Boyle v. Douglas Dynamics, Civil Action No. 00-12629-RGS (Mass. 8/29/2003)

• Decision Date: 29 August 2003
• Docket Number: Civil Action No. 00-12629-RGS.
• Parties: JAMES G. BOYLE and TUCK'S TRUCKS, INC. v. DOUGLAS DYNAMICS, LLC., FISHER PLOWS DIVISION.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 1

JAMES G. BOYLE and TUCK'S TRUCKS, INC. v. DOUGLAS DYNAMICS, LLC., FISHER PLOWS DIVISION.

Civil Action No. 00-12629-RGS.

United States District Court, District of Massachusetts.

August 29, 2003.

July 21, 2003.

MEMORANDUM AND ORDER ON MAGISTRATE JUDGE'S REPORT AND RECOMMENDATION

STEARNS, D.J.

Having reviewed the Report and Recommendation and plaintiffs' objections, I see no reason why the carefully explained recommendation of Magistrate Judge Dein should not be adopted. Summary judgment will therefore be granted to defendant Douglas Dynamics, LLC., Fisher Plows Division (Fisher) on all counts of the Complaint.¹ As the Magistrate Judge demonstrates, there was no enforceable agreement preventing Fisher from appointing J.C. Madigan, Inc. (Madigan) as a full-line distributor of its snow removal equipment, whatever the competitive disadvantage accruing to Tuck's Trucks, Inc. (TTI). Nor have plaintiffs adduced facts sufficient to overcome summary judgment on their tortious interference (Madigan) or fraud and misrepresentation claims. As the Magistrate Judge points out, TTI is unable to show that it even had a business relationship with Madigan, or that Fisher acted with improper motive or means in appointing Madigan. Nor can plaintiffs show that they reasonably on Fisher's generalized statements of goodwill in absorbing the business Tuck's Truck Sales (the undisputed evidence is to the contrary). Finally, plaintiffs have failed to show any conduct on Fisher's part (over and above the failed showing on their fraud and misrepresentation claim) that raises a trialworthy issue under Chapter 93A.

ORDER

For the reasons stated by the Magistrate Judge in her Report, the Recommendation is ADOPTED. Judgment shall be entered by the Clerk for Fisher on all Counts of the Complaint.

SO ORDERED.

REPORT AND RECOMMENDATION ON DEFENDANT'S MOTION FOR SUMMARY JUDGMENT

DEIN, U.S.M.J.

I. INTRODUCTION

Plaintiffs, James Boyle ("Boyle") and his closely held corporation, Tuck's Trucks, Inc. ("TTI"), brought this suit against the defendant, Douglas Dynamics, LLC, Fisher Plows Division ("Fisher"), a manufacturer of ice and snow equipment, after TTI purchased the assets of a truck dealership located in Hudson, Massachusetts called Tuck's Truck Sales, Inc. ("TTSales") and became an authorized distributor of Fisher's snow removal products.² The premise of the plaintiffs' lawsuit is that Fisher breached its distributorship agreement and otherwise acted wrongfully by promoting J.C. Madigan, Inc. ("Madigan"), TTSales' largest customer, from a limited pool distributor to a full-line distributor. As a result, Madigan became TTI's direct competitor as opposed to its largest customer. The plaintiffs allege that Fisher (1) breached the distributorship agreement (Count I), (2) tortiously interfered with the plaintiffs' contract with TTSales (Count II), (3) tortiously interfered with the plaintiffs' advantageous business relationship with Madigan (Count III), (4) violated Mass. Gen. Laws ch. 93A (Count IV), (5) violated Mass. Gen. Laws ch. 93, § 6, the Massachusetts Antitrust Act, (Count V), and (6) is liable for fraud and misrepresentation (Count VI).

Fisher has moved for summary judgment on all six counts of the Complaint. (Docket # 50). For the reasons detailed herein, this court concludes that there were no restrictions on Fisher's ability to promote Madigan to a full-line distributor. As a result, after reviewing the submissions and considering the parties' arguments, this court recommends to the District Judge to whom this case is assigned that Fisher's Motion for Summary Judgment be ALLOWED.

II. STATEMENT OF FACTS³

In ruling on a motion for summary judgment, the court must view "the facts in the light most favorable to the non-moving party, drawing all reasonable inferences in that party's favor." Bienkowski v. Northeastern Univ., 285 F.3d 138, 140 (1^st Cir. 2002) (quoting Barbour v. Dynamics Research Corp., 63 F.3d 32, 36 (1^st Cir. 1995)). Applying these principles to the instant case, the relevant facts are as follows:

Fisher's Distribution System

Fisher manufacturers ice and snow removal equipment, which it sells through a network of distributors, all of whom have to be appointed by Fisher. (Def.'s SMF ¶ 1; Murphy Dep. at 6-7, 13-14).⁴ At all relevant times, Fisher had two types of distributors: "pool" distributors and "full" or "full-line" distributors. While the parties dispute whether Fisher actually followed its own distribution system in the case of Madigan (see Pls.' RF ¶ 7), the parties agree that the following was the way the system was supposed to work.

