Brooks v. ST. JOHN'S MOTOR SALES, INC., 5D01-2659.

Decision Date03 May 2002
Docket NumberNo. 5D01-2659.,5D01-2659.
Citation814 So.2d 1237
PartiesWilliam L. BROOKS, Individually, etc., et al., Appellants, v. ST. JOHN'S MOTOR SALES, INC., et al., Appellees.
CourtFlorida District Court of Appeals

Frank H. Killgore, Jr., Mark L. Ornstein and William J. Denius of Killgore, Pearlman, Stamp, Ornstein & Squires, P.A., Orlando, for Appellants.

Richard G. Rumrell of Rumrell, Wagner & Costabel, LLP, Jacksonville, and Daniel F. Katz, Raymond W. Bergan, Charles T. Kimmett and Edward C. Barnidge, of Williams & Connolly LLP, Washington, DC, for Appellees.

PLEUS, J.

This is an appeal of the denial of a motion for a temporary injunction made pursuant to section 320.695 of the Florida Automotive Dealer's Day In Court Act. We have jurisdiction pursuant to Florida Rule of Appellate Procedure 9.130(a)(3)(B). The trial court denied injunctive relief because it found that the petitioner was not a "motor vehicle dealer" as set forth in the statute. We affirm that decision.

The trial judge set forth the factual background and issue presented as follows:

The Dealer Development Group (DDG) was incorporated in 1989 for the stated purpose of allowing qualified individuals with insufficient capital to become owners of Toyota dealerships. In the dealer development program, DDG and an individual, as sole shareholders, would form a corporate dealership. Once the corporate dealership was formed, the individual received an opportunity to manage the dealership and the ability to acquire full ownership of it by applying dealership profits generated during his or her management towards the purchase of DDG's interest in the dealership.
The Plaintiff, Brooks, was a District Manager at Southeast Toyota Distributors, LLC (SET), which is the exclusive Toyota distributor in Florida selling products manufactured and approved by Toyota Motor Corporation and imported and sold to SET by Toyota Motor Sales U.S.A., Inc. In 1996, DDG offered the Plaintiff an opportunity to participate in the dealer development program. To that end, the Plaintiff and DDG formed St. Johns Motor Sales, Inc. d/b/a St. Augustine Toyota (St. Augustine Toyota) pursuant to a Stockholder's Agreement entered into on March 23, 1996. Under the terms of the Stockholder's Agreement, DDG became the majority stockholder holding 5,250 shares of Preferred Stock, and Brooks became a minority stockholder holding 3,500 shares of Common Stock. The Plaintiff also agreed to manage St. Augustine Toyota pursuant to a Management Agreement entered into with the dealership on May 1, 1996. On May 23, 1996, St. Augustine Toyota became an authorized Toyota dealership by virtue of a Toyota Dealer Agreement entered into by SET and St. Augustine Toyota. The Toyota Dealer Agreement was renewed in 1998 for an additional two years, and a third agreement became effective on or about November 14, 2000 and was for a term of six (6) years.
On May 9, 2001, Walt Bovard, of DDG presented a letter to Brooks which terminated the Management Agreement. The termination was pursuant to Paragraph 5 of the Management Agreement which allowed for termination without cause upon 45 days prior written notice. In accordance with Section 11.01 of the Shareholder's Agreement, upon the Plaintiff's termination the Shareholder's Agreement was likewise automatically terminated and the Plaintiff was required to sell his shares of common stock to DDG.
Thereafter, on July 6, 2001, the Plaintiff filed a two count verified complaint. In the Complaint, the Plaintiff alleges violation of § 320.641 and § 320.645, Fla. Stat., and has asked that the Court grant both a temporary and permanent injunction against Defendants SET and St. Augustine Toyota pursuant to § 320.695, Fla. Stat. The grounds asserted for temporary or permanent injunctive relief are assertions that SET and St. Augustine Toyota have "violate[d], and continue to violate, Section 320.641, Florida Statutes, by failing to comply with the ninety day notice requirement outlines in that statute, and by denying Brooks any reasonable expectation of acquiring full ownership of the dealership upon reasonable terms and conditions." Brooks also contends he has been wrongfully removed as President, Dealer Operator and General Manager of St. Augustine Toyota, and that the Defendant's "continue to divest him of his control, ownership and voting rights in the dealership."
The central issue to be decided by this Court is whether the Plaintiff may be considered a "motor vehicle dealer;" a designation which would give Plaintiff standing to pursue an action for a temporary and/or permanent injunction in the Circuit Court under § 320.695, Fla. Stat.....

In his order denying relief, Judge Traynor stated he felt compelled to rule that Brooks was not a "motor vehicle dealer" based on the facts and holding of Pearson v. Ford Motor Co., 694 So.2d 61 (Fla. 1st DCA 1997) ("Pearson III"). He also observed that prior to Pearson III being decided in state court, a similar action based on a similar federal law (the Automobile Dealers' Day in Court Act, 15 U.S.C. Sections 1221-1225) was rejected by the federal courts at both the district and circuit levels. Pearson v. Ford Motor Co., 865 F.Supp. 1504 (N.D.Fla.1994)("Pearson I"); Pearson v. Ford Motor Co., 68 F.3d 1301 (11th Cir.1995)("Pearson II"). The trial court commented on his reluctance to deny relief:

Although the Court is compelled to rule in favor of the Defendant, it does so with reluctance since it believes the holdings and reasoning set forth in Kavanaugh [v. Ford Motor Co., 353 F.2d 710 (7th Cir.1965)], York [Chrysler Plymouth v. Chrysler Credit Corp.,
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