Hi-Tech Motors v. Bombardier Motor Corp., 04-348.
| Citation | 117 P.3d 159,2005 MT 187,328 Mont. 66 |
| Decision Date | 27 July 2005 |
| Docket Number | No. 04-348.,04-348. |
| Parties | HI-TECH MOTORS, INC., a Montana corporation, Gunder McCombs and Sue McCombs, Plaintiffs and Appellants, v. BOMBARDIER MOTOR CORPORATION OF AMERICA, a Delaware corporation, Defendant and Respondent. |
| Court | United States State Supreme Court of Montana |
For Appellants: L.B. Cozzens (argued), Donald L. Harris; Cozzens, Warren & Harris, Billings, Montana.
For Respondent: Keith Strong (argued), John A. Kützman; Dorsey & Whitney, Great Falls, Montana.
For Amicus Curiae: Mark D. Parker (argued), Shawn P. Cosgrove; Parker, Heitz & Cosgrove, Billings, Montana (on behalf of Montana Manufactured Housing & Recreational Vehicle Association), John P. Atkins, Attorney at Law, Bozeman, Montana (on behalf of Montana Power Sport Dealers Association). James T. Harrison, Jr., Helena, Montana (on behalf of Montana Automobile Dealers Association).
¶ 1 Hi-Tech Motors, Inc. (Hi-Tech) and Gunder and Sue McCombs (the McCombs) appeal from the judgment entered by the Thirteenth Judicial District Court, Yellowstone County, on its order granting summary judgment to Bombardier Motor Corporation of America (Bombardier) and from its subsequent order denying their motion to vacate or, in the alternative, to alter or amend the judgment. We affirm in part, reverse in part and remand for further proceedings.
¶ 2 We restate the issues on appeal as follows:
¶ 3 1. Did the District Court err in concluding it had subject matter jurisdiction over the issue of whether a franchise existed between Hi-Tech and Bombardier?
¶ 4 2. Did the District Court err in granting summary judgment to Bombardier based on its conclusion that no franchise existed?
¶ 5 In 1989, the McCombs opened Hi-Tech in Billings, Montana, for the purpose of selling powersports products such as snowmobiles, motorcycles and all-terrain vehicles (ATVs). Hi-Tech sells vehicles, parts and service for powersports products from a variety of manufacturers and distributors.
¶ 6 In 1990, Hi-Tech entered into a dealer agreement with Bombardier to sell Bombardier Ski-Doo snowmobiles. The agreement was non-exclusive in that Hi-Tech was not limited to selling only Bombardier products and Bombardier reserved the right to appoint other Bombardier dealers in the Billings area. The parties renewed the dealer agreement on a yearly basis, and the final Ski-Doo agreement expired on March 31, 2001.
¶ 7 In April of 1999, Hi-Tech and Bombardier entered into a dealer agreement whereby Hi-Tech would sell Bombardier ATVs. However, Bombardier did not provide, and Hi-Tech did not sell, any ATVs under the agreement. The ATV dealer agreement expired by its terms on May 31, 2000, without either party attempting to renew the agreement.
¶ 8 In June of 2000, prior to the expiration of the Ski-Doo agreement with Hi-Tech, Bombardier entered into a dealer agreement with Hi-Mountain Recreation, Inc. (Hi-Mountain) whereby Hi-Mountain would sell Bombardier snowmobiles, ATVs and personal watercraft in the Billings area. Bombardier did not inform Hi-Tech of its intention to establish an additional Bombardier dealership in the Billings area. Hi-Tech did not become aware of the new dealership until September of 2000, when Hi-Mountain obtained its motor vehicle dealer license and began conducting business as a Bombardier dealer.
¶ 9 In February of 2001, Bombardier informed Hi-Tech by letter that Bombardier would not be renewing the snowmobile dealer agreement with Hi-Tech when the agreement expired on March 31, 2001, because of concerns that Hi-Tech had created subdealerships in violation of the agreement. Hi-Tech has not been an authorized Bombardier dealer since March 31, 2001.
¶ 10 Hi-Tech and the McCombs subsequently filed a complaint in the District Court pursuant to § 61-4-210(3), MCA, alleging that Bombardier violated Montana motor vehicle statutes by terminating the dealer agreement between Hi-Tech and Bombardier and entering the dealer agreement with Hi-Mountain. Specifically, Hi-Tech asserted that the dealer agreement between it and Bombardier constituted a franchise and Bombardier failed to follow the administrative procedures set forth in §§ 61-4-205 and -206, MCA, regarding franchises prior to terminating the dealer agreement and entering a new dealer agreement with Hi-Mountain. The McCombs also claimed negligent and intentional infliction of emotional distress. While the complaint also included claims against Hi-Mountain, Hi-Mountain eventually was dismissed from the action and is not involved in this appeal. Bombardier filed a response to the complaint in which it raised as an affirmative defense that it did not violate §§ 61-4-205 and -206, MCA, because its relationship with Hi-Tech did not constitute a franchise.
