Club Car, Inc. v. Club Car (Quebec) Import, Inc.
| Decision Date | 17 January 2003 |
| Docket Number | No. CIV.A.100-195.,CIV.A.100-195. |
| Citation | 276 F.Supp.2d 1276 |
| Parties | CLUB CAR, INC., Plaintiff, v. CLUB CAR (QUEBEC) IMPORT, INC., and Martin Murphy, Defendants. and Club Car (Quebec) Import, Inc., Counterclaim Plaintiff, v. Club Car, Inc., Pierre Champigny, Equipements Pierre Champigny, Ltd., and Ingersoll Rand Co., Counterclaim Defendants. |
| Court | U.S. District Court — Southern District of Georgia |
James B. Ellington, Thomas L. Cathey, Hull, Towill, Norman, Barrett & Salley, PC, Thomas W. Tucker, Tucker, Everitt, Long, Brewton & Lanier, PC, Augusta, for Club Car, Inc., plaintiff.
Sam G. Nicholson, Augusta, Andrew M. Scherffius, III, Darren W. Penn, Scherffius, Ballard, Still & Ayres, LLP, Stephen F. Humphreys, Stephen F. Humphreys, PC, Athens, Jeffrey R. Harris, Scherffius, Ballard, Still & Ayres, LLP, Savannah, for Club Car (Quebec) Import, Inc., Martin Murphy, defendants.
Plaintiff has filed a civil action against Club Car Quebec Import, Inc. ("CCQ"), and Martin Murphy alleging a breach of a distributorship agreement and guaranty contract. CCQ and Murphy subsequently filed three lengthy counterclaim complaints against Plaintiff and added Pierre Champigny, Equipements Pierre Champigny, Ltd., and Ingersoll Rand Company to this action as Counterclaim Defendants. The counterclaims encompass charges, inter alia, of conversion, money had and received, breach of contract, racketeering, and fraud on the part of Plaintiff and Counterclaim Defendants. Now pending before the Court are a partial summary judgment motion filed by Plaintiff, a partial summary judgment motion filed by CCQ, a summary judgment motion filed by Murphy, a summary judgment motion filed by Champigny and Equipements Pierre Champigny, and a summary judgment motion filed by Ingersoll Rand Company. For the reasons that follow, the Court will GRANT summary judgment in favor of Ingersoll Rand Company, Champigny, and Equipements Pierre Champigny, and partial summary judgment in favor of Plaintiff. The Court will DENY the motion for summary judgment filed by Murphy and the motion for partial summary judgment filed by CCQ.
Plaintiff designs and manufactures golf carts and their parts for sale or lease through authorized distributors and direct channels. Since the early 1980s, CCQ has been an authorized distributor of Plaintiff's golf carts and parts pursuant to a series of distributorship agreements. Murphy is the president and principal shareholder of CCQ.
Under the distributorship agreements, which continued until September 1, 2000, CCQ distributed Plaintiff's golf carts and parts in Quebec and elsewhere in Canada. The distributorship agreements provided that CCQ would order new golf carts and parts from Plaintiff in Augusta, Georgia, for delivery either to CCQ's principal place of business or directly to its customers. Plaintiff extended credit to CCQ in the course of their business relationship, and the parties regularly exchanged orders, payments, and commissions. In 1990, Plaintiff and Murphy executed a personal guaranty to ensure payment by either Murphy or CCQ on golf carts and parts ordered by CCQ and provided by Plaintiff on credit.
In the early 1990s, Plaintiff and CCQ reached an oral agreement under which CCQ would have a right of first refusal on all of Plaintiff's used golf carts sold within its territory. If CCQ declined to purchase the used carts under its right of first refusal, it would receive a $100 commission on each cart subsequently sold in its territory. A disagreement over the nature of the arrangement arose in 1996 and resurfaced again in June 1997, when Murphy wrote to Ray Bentley1 to complain about the sale of used golf carts to Pierre Champigny. After consulting with his supervisors, Bentley elected to end the used cart arrangement between Plaintiff and CCQ. Murphy was notified by letter that the arrangement would end on December 31, 1997.2 Despite the urging of Murphy at a sales seminar in August 1997, Bentley declined to reconsider the decision to terminate the arrangement.
In addition to the distributorship agreements concerning golf carts, Plaintiff and CCQ also engaged in a series of written agreements concerning the distribution of utility vehicles, or "carryall" vehicles.3 The last distributorship agreement concerning carryall vehicles expired on February 28, 1989.
