge trucks to its product lines. Willow did not notify GM before entering into the Chrysler Dealer Agreements, and GM never provided written approval.

Willow's business was successful during the 1970's. Sales and revenues continually increased from 1974 to 1979, and Willow showed a net profit each year. Willow, however, along with the rest of the domestic car industry, suffered from the 1979 energy crisis and high interest rates that followed. In response, Willow instituted a new sales program, selling cars at a fixed amount over invoice. Initially, Chevrolet and Oldsmobile were enthusiastic about the program.

But soon after Willow implemented its new sales program, Chevrolet's district manager informed it that Chevrolet's regional zone disliked the program and that the zone had received complaints from other area dealers. The manager suggested that Willow change the program.

Willow then began to experience product allocation problems. Chevrolet's district manager advised Willow that the zone was adjusting allocations to remove cars from Willow, but refused to give a further explanation. Eventually, the manager stopped giving any allocation figures to Willow. Besides allocation problems, Willow faced long shipping delays and difficulty in placing production orders. Frustrated, Willow finally quit taking new car orders altogether because there was no realistic hope of filling them.

Besides the sales program, Willow took further steps to strengthen its financial outlook. At the suggestion of its banker, Willow arranged to share its facilities with a local Ford dealer. In 1982, Mar-Ren, Ltd., the Ford dealer, moved onto Willow's lot. Willow did not seek GM's approval before consummating the deal with Mar-Ren.

Shortly afterwards, the Chevrolet zone manager wrote Willow, stating that Chevrolet considered Mar-Ren's presence to be in violation of the Chevrolet and Oldsmobile Dealer Agreements and threatening to terminate the agreements unless Mar-Ren vacated Willow's lot within thirty days. GM considered Willow in breach of the Dealer Agreements in two respects. First, Willow neither notified GM nor sought its approval before permitting Mar-Ren to share the premises. Second, GM claimed that Mar-Ren's presence violated the Dealer Agreements' space guideline provisions. GM had never objected to Willow's carrying Chrysler products and it did not object to the absence of advance notice when Willow entered into the Chrysler Dealer Agreement in 1976. Willow's attorney offered a plan to satisfy GM's objections, but GM never responded.

In early 1983, GM sent termination notices to Willow. Willow, however, filed a protest with the Wisconsin Commissioner of Transportation which, under Wisconsin law, automatically stayed the termination notices. Thus, Willow continued operating under the Chevrolet and Oldsmobile Dealer Agreements. But Willow's financial problems mounted throughout 1983 and 1984 and it eventually declared Chapter 11 bankruptcy in February, 1985.

After the jury found for Willow on all three claims, GM filed motions for j.n.o.v. or in the alternative a new trial. These motions advanced fourteen separate challenges to both the liability and damage verdicts. The trial court denied the motions. It held that the unconscionability claim was properly in the case and that there was sufficient evidence to support the liability verdict as to both the Dealer Act and the unconscionable practices claims. The court cited evidence that GM limited Willow's allocation of new vehicles, withheld allocation information, extended time of vehicle delivery, and refused to accept Willow's facilities. (App. 7, 9-10) The court also held there was substantial evidence to support the damage award. However, the court ordered remittitur of $230,000 and vacated the punitive damages. It trebled the remaining damages under Sec. 218.01(9)(a). Wis.Stat.Ann. Sec. 218.01(9)(a).

GM appeals the denial of its motions on several grounds. It argues first that the unconscionable practices claim (Sec. 218.01(3)(a)11) was untimely added. Regardless, GM contends, Sec. 218.01(3)(a)11 is not applicable to manufacturers such as GM. GM further argues that, even if Sec. 218.01(3)(a)11 is applicable, the trial court nevertheless erred because its unconscionable practices jury instruction was erroneous. Next, GM argues the evidence failed to support the Dealer Act verdict. GM then claims that the district court's erroneous submission of the punitive damages issue was prejudicial error as a matter of law, requiring a new trial. Finally, GM asks for a new trial as to damages, complaining that no competent or credible evidence supported the damage verdict.

The district court denied Willow's application for costs for anything beyond those provided for in 28 U.S.C. Sec. 1920. Willow filed a cross-appeal, seeking additional costs under Wis.Stat.Ann. Sec. 218.01(9)(a).

II. Wisconsin Unconscionable Practices Claim

A. GM Was Fairly Charged With Notice of Willow's Unconscionability Claim.

GM complains on appeal that it was prejudiced by the last-minute addition of the unconscionability claim. We are not persuaded. It is true that Willow's complaint failed specifically to cite Sec. 218.01(3)(a)11. But that is not dispositive under the Federal Rules of Civil Procedure. American Timber & Trading Co. v. First National Bank of Oregon, 690 F.2d 781, 786 (9th Cir.1982). A complaint must only set forth a "short and concise statement of the claim showing that the pleader is entitled to relief." Tremps v. Ascot Oils, Inc., 561 F.2d 41, 45 (7th Cir.1977) (quoting Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 102, 2 L.Ed.2d 80 (1957)). The statement must give the defendant fair notice of the plaintiff's claim and the grounds upon which it rests. Id. To this end, pleadings are liberally construed and each theory need not be explicitly spelled out, so long as the other side receives notice as to what is at issue in the case. American Timber & Trading Co., 690 F.2d at 786. "[I]n deciding whether a complaint fairly notifies a defendant of matters sought to be litigated, courts have often looked beyond the pleadings to the pretrial conduct and communication of the parties." Sundstrand Corp. v. Standard Kollsman Industries, Inc., 488 F.2d 807, 811 (7th Cir.1973).

Essentially, GM argues that the last-minute introduction of the unconscionable practices claim took it by surprise. This is belied, however, by GM's position before the district court. At the pretrial conference, GM objected to the inclusion of the unconscionability claim. But its reasoning before the district court was much different than what is argued here. There GM argued that the unconscionability claim was "subsumed" in the wrongful termination claim (Sec. 218.01(3)(a)17) and that Willow should not get "two kicks at the cat" by adding the cumulative unconscionability claim. (Tr. 17, 18). Obviously, under that reasoning, GM should have been fully aware of the unconscionability claim because it was "subsumed" in the wrongful termination claim. That is, no new facts needed to be alleged, and the specific section of the statute did not even need to be mentioned because the one claim was "subsumed" in the other. Now, however, GM contends it was unaware of the claim all along.

Willow's complaint...