Roberts v. General Motors Corp.

• Decision Date: 07 June 1994
• Docket Number: No. 92-703,92-703
• Parties: Dennis S. ROBERTS v. GENERAL MOTORS CORPORATION.
• Court: New Hampshire Supreme Court

Page 956

643 A.2d 956

138 N.H. 532

Dennis S. ROBERTS v. GENERAL MOTORS CORPORATION.

No. 92-703.

Supreme Court of New Hampshire.

June 7, 1994.

Rehearing Denied July 28, 1994.

Wadleigh, Starr, Peters, Dunn & Chiesa, Manchester (Robert E. Murphy, Jr., on the brief and orally, and Kathleen N. Sullivan on the brief), for plaintiff.

Bingham, Dana & Gould, Boston, MA (Daniel L. Goldberg on the brief and orally, and Lawrence S. Buonomo on the brief), and Brown, Olson & Wilson, Concord (Howard B. Myers on the brief), for defendant.

THAYER, Justice.

The plaintiff, Dennis S. Roberts, initially alleged six claims against the defendant, General Motors Corporation (GMC), for breach of contract; violation of RSA chapter 357-C, which regulates business practices between motor vehicle manufacturers, distributors and dealers (the Dealership Act); tortious interference with contractual relations; tortious interference with advantageous relations; commission of unfair or deceptive acts or practices; and breach of the duty of good faith and fair dealing. The Superior Court (McHugh, J.) granted summary judgment to the defendant on all but the last claim, which the plaintiff then voluntarily nonsuited. The plaintiff appeals, arguing that the trial court erred in ruling: (1) that a prospective franchisee has no standing to sue under either the Dealership Act or RSA chapter 358-A, the Consumer Protection Act; and (2) that the facts did not support either a claim for tortious interference with his contractual rights or a claim for breach of contract as a third party beneficiary to GMC's dealership agreement with Wallace Chevrolet. We affirm.

Robert Wallace was the owner of the GMC franchised dealership, Wallace Chevrolet, Inc., in Hampton. In 1987, Wallace Chevrolet notified GMC that it had entered into an agreement with the plaintiff to purchase its assets. Under the terms of the dealership agreement between GMC and Wallace Chevrolet, Wallace Chevrolet could not transfer the franchise absent GMC's consent, which consent could not be withheld arbitrarily. GMC provided the plaintiff with application materials and agreed to consider him as the proposed transferee, but told Wallace that it preferred a different candidate to assume the dealership, Edward Byrnes, president of Byrnes Chevrolet.

During the summer of 1987, while it considered the plaintiff's application, GMC decided to designate Hampton as a "minority point," or minority-owned dealership. At that time, Edward Byrnes proposed that one of his employees, James Noble, who is a member of a minority group, be considered as a candidate. In August, a GMC representative met with Noble to provide him with information and application materials. At no time did GMC inform the plaintiff that it intended to designate Hampton as a minority point.

On September 18, GMC notified