CARIBE BMW v. Bayerische Motoren Werke
| Citation | 821 F. Supp. 802 |
| Decision Date | 13 May 1993 |
| Docket Number | Civ. No. 91-1156 (RLA). |
| Parties | CARIBE BMW, INC., Plaintiff, v. BAYERISCHE MOTOREN WERKE AKTIENGESELLSCHAFT and BMW of North America, Inc., Defendants. |
| Court | U.S. District Court — District of Puerto Rico |
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Enrique J. Mendoza-Mendez, Santurce, P.R., for plaintiff.
Adrian Mercado, Old San Juan, P.R., for intervenor El Fenix De Puerto Rico, Inc.
Manuel A. Guzman, McConnell Valdés, San Juan, P.R., for defendants.
For a period of nine years, plaintiff, Caribe BMW, Inc. ("Caribe") was the sole importer-retailer in Puerto Rico of certain BMW automobiles and parts. Caribe worked under an "Importer Contract" it negotiated in Germany with codefendant Bayerische Motoren Werke Aktiengesellschaft ("BMW AG"), the German manufacturer of BMW cars and parts and Caribe's only supplier of BMW products. Caribe would buy BMW products directly from BMW AG in Germany, import them into Puerto Rico, and sell them to consumers in Puerto Rico. In December 1990, BMW AG terminated its contract with Caribe.
Thereafter, Caribe filed the present action against BMW AG for breach of contract, violation of the Puerto Rico Dealers' Contracts Act ("Act 75"), and violation of Federal and Puerto Rico antitrust laws. Under the same antitrust laws and allegations it raised against BMW AG, Caribe also sued BMW of North America ("BMW NA"), a wholly-owned subsidiary of BMW AG that imports BMW automobiles and parts into the continental United States where it sells them to various retailers. These retailers, in turn, sell the BMW products to consumers. There has never been a contractual relation between Caribe and BMW NA.
Plaintiff has amended its Complaint three times, twice in an attempt to cure various deficiencies raised by the defendants in a succession of dispositive motions. Before the Court are a combination of motions to dismiss the entire Second Amended Complaint (the "Complaint") and their respective oppositions. BMW NA and BMW AG have moved to dismiss the antitrust claims in Caribe's Complaint for failure to state a cause of action. BMW AG also avers that the court lacks in personam jurisdiction and that plaintiff's contract-based allegations should be dismissed because of a mandatory forum-selection clause in the Importer Contract making Germany the exclusive jurisdiction for all disputes.
There are four "counts" or causes of action alleged in Caribe's Complaint. Count one (Robinson-Patman Act and Puerto Rico's Antimonopolistic law) states that: (1) BMW AG charged Caribe higher prices than BMW NA contemporaneously charged retail outlets in the United States that were competing with Caribe in the resale of BMW automobiles of like grade and quality, in violation of Section 2(a) of the Robinson-Patman Act, 15 U.S.C. § 13(a), and the analogous Puerto Rico antitrust statute, P.R. Laws Ann. tit. 10 § 265; (2) BMW AG and BMW NA paid unidentified brokerage commissions or discounts in lieu thereof to its dealers, where no services were provided in return, in violation of Section 2(e) of the Robinson-Patman Act, 15 U.S.C. § 13(c); (3) BMW NA offered retail outlets in the continental United States competing with Caribe unspecified economic advantages unavailable to Caribe on proportionally equal terms, in violation of Sections 2(d) and 2(e) of the Robinson-Patman Act, 15 U.S.C. §§ 13(d) and (e), and P.R. Laws Ann. tit. 10 §§ 263(b) and (c); and (4) if BMW NA is deemed separate from BMW AG for Robinson-Patman Act purposes, then BMW NA knowingly induced and received a price discrimination in violation of Section 2(f) of the Robinson-Patman Act, 15 U.S.C. § 13(f), and P.R. Laws Ann. tit. 10, § 263(d).
Count two (Sherman Act and Puerto Rico law) states that: Caribe, under threat that it would be terminated as a BMW importer/retailer, agreed to a "secret condition" in the Importer's Contract prohibiting it from raising its retail prices above levels set by BMW AG and BMW NA, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, and the analogous Puerto Rico antitrust statute, P.R. Laws Ann. tit. 10 § 258.
Count three (Breach of Contract) alleges that BMW AG breached the Importer Contract by: (a) incorrectly representing that these contracts were "standard;" (b) charging Caribe prices that were not those that were "valid on the dates of the invoices;" (c) failing to sell Caribe the 318i model or its substantial equivalent; (d) failing to offer "factory support;" (e) directly or indirectly selling and delivering "cars destined to be sold in Puerto Rico;" and (f) unjustifiably terminating the contract.
Count four (Act 75) states that BMW AG violated the Puerto Rico Dealers' Contracts Act, P.R. Laws Ann. tit. 10, § 278, et seq. (1964), by terminating the Importer Contract without just cause.
