General Motors v. Motor Vehicle Review Bd.
| Decision Date | 03 October 2005 |
| Docket Number | No. 4-04-0735.,4-04-0735. |
| Citation | 836 N.E.2d 903 |
| Parties | GENERAL MOTORS CORPORATION, Plaintiff-Appellant, v. The STATE of Illinois MOTOR VEHICLE REVIEW BOARD; Terrence M. O'Brien, in His Official Capacity as Chairperson of the Illinois Motor Vehicle Review Board; North Shore, Inc., d/b/a Muller Pontiac/GMC Mazda; Grossinger Autoplex, Inc.; Joe Mitchell Buick/GMC Truck, Inc.; and Castle Buick-Pontiac-GMC, Inc., Defendants-Appellees (Loren Buick, Inc., Defendant-Appellant). |
| Court | Illinois Supreme Court |
Plaintiff, General Motors Corporation (GMC), and defendant Loren Buick, Inc. (Loren), appeal the Sangamon County circuit court's July 2004 order confirming the decision of defendant the State of Illinois Motor Vehicle Review Board (Review Board) that granted the protests filed by defendants North Shore, Inc., doing business as Muller Pontiac/GMC Mazda (North Shore); Grossinger Autoplex, Inc. (Autoplex); Joe Mitchell Buick/GMC Truck, Inc. (Mitchell); and Castle Buick-Pontiac, Inc. (Castle) (collectively "protesting dealers"), to GMC's proposal to add new GMC franchises to Loren and Jacobs Twin Buick (Jacobs). Specifically, GMC and Loren contend (1) the Review Board failed to apply the "good-cause" standard set forth in section 2(v) of Motor Vehicle Franchise Act (Franchise Act) (815 ILCS 710/2(v) (West 2000)), (2) two of the Review Board's factual determinations were against the manifest weight of the evidence, (3) the Review Board's decision renders the Franchise Act unconstitutional, and (4) the protesting dealers are not entitled to attorney fees and costs. We affirm in part, vacate in part, and remand the cause to the Review Board.
GMC has established geographical areas of primary responsibility for its franchises. This case involves areas of primary responsibility that are labeled Chicago sections 1, 2, and 3. Loren is located in Glenview, Illinois, and is within section 2. Jacobs is located in Chicago, Illinois, and is within section 1. Chicago section 3 does not contain either proposed franchise but is referenced by the parties.
In February 2001, GMC sent letters to all GMC dealers in section 1, informing them of the proposed franchise addition to Jacobs. Castle and the Autoplex filed timely protests with the Review Board as to the Jacobs site. In February and March 2001, GMC sent letters to all GMC dealers in section 2, informing them of the proposed franchise addition to Loren. North Shore, the Autoplex, Mitchell, and Castle filed timely protests with the Review Board as to the Loren site. By agreement of the parties, the cases were consolidated.
The parties presented testimony and exhibits to the hearing officer on 19 days from May 2002 to December 2002. The transcripts of the hearing are voluminous, and the parties together presented approximately 200 exhibits. Thus, the testimony and exhibits will only be set forth as needed to explain our decision. While discussed by the witnesses at the hearing, we note the GMC geographical sections are for its use only. The Franchise Act uses the term "relevant market area," which is defined for a dealership that is in a county with a population of more than 300,000, as the area within a 10-mile radius of the dealership. 815 ILCS 710/2(q) (West 2000).
In May 2003, the hearing officer entered his findings of fact, conclusions of law, and recommended decision. The hearing officer recommended the protests against both the Jacobs and Loren sites be upheld and the Review Board should not approve the additional GMC franchises. In September 2003, the Review Board entered a final order, granting the protesting dealers' protests, ordering GMC to pay $58,672.50 in Review Board expenses, and awarding the protesting dealers attorney fees and costs to be determined at a later hearing.
Pursuant to section 31 of the Franchise Act (815 ILCS 710/31 (West 2000)), GMC filed a complaint for administrative review with the Sangamon County circuit court in October 2003. On June 24, 2004, Loren filed a motion for leave to file its appearance instanter and to adopt GMC's arguments. That same day, the court held oral arguments on GMC's complaint, at which no one objected to Loren's motion. On July 20, 2004, the circuit court entered a docket entry, confirming the Review Board's decision. This appeal followed.