A "pool distributor" is affiliated with a truck manufacturer (such as Chevy and General Motors ("GM")) as part of the manufacturers' bailment pool. (Def.'s SMF ¶ 5). In this capacity, the pool distributor accepts trucks from the manufacturer, installs additional equipment on the trucks, and then re-consigns the trucks to other truck dealerships which sell that manufacturer's truck to end-line customers. (Id.). Under this arrangement, the only profit a pool distributor receives is on the equipment installed, not from the ultimate sale of the truck. (Murphy Dep. at 51). Fisher pool distributors are authorized to purchase plows and snow removal equipment directly from Fisher for installation on pool vehicles, but not on other vehicles. (Def.'s SMF ¶ 7). If a Fisher pool distributor needed Fisher equipment for a non-pool vehicle (such as a vehicle the pool distributor itself would sell to the end-line user, or a vehicle owned by a customer which was made by a manufacturer with whom the pool distributor did not have a bailment pool relationship), the pool distributor had to purchase such equipment from one of Fisher's full-line distributors. (Def.'s SMF ¶ 7).

In contrast to a "pool distributor," a "full" Fisher distributor is authorized to buy all of its Fisher equipment directly from Fisher, regardless on which vehicle such equipment is to be installed. (Def.'s SMF ¶ 35). Thus, a full-line distributor could buy Fisher equipment directly from Fisher for its non-pool customers who wanted plows installed on their vehicles. (Def.'s SMF ¶ 31).

Fisher's Relationship With TTSales

Thomas Walsh ("Walsh"), also known as "Tuck," owned TTSales, a GMC truck and Navistar dealership located in Hudson, Massachusetts. TTSales first began selling Fisher snow removal equipment in the late 1960's or early 1970's. (Def.'s SMF ¶ 2). In the mid-1990's, Fisher upgraded TTSales to a distributor when Fisher lost an existing distributor in the Worcester/Fitchburg area. (Def.'s SMF ¶ 2).

It is undisputed that TTSales did not have a formal, written, distributorship agreement with Fisher. (See Boyle Aff.⁵ ¶ 16). According to Fisher, all of its distributorship agreements since approximately 1991 have been oral. (Def.'s SMF ¶ 39). However, it is also undisputed that the parties did execute some written agreements. Thus, on or about May 17, 1989, TTSales and Fisher executed a "Fisher Engineering Service Center Agreement" which included a "Marketing and Sales Policy" with the following components: (1) Service Center Qualifications Sheet; (2) Minimum Parts Stocking List for Service Centers; (3) Service Center Contacts; (4) Co-operative Advertising Program; and (5) Yellow Page Program (collectively the "Sales Policy"). (Boyle Aff. Ex. 3). According to the Sales Policy these "components, . . . together describe the parameters for our mutually beneficial relationship." (Id. at p. 1). A similar Sales Policy apparently was executed by TTSales and Fisher in around April 1996 and/or November 1996, along with an "Authorized Distributor Code of Ethics and Responsibilities." (Boyle Aff. Ex. 4). However, nothing in the documents presented to the court expressly addresses the issue of the appointment of distributors.⁶ The only even tangential reference is the statement that "Fisher Engineering reserves the right to sell snowplows through authorized O.E.M. Pool Distributors." (Boyle Aff. Exs. 3 and 4 at 1). Both the 1989 and 1996 Sales Policies also contain a "Service Center Qualifications Sheet" which included the prohibition that distributors "[m]ust not sell a competitive line of snowplows." (Id.). According to Fisher, however, this provision was not enforced by the company. (Murphy Dep. at 67-68).

Beginning in or around 1996, Fisher began discussing the possible appointment of Madigan, a company located in Ayer, Massachusetts that sells truck equipment, as a distributor. Madigan was a GMC pool distributor, and in the Spring of 1996, Madigan was approved by Chevy as well to be a pool distributor. (Def's. SMF ¶ 4). Fisher contends that it had a good business reason for wanting to appoint Madigan as a distributor. (See Def.'s SMF ¶ 6). Plaintiffs dispute these facts. (See Pls.' RF ¶ 6). Nevertheless, Fisher's business records show that at meetings held between TTSales' then-owner Walsh and Fisher's Regional Sales Manager, David Staples ("Staples") on January 10, 1996 and March 29, 1996, Staples broached the subject of naming Madigan as a distributor, but Walsh was vehemently opposed to any appointment of Madigan, even as a pool distributor. (See, e.g., Boyle Aff. Exs. 16-2, 17-2). In light of Walsh's opposition, on March 29, 1996, Fisher asked Madigan's president, Timothy Madigan ("Mr. Madigan"), if he would agree to being a pool distributor instead of a full distributor, and buy through TTSales for his nonpool vehicles in order to "make it a little easier on us." (Boyle Aff. Ex. 13). Mr. Madigan agreed. (Id.)

On April 12, 1996, TTSales was told by Fisher that Fisher "was going to sell Madigan plows for pool trucks and he [Madigan] can buy the rest from either Tuck or Chapdelaine," a competitor of TTSales located in Lunenberg, Massachusetts. (Boyle Aff. Ex. 17-3; Def's. SMF ¶ 8). Walsh was very upset, and "did not miss an expletive in describing everyone at Fisher from the top to the bottom." (Boyle Aff. Ex....