Plaintiff's original complaint was filed on February 1, 1991 (Docket No. 1). It was quickly followed by a "First Amended Complaint" on March 18, 1991 (Docket No. 3).
On May 14, 1991, BMW NA filed a Motion to Dismiss and/or for Summary Judgment regarding the two antitrust claims in the First Amended Complaint, which were, and still are, the only claims asserted against BMW NA (Docket No. 9). Attached to BMW NA's motion was a three-paragraph affidavit by James Ryan, a BMW NA executive, as well as copies of blank "dealer agreements" BMW NA used in the mainland United States. BMW NA's motion also included a separate statement of material facts as to which BMW NA alleged there was no genuine issue to be tried. In essence, BMW NA argued that the amended complaint failed to state critical factual elements to properly assert antitrust claims.
During the early summer of 1991, plaintiff notified BMW NA with various wide-ranging discovery requests and deposition notices. BMW NA responded with an extensive "Motion for Protective Order," pursuant to Fed. R.Civ.P. 26(c) (Docket No. 13), enclosing copies of all the disputed discovery requests. In its Rule 26(c) motion, BMW NA argued that plaintiff's "broad-based merits discovery" should not be allowed or, in the alternative, that discovery should be limited to the antitrust issues raised in the pending motion to dismiss and/or for summary judgment, as allowed by Fed.R.Civ.P. 56(f).
On June 17, 1991, plaintiff responded by filing motions requesting discovery be compelled, opposing defendants' motion to dismiss, and tendering an amended complaint.1
The sum effect of plaintiff's multiple filings was that it refused BMW NA's alternative suggestion that discovery be limited to the antitrust issues in BMW NA's motion to dismiss. Indeed, through its Rule 56(f) motion and its motion to compel, Caribe insisted on obtaining all the extensive discovery it originally sought. In addition, Caribe submitted a complete — despite its "preliminary" title — opposition to BMW NA's motion to dismiss and for summary judgment. And, finally, Caribe tendered a Second Amended Complaint expressly directed towards defeating BMW NA's motion to dismiss.
On July 10, 1991, the Court (Fusté, J.) granted BMW NA's motion for protective order, denied Caribe's Rule 56(f) motion and its motion to compel discovery, and stayed all discovery pending resolution of BMW NA's motion to dismiss the antitrust claims. The Court also allowed the Second Amended Complaint. (Docket No. 25) (the "Complaint).
Apparently unaware of the Second Amended Complaint, BMW AG's first pleading in the case, a motion to dismiss and/or for summary judgment, was directed towards the, by then moot, First Amended Complaint. (Docket No. 27, July 15, 1991). BMW AG's motion sought dismissal of the Complaint for lack of in personam jurisdiction and failure to state a cause of action as to the antitrust claims. Regarding the Act 75 and breach of contract claims (the "contract claims"), BMW AG requested summary judgment in its favor on the basis of a choice-of-forum clause in its contract with Caribe that designated Germany, and not Puerto Rico, as the only forum to resolve their disputes. It supported its motion with a separate statement of uncontroverted material facts which was founded on two affidavits by BMW AG executives, to wit, Mr. Horst Dihlmann and Dr. Jost J. Schmitt.2
Meanwhile, BMW NA filed yet another motion to dismiss addressed to the antitrust claims in the Second Amended Complaint. (Docket No. 36). This time, however, BMW NA changed procedural tack: it withdrew its original request for summary judgment and framed its motion as strictly one to dismiss the Complaint. Arguing, correctly we believe,3 that the Second Amended Complaint had wiped the procedural slate clean, BMW NA asked the court to ignore the Ryan affidavit and other exhibits it attached to its original motion, and to focus solely on the latest version of the Complaint. BMW NA argued that the Complaint by itself failed to state a cause of action. BMW NA also asserted that the requested dismissal should be with prejudice given that plaintiff has had no less than three opportunities to sufficiently plead its antitrust allegations, and had failed.
Plaintiff, for its part, filed a supplement to its opposition to BMW NA's Motion to Dismiss (Docket No. 39) (to which BMW NA responded, Docket No. 41). Then, on September 27, 1991, it simultaneously filed the following motions: (a) a renewal Fed. R.Civ.P. 56(f) motion, specifically requesting discovery only as to BMW NA and BMW AG's motions to dismiss the antitrust claims and as to BMW AG's Motion to Dismiss for lack of in personam jurisdiction (Docket No. 50);4 (b) an opposition to BMW AG's Motion to Dismiss and Motion for Summary Judgment (Docket No. 51); and (c) an Opposition to BMW NA and BMW AG's Motion to Dismiss the antitrust claims (Docket No. 52). BMW NA and BMW AG filed their respective replies and opposition to the Rule 56(f) request (Docket Nos. 56 and 57). We again find plaintiff'...
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