Ford Motor Co. v. Darling's
| Decision Date | 08 November 2022 |
| Docket Number | BCD-AP-2008-00001,BCD-AP-2008-00002,BCD-AP-2010-00005 |
| Parties | FORD MOTOR COMPANY Petitioner, v. DARLING'S, et al. Respondents |
| Court | Maine Superior Court |
FORD MOTOR COMPANY Petitioner,
v.
DARLING'S, et al. Respondents
Nos. BCD-AP-2008-00001, BCD-AP-2008-00002, BCD-AP-2010-00005
Superior Court of Maine, Cumberland
November 8, 2022
Ford Motor Company Petitioner / Plaintiff
Counsel: Daniel Rosenthal, Esq.
Lee Bals, Esq.
Marcus Clegg
Darling's Respondent / Defendant
Counsel: Judy Metcalf, Esq.
Metcalf Law
Noreen Patient, Esq.
Darlings
Matthew Dunlap Respondent / Defendant
Counsel: Jonathan Bolton, AAG
Office of Attorney General
Maine Automobile Dealers Association Intervenor
Counsel:
Matthew Warner, Esq
Michael Kaplan, Esq.
Pretti Flaherty
ORDER ON PARTIES' CROSS MOTIONS FOR SUMMARY JUDGMENT
Michael A. Duddy Judge
This case has been actively litigated since 2008. If the case doesn't hold the record for the oldest, continuously litigated civil matter in Maine, it must be near the top of the list. As a result of the lengthy litigation many facts have been established, liability has been established, and the only issue left before the Court is damages. On December 17, 2021, Petitioner Ford Motor Company ("Ford) filed a Motion for Summary Judgment pursuant to M.R. Civ. P. 56, and Respondent Darling's ("Darling's) filed a Motion for Partial Summary Judgment (collectively the "Cross Motions"). The Cross Motions raise three simple questions, which for the reasons set forth below are answered as follows: (1) Darling's Blue Oval Certification program ("BOC") damages stopped accruing on March 18, 2019; (2) Darling's eligibility for damages has already been established, and Darling's does not need to address eligibility as part of its damages case; and (3) payments made pursuant to BOC replacement programs can be used to offset damages owned under the BOC program. The Cross Motions are thus each granted in part and denied in part. The case is now ready for what will be a second damages hearing. As corrected or clarified by the answers described above, the second damages hearing will proceed exactly like the first damages
hearing, with the exception that Ford will be allowed to introduce evidence limited to the programs that replaced the BOC program as discussed below.
STANDARD OF REVIEW
Summary judgment is appropriate where the parties' statements of material fact and the portions of the record referenced therein "disclose no genuine issues of material fact and reveal that one party is entitled to judgment as a matter of law." Currie v. Indus. Sec., Inc., 2007 ME 12, ¶ 11, 915 A.2d 400. "A material fact is one that can affect the outcome of the case, and there is a genuine issue when there is sufficient evidence for a fact finder to choose between competing versions of the fact." Lougee Conservancy v. CitiMortgage, Inc., 2012 ME 103, ¶ 11, 48 A.3d 774 (quoting Stewart-Dore v. Webber Hosp. Ass'n, 2011 ME 26, ¶ 8, 13 A.3d 773). The Court must view a party's statements of material fact in the light most favorable to the non-movant and draw all reasonable inferences in favor of the same. Watt v. UniFirst Corp., 2009 ME 47, ¶ 21, 969 A.2d 897. However, a party may not "rely on conclusory allegations or unsubstantiated denials, but must identify specific facts derived from the pleadings, depositions, answers to interrogatories, admissions and affidavits to demonstrate either the existence or absence . . . of a fact." Kenny v. Dep't of Human Servs., 1999 ME 158, ¶ 3, 740 A.2d 560. A party who moves for summary judgment is entitled to judgment only if the party opposed to the motion, in response, fails to submit "enough evidence to allow the fact-trier to infer the fact at issue and rule in the party's favor." Lougee Conservancy, 2012 ME 103, ¶ 12, 48 A.3d 774.
"As a central tenet of summary judgment motion practice, facts not set forth in the statement of material facts are not in the summary judgment record, even if the fact in question can be gleaned from affidavits or other documents attached to, and even referred to in portions of, a statement of material fact." Berry v. Mainestream Fin., 2019 ME 27, ¶ 7, 202 A.3d 1195 (quoting
HSBC Bank USA, N.A. v. Gabay, 2011 ME 101, ¶ 22, 28 A.3d 1158) (alteration and quotation marks omitted).
FACTS
As discussed above, the only issue presently before this court is the issue of damages. Many of the underlying facts have been determined based on prior trial court and Law Court decisions, especially Ford Motor Co. v. Darling's, 2016 ME 171, 151 A.3d 507 (Ford II).[1] The entire arc of the litigation need not be retraced. For the purpose of resolving the questions raised by the Cross Motions, and in the interest of brevity, the Court finds the following material facts are undisputed:
1. In December 2006, Darling's commenced this action by filing a twelve-count complaint with the Maine Motor Vehicle Franchise Board (the "Board"), alleging various violations by Ford of the Maine Motor Vehicle Franchise Act when it ended the 1.25% Blue Oval Certified cash incentive program (the "Dealers Act"). (Resp't's S.M.F. ¶ 1, citing Ford I at ¶ 7 Pet.'r's S.M.F. ¶ 33.)
2. On the first day of the hearing before the Board in 2007 the parties jointly stipulated that "(1) Darling's was certified as a BOC Dealer at the beginning of the program and had never lost that status ...." (Resp't's S.M.F. ¶ 5.)
3. The Board, a 2011 Business Court jury, and the Ford I Law Court all found in favor of Darling's that Ford's termination of the BOC payments to Darling's triggered the 90-day certified mail notice requirement. (Resp't's S.M.F. ¶ 6, citing Ford I at ¶¶ 7, 9-10, 27, 31).
4. The Ford I Court remanded the matter back to this Court for a determination of Darling's damages because the Board was not authorized to award damages. (Resp't's S.M.F. ¶ 7, citing Ford I at ¶ 52.)
5. A two day jury trial on damages was held in September 2014. In a pretrial ruling, the Court erred by limiting damages to the 270-day period immediately following the discontinuation of the BOC payment on April 1, 2005. (Resp't's S.M.F. ¶¶ 12, 13, 21, citing Ford II at ¶¶ 13-15.)
6. At the September 2014 jury trial on damages, the parties stipulated to an amount Darling's would have earned under the BOC. (Resp't's S.M.F. ¶ 14.)
7. When stipulating to the damages, Ford did not raise the issue of whether Darling's remained eligible under the BOC during the 270-day period. (Resp't's S.M.F. 15.)
8. On appeal in 2016, Ford presented arguments on numerous issues it wished to litigate if the case was remanded, but Darling's eligibility to receive further payments under the BOC was not among the arguments raised by Ford. (Resp't's S.M.F. ¶ 22).
9. In Ford I and Ford II, the Law Court found Ford had not provided Darling's with an effective notice of the franchise modification. (Resp't's S.M.F. ¶ 23, quoting Ford II at ¶ 11.)
10. In Ford II the Law Court elucidated that due to Ford's failure to provide Darling's with an effective notice of the franchise modification, Darling's had not been given an opportunity to protest. (Resp't's S.M.F. ¶ 23, quoting Ford II at ¶ 11.)
11. The Law Court also explained in Ford II that a proposed franchise modification is ineffective until the manufacturer provides proper notice to the dealer, and "either (1) the dealer does not file a protest with the Board within 90 days, or (2) the dealer files a
protest and the Board determines that good cause exists for the modification." (Resp't's S.M.F. ¶ 24, quoting Ford II at ¶ 32.)
12. As a result of Ford's failure to provide the required notice and Darling's inability to protest, Ford's attempts to modify Darling's franchise was ineffective and its obligation to pay Darling under the BOC continued. (Resp't's S.M.F. ¶¶ 23-24, quoting Ford II at ¶ ¶ 11, 32.)
13. As required by law, Ford provided Darling's with the certified mail notice on December 19, 2016 to end payment under the BOC. (Resp't's S.M.F. ¶ 27; Pet'r's S.M.F. ¶¶ 3-4.)
14. Ford's December 19, 2016 notice stated '[i]n 2016, the [Law] Court held that Darling's damages from Ford's 2005 statutory violation continue to accrue until Ford provides you certified mail notice. Pursuant to 10 M.R.S. Sec. 1174(3)(B), Ford hereby provides notice that, effective 90 days from receipt of this notice, your eligibility to continue to receive the 1.25% cash incentive component of the [BOC] under the [Law] Court's decision will be terminated." (Resp't's S.M.F. ¶ 28; see also Pet'r's S.M.F. ¶ 3.)
15. In March 2017, Darling's filed a seven-count complaint with the Board in response to Ford's December 16, 2019 notice. Count I of the Complaint was Darling's statutory protest. (Resp't's S.M.F. ¶¶ 29-30.)
16. The parties agreed to litigate Darling's Count I statutory protest first, and to stay all other counts in the March 2017 complaint until Count I was decided. (Resp't's S.M.F. ¶ 31.)
17. Darling's, Ford, and the Maine Automobile Dealers Association ("MADA"), which was allowed to intervene, litigated Darling's statutory protest with evidence being
taken during a three-day Board hearing conducted December 3, 4, and 5, 2018. (Resp't's S.M.F ¶¶ 32-33.)
18. The Board found in favor of Ford and denied Darling's statutory protest in a written decision on March 18, 2019. (Resp't's S.M.F ¶ 34.)
19. The March 18, 2019 written decision was issued after the majority of the Board members found Ford had "good cause" to modify the Darling's franchise. (Pet'r's' S.M.F. ¶ 5; Pet'r's S.M.F. ¶ 34.)
20. After the litigation of Count I, Counts II, III, IV, V, and VI were dismissed with prejudice by Stipulation of Dismissal signed by the parties on or about April 2, 2019 and approved by the Board on April 12, 2019. (Resp't's S.M.F ¶ 35.)
21. Count VII involved Ford's breach of a confidential settlement...
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