Euromotion, Inc. v. BMW of North America, Inc.

• Decision Date: 03 December 1997
• Docket Number: No. 97-1802,97-1802
• Citation: 136 F.3d 866
• Parties: EUROMOTION, INC. d/b/a Prime Wholesalers, Plaintiff, Appellant, v. BMW OF NORTH AMERICA, INC., Defendant, Appellee. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 866

136 F.3d 866

EUROMOTION, INC. d/b/a Prime Wholesalers, Plaintiff, Appellant, v. BMW OF NORTH AMERICA, INC., Defendant, Appellee.

No. 97-1802.

United States Court of Appeals,

First Circuit.

Heard Dec. 3, 1997.

Decided Feb. 24, 1998.

Rafael Escalera-Rodriguez, with whom Edna Hernandez and Richard & Escalera, San Juan, PR, were on brief, for appellant.

Manuel A. Guzman, with whom Carlos A. Steffens and Manuel A. Guzman Law Offices, were on brief for appellee.

Before BOUDIN, Circuit Judge, CAMPBELL and BOWNES, Senior Circuit Judges.

CAMPBELL, Senior Circuit Judge.

Euromotion, Inc. ("Euromotion") brought this diversity action against BMW of North America, Inc. ("BMW"), alleging that BMW had terminated Euromotion's dealership agreement without good cause in violation of Puerto Rico's Law 75 of June 24, 1964, P.R. Laws Ann. tit. 10, § 278 et seq. ("Law 75"), and that BMW had failed to negotiate with Euromotion in good faith concerning a dealership, thereby violating Article 1802 of the Puerto Rico Civil Code, P.R. Laws Ann. tit. 31, § 5141. BMW moved for summary judgment arguing, inter alia, that the undisputed facts established that Euromotion had never been a BMW dealer, and that BMW had never in fact negotiated with Euromotion. The district court granted BMW's motion. We affirm the district court's grant of summary judgment.

I. BACKGROUND.

We state the facts in the light most favorable to Euromotion. See Casas Office Machs., Inc. v. Mita Copystar Am., Inc., 42 F.3d 668, 684 (1st Cir.1994).

Beginning in 1991, Euromotion, an independent vendor of automobiles, without encouragement from BMW, began to perform many of the functions of a BMW dealer in Puerto Rico. It bought BMW automobiles from independent dealers in Florida for resale in Puerto Rico, maintained an extensive BMW inventory, acquired sales facilities, and advertised having BMW automobiles for sale.

BMW had no authorized dealer of its own in Puerto Rico, and in 1993 began to search for an establishment to serve as its exclusive dealer there. Euromotion's president corresponded with BMW about Euromotion's expressed desire to become the exclusive BMW dealer in Puerto Rico. In October 1993, BMW interviewed Euromotion's president and other potential candidates for the dealership position.

Around the same time, BMW instituted an export prohibition on its automobiles. As a result of that prohibition, Tom Bush BMW, an independent BMW dealer in Florida, informed BMW and Euromotion that it would not continue to sell cars to Euromotion.

Sometime in October or November of 1993, John Ciontea, the area manager for BMW, met with Manuel Soltero, Euromotion's president (the "1993 meeting"). Also present at this meeting were Luis Rios, an automobile dealer used by Euromotion, and Carlos Kirigin, a sales representative for a Florida BMW dealership by the name of Fields BMW. At this meeting, Soltero expressed concern that BMW's newly implemented prohibition on exports would impede Euromotion's ability to obtain BMW's cars. In response, Ciontea gave Kirigin (and through him, Fields BMW) the "green light" to sell cars and other paraphernalia to Euromotion. According to Euromotion, BMW encouraged it to develop the Puerto Rican market and to keep its inventories high. BMW also told Euromotion's president not to worry about the lack of a written dealer application packet because "everything would be put [i]n black and white" eventually.

Euromotion contends that the 1993 meeting established a dealer relationship with BMW. After the meeting, Euromotion sold only BMW's cars and attempted to develop the Puerto Rican market for such cars. Euromotion obtained these cars from Fields BMW in Florida at a wholesale price. Although it is clear from the record that BMW did not have the authority to impose any terms or conditions on Fields BMW regarding its sale of automobiles to Euromotion, and although these sales were negotiated between Fields BMW and Euromotion, Fields BMW would have charged Euromotion a higher price if the 1993 meeting had not taken place. Euromotion also obtained brochures, T-shirts, and other BMW-related advertising materials from Fields BMW. Further, the BMW-authorized service representative in Puerto Rico gave full warranty service to cars sold by Euromotion.