In 1998, an interest arose in renewing the utility vehicle distributorship agreement. Plaintiff contends that interest in a new agreement originated on the part of CCQ and Murphy, while CCQ contends that Plaintiff contacted it to express interest in renewing the agreement. In any case, Dave Marmelstein, then a regional manager for Plaintiff, met with Murphy in the summer of 1998 to discuss the possibility of CCQ becoming a utility vehicle dealer. CCQ contends that an oral agreement concerning a utility distributorship was reached at that meeting, while Plaintiff's position is that the meeting was only informational in nature and resulted in Marmelstein directing Murphy to formulate a business plan concerning the proposed dealership. Marmelstein never received the business plan. CCQ did receive utility vehicles from Plaintiff for sale between 1998 and 2000, but Plaintiff contends that no distributorship agreement was in place.
Since early 1999, Plaintiff has been charging CCQ a Quebec Provincial Sales Tax ("QST") for products shipped by Plaintiff into the Canadian province of Quebec. Joan Speering, an accountant employed by Plaintiff, was responsible for handling Canadian tax matters and maintaining the general ledger where CCQ's QST payments were recorded. Speering contacted the province of Quebec concerning the submission of QST payments and was told that she would need a QST identification number before she could remit QST funds. Speering, however, did not send an application for a QST identification number until August or September, 2000.4 When she did send in an application, she did so incorrectly. The necessary corrections were made to the application and it was submitted on December 12, 2000.
Plaintiff received its identification number five months later, on May 11, 2001. Speering then issued a check for the tax due, and the province of Quebec negotiated the check on July 9, 2001.
Plaintiff filed the instant action in the superior court of Columbia County, Georgia, on August 29, 2000, seeking to recover more than $1.5 million for goods delivered to CCQ for which Plaintiff was never paid. Defendants removed the case to this Court and filed a motion for dismissal, which the Court denied. Defendants then filed three lengthy counterclaims against Plaintiff and three new Counterclaim Defendants alleging breach of contract, wrongful termination of contract, tortious interference with business relations, tortious interference with the prospective sale of business, conspiracy, conversion, breach of fiduciary duty, violations of federal and state RICO laws, and fraud.
Federal Rule of Civil Procedure 56(c) provides for summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law." Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). Thus, summary judgment is granted against a party who fails to produce evidence sufficient to prove each element of a claim on which it will bear the burden at trial. Id.
Summary judgment is granted if the court finds that there is no genuine dispute as to a material fact. This materiality requirement mandates that only disputes over facts that might affect the outcome of the lawsuit are considered. Anderson v. Liberty Lobby Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). A dispute is "genuine" if there is evidence sufficient for a reasonable jury to return a verdict for the nonmoving party. Id. All evidence presented to the Court relevant to a motion for summary judgment must be viewed in the light most favorable to the nonmoving party. United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 994, 8 L.Ed.2d.176 (1962); Sweat v. Miller Brewing Co., 708 F.2d 655, 656 (11th Cir.1983). However, "[i]f the evidence is merely colorable, or is not significantly probative, summary judgment may be granted." Anderson, 477 U.S. at 249-50, 106 S.Ct. at 2511 (internal citations omitted). The court must draw all reasonable inferences in favor of the nonmoving party. Carlin Communication Inc., v. Southern Bell Telephone & Telegraph Company, 802 F.2d 1352, 1356 (11th Cir. 1986). At the summary judgment stage, the court may not weigh the evidence or make credibility determinations. Chapman v. American Cyanamid Co., 861 F.2d 1515 (11th Cir.1988).
Once the moving party has met its burden under Rule 56(c) and (e), the nonmoving party "must do more than show that there is some metaphysical doubt as to the material facts." Matsushita Electrical Industrial Co., v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). This means, simply, that the nonmoving party may not rest on the pleadings but must present specific facts showing an issue for trial. Id. The Court will address the merits of each summary judgment motion in turn.
Plaintiff seeks partial summary judgment on Defendants' claims under federal and state Racketeer Influenced and Corrupt Organizations ("RICO") statutes and common law fraud, as raised in Defendant's counterclaim complaint of April 2, 2002. Under 18 U.S.C. § 1964(c), the federal RICO statute, "[a]ny person injured in his business or property by reason of a violation of section 1962 of this chapter may sue therefor in any appropriate United...
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