¶ 11 Hi-Tech subsequently moved for partial summary judgment on its claim that Bombardier violated the motor vehicle statutes and on Bombardier's affirmative defense that no franchise existed. Bombardier also moved for summary judgment on all of Hi-Tech's claims against Bombardier, asserting that its relationship with Hi-Tech did not constitute a franchise as defined in § 61-4-201(5), MCA, because Hi-Tech was not substantially reliant on Bombardier for the continued supply of new motor vehicles, parts and accessories. Consequently, according to Bombardier, it did not violate any of the motor vehicle statutes at issue relating to franchise relationships. Bombardier also argued that the McCombs' emotional distress claim failed because the alleged conduct by Bombardier underlying the claim was not unlawful; § 61-4-210(3), MCA, provides only for damages resulting from pecuniary loss, which does not include damages for wounded feelings; and the McCombs could not prove serious or severe emotional distress which was foreseeable by Bombardier.
¶ 12 The District Court denied Hi-Tech's motion for partial summary judgment and granted Bombardier's motion for summary judgment, determining that the relationship between Hi-Tech and Bombardier did not constitute a franchise as defined in § 61-4-201(5), MCA, and, therefore, Bombardier was not required to comply with the motor vehicle statutes governing franchises. The District Court did not expressly address the McCombs' emotional distress claim, but granted Bombardier summary judgment on that claim as well.
¶ 13 Hi-Tech then moved the District Court to vacate or, in the alternative, to alter or amend its summary judgment order and grant Hi-Tech's partial summary judgment motion. Hi-Tech argued that the court did not have jurisdiction to consider Bombardier's affirmative defense that the relationship did not constitute a franchise because Bombardier failed to initiate or exhaust the administrative remedies set forth in §§ 61-4-205 and -206, MCA. Hi-Tech also contended that the District Court erred in its interpretation of the phrase "substantially reliant" as used in the statutory definition of "franchise." The District Court denied Hi-Tech's motion. Hi-Tech appeals from the District Court's orders granting summary judgment to Bombardier and denying its motion to vacate or, in the alternative, alter or amend its summary judgment order.
¶ 14 A brief overview of the statutes relevant to the issues before us is appropriate here. Montana regulates the sale and distribution of motor vehicles within the state via the statutes contained in Title 61, chapter 4 of the Montana Code Annotated (MCA). Pursuant to these statutes, all new motor vehicle dealers must be licensed by the state under the provisions of either Title 61, chapter 4, part 1, or Title 23 of the MCA. See § 61-4-202(5)(b) and (d), MCA. Similarly, all new motor vehicle manufacturers, distributors, factory branches, distributor branches, importers and franchisors transacting business within Montana by transferring new motor vehicles to motor vehicle dealers must be licensed by the state. Section 61-4-202(2)(a), MCA. The terms "new motor vehicle dealer," "manufacturer," "distributor," "factory branch," "distributor branch," "importer" and "franchisor" are all expressly defined by statute. See, generally, § 61-4-201, MCA. Furthermore, obtaining a license under the provisions of Title 61, chapter 4, parts 1 or 2, "conclusively establishes that a new motor vehicle dealer, manufacturer, distributor, or importer is subject to the laws of this state regulating new motor vehicle dealers, manufacturers, importers, and distributors." Section 61-4-202(5)(c), MCA. Bombardier conducts business as a new motor vehicle distributor within the state and is duly licensed as required by § 61-4-202(2)(a), MCA. Hi-Tech conducts business as a new motor vehicle dealer within the state and is duly licensed as required by § 61-4-202(5), MCA.
¶ 15 The Motor Vehicle Division of the Montana Department of Justice (Department) is required by statute to supervise and regulate all persons required to be licensed under Title 61, chapter 4, part 2 of the MCA. Section 61-4-203, MCA. In carrying out this duty, the Department is authorized to conduct necessary investigations, conduct hearings pursuant to the provisions of the Montana Administrative Procedure Act (MAPA) and promulgate rules necessary to implement the statutes it enforces. Section 61-4-203(1)-(3), MCA. The Department also is authorized to initiate administrative enforcement actions conducted pursuant to the contested case provisions of the MAPA against a person who violates any provision of Title 61, chapter 4, part 2 of the MCA. Part of the Department's duties under Title 61, chapter 4, part 2 of the MCA is to supervise the relationship between manufacturers, distributors or importers, and new motor vehicle dealers conducting business pursuant to a franchise agreement. See §§ 61-4-205 through -207, MCA.
¶ 16 A "franchisor" is defined as "a person who...
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