The parties agree that Euromotion never bought a car directly from BMW, never placed a purchase order with BMW, never received any promotional material directly from BMW, never consulted or negotiated directly with BMW the prices or terms of its sales relationships with any of BMW's independent dealers, and never saw a copy of BMW's dealership agreement.

On December 13, 1993, Soltero acknowledged in a letter written to BMW that BMW had "a lot of candidates for the [BMW dealership] franchise ... [that] I understand you have to evaluate." Soltero expressed the "hope that before [BMW picked its] candidate [it] should come to Puerto Rico and give [Euromotion] a chance to show our business, meet our great staff and finally demonstrate why we are the best choice to proudly represent the BMW franchise in Puerto Rico." Soltero also asked BMW to "always remember that [Euromotion] already control[s] the BMW market and everybody recognize[s] us as the BMW dealer in Puerto Rico."

On June 22, 1995, BMW announced in the Puerto Rican papers that it had chosen a company called "Autogermana" to serve as the exclusive BMW dealer for Puerto Rico. Sometime after Autogermana was appointed as BMW's authorized dealer in Puerto Rico, Fields BMW ceased to give Euromotion the benefit of advantageous prices and business terms.

On June 25, 1996, Euromotion filed the present action alleging that BMW had violated Law 75 and the duty of good faith and fair dealing imposed by Article 1802 of the Puerto Rican Civil Code. Thereafter, Euromotion filed a motion for preliminary injunctive relief under Law 75, which the court denied after discovery and a hearing. On October 24, 1996, BMW filed a motion for summary judgment on both of Euromotion's claims.

On May 21, 1997, the district court allowed BMW's summary judgment motion. On the Law 75 claim, the district court found that Soltero's letter of December 13, 1993, wherein he acknowledged that there were many contenders for BMW to evaluate for a possible Puerto Rican dealership, established conclusively that an actual dealer relationship did not then exist as a result of the prior meeting between Ciontea and Soltero. On the good faith claim, the court found that none of the interactions between BMW and Euromotion constituted negotiations. Since no negotiations took place, the court reasoned that BMW was not under a duty to negotiate in good faith. The court did not address BMW's statute-of-limitations defense. On May 22, 1997, the court dismissed the case with prejudice. Euromotion has appealed. We affirm.

II. STANDARD OF REVIEW.

We review a grant of summary judgment de novo, viewing "the entire record in the light most hospitable to the party opposing summary judgment, indulging all reasonable inferences in that party's favor." Griggs-Ryan v. Smith, 904 F.2d 112, 115 (1st Cir.1990) (citations omitted). Summary judgment is appropriate only if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c).

Summary judgment is properly awarded against a party who, "after adequate time for discovery ... fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). Not all disputes preclude summary judgment, only those that relate to genuine issues of material fact. "The evidence manifesting the dispute must be 'substantial,' going beyond the allegations of the complaint." Hahn v. Sargent, 523 F.2d 461, 464 (1st Cir.1975) (citations omitted). Further, "neither conclusory allegations, improbable inferences, and unsupported speculation, nor [b]rash conjecture coupled with earnest hope that something concrete will materialize" prevent us from awarding summary judgment. J. Geils Band Employee Benefit Plan v. Smith Barney Shearson, Inc., 76 F.3d 1245, 1251 (1st Cir.1996) (internal quotation marks and citations omitted). Rather, to prevail over a properly supported motion for summary judgment, a nonmoving party must establish the existence of a trial-worthy issue by presenting "enough competent evidence to enable a finding favorable to the nonmoving party." Goldman v. First Nat'l Bank of Boston, 985 F.2d 1113, 1116 (1st Cir.1993) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S.Ct. 2505, 2510-11, 91 L.Ed.2d 202 (1986)).

III. DISCUSSION.

A. The Law 75 Claim.

Law 75 prohibits a principal from terminating its business relationship with a dealer unless the principal has "just cause." ¹ P.R. Laws Ann. tit. 10, § 278a. We interpret the language of Law 75 "in the light of the ends sought by the statute," see Sudouest Import Sales Corp. v. Union Carbide Corp., 732 F.2d 14, 16 (1st Cir.1984), which are "to protect Puerto Rico dealers from the harm caused when a supplier arbitrarily terminates a distributorship once the dealer has created a favorable market for the supplier's products, 'thus frustrating the legitimate expectations and interests of those who so efficiently carried out their responsibilities,' " R.W. Int'l Corp. v. Welch Food, Inc., 13 F.3d 478, 482 (1st Cir.1994) (citing Medina & Medina v. Country Pride Foods, Ltd., 858 F.2d 817, 820 (1st Cir.1988)).

To that end, Law 75 is drafted in broad terms. Law 75 defines a dealer as a "person actually interested in a dealer's contract." P.R. Laws Ann. tit. 10, § 278(a). A "dealer's contract" includes any...