In reviewing a final judgment under the Administrative Review Law (735 ILCS 5/3-101 through 3-113 (West 2002)), this court reviews the agency's finding, not the circuit court's determination. Tinder v. Department of Public Aid, 346 Ill.App.3d 510, 512, 282 Ill.Dec. 58, 805 N.E.2d 677, 679 (2004). In doing so, we hold the agency's findings and conclusions on questions of fact as "prima facie true and correct" (735 ILCS 5/3-110 (West 2002)) and will not disturb those findings and conclusions unless they are against the manifest weight of the evidence. Smith v. Department of Public Aid, 150 Ill.App.3d 584, 586, 103 Ill.Dec. 895, 502 N.E.2d 42, 44 (1986). Moreover, we review de novo an agency's determination of questions of law. Tinder, 346 Ill.App.3d at 512, 282 Ill.Dec. 58, 805 N.E.2d at 679. Last, if an issue involves the examination of the legal effect of a given set of facts, we apply the clearly erroneous standard. XL Disposal Corp., Inc. v. Zehnder, 304 Ill.App.3d 202, 207, 237 Ill.Dec. 307, 709 N.E.2d 293, 297 (1999).
GMC and Loren first argue the Review Board applied the wrong "good-cause" standard. This issue presents a question of law.
When an existing franchise in the relevant market area of a proposed franchise files a protest pursuant to section 4(e)(8) of the Franchise Act, the Review Board must hold a hearing, at which the manufacturer has the burden of proof to establish that good cause exists to allow the establishment of the additional franchise. 815 ILCS 710/4(e)(8) (West 2000); see also 815 ILCS 710/29(c) (West 2000). The Review Board determines whether good cause exists under section 12(c) of the Franchise Act (815 ILCS 710/12(c) (West 2000)). 815 ILCS 710/4(e)(8) (West 2000). Section 12(c) requires the Review Board to consider all relevant circumstances in accordance with section 2(v) of the Franchise Act (815 ILCS 710/2(v) (West 2000)), including but not limited to the 11 circumstances set forth in that section. 815 ILCS 710/12(c) (West 2000). Section 2(v) defines "good cause" as "facts establishing commercial reasonableness in lawful or privileged competition and business practices as defined at common law." 815 ILCS 710/2(v) (West 2000).
In its decision, the Review Board set forth the above statutory provisions and further noted section 12(c) was a balancing test, for which the case's relevant circumstances dictated what factors are included in the balance. Additionally, it noted that some of the factors addressed the relevant market area while others did not contain a geographical limitation, and thus it considered franchises outside the relevant market area when the factor did not limit itself to that area. The Review Board also noted "good cause shall not be shown solely by a desire for further market penetration." 815 ILCS 710/12(c)(7) (West 2000). After discussing the relevant evidence, the Review Board stated its findings of facts as to each of the section 12(c) factors for both proposed franchises, except for section 12(c)(11) (815 ILCS 710/12(c)(11) (West 2000)), which it found inapplicable to both franchises.
As stated, the Review Board set forth the Franchise Act's definition of "good cause" and analyzed each of the applicable factors as mandated by section 12(c) of the Franchise Act (815 ILCS 710/12(c) (West 2000)). This is the same analytical approach the Review Board took in Jack Wolf Pontiac-Cadillac-GMC Truck, Inc. V. General Motors Corp.-Cadillac Motor Car Division, Ill. Motor Vehicle Review Board No. 19-96, at 13-20 (November 6, 1998), cited by GMC and Loren. In Jack Wolf, at 18, the Review Board did note in addressing section 12(c)(8) (815 ILCS 710/12(c)(8) (West 1998)), the public interest is not served by securing dealerships from losses caused by fair competition. While the Review Board did not make that statement in addressing section 12(c)(8) in this case, the Review Board did not make a statement to the contrary. It found the addition of the new franchises may be injurious to the public welfare and little to no public benefits will accrue because of the number of dealerships already in the area and the scarce inventory levels.
Further, GMC and Loren emphasize the "lawful or privileged competition" language of the "good-cause" standard (815 ILCS 710/2(v) (West 2000)) and assert the Review Board ignored it, creating "a protectionist standard that blocks competition whenever there is any possibility of harm." However, the standard is "commercial reasonableness in lawful or privileged competition" (emphasis added) (815 ILCS 710/2(v) (West 2000)), and the Review Board is to consider all relevant circumstances under section 12(c) of the Franchise Act (815 ILCS 710/12(c) (West 2000)). As noted by the Review Board in this decision, the good-cause standard is a balancing test. See Southwest Jeep-Eagle v. Chrysler Corp., Ill. Motor Vehicle Review Board No. 23-97, at 6 (June 13, 1997) (). The harm to the existing franchises was just one of the factors the Review Board considered and weighed in determining whether GMC established good cause.
Accordingly, we find the Review Board applied the correct good-cause standard. Additionally, we note that while GMC and Loren described their assertions as the application of an incorrect legal standard, their arguments actually go toward the Review Board's application of the correct legal standard to the facts of this case, which is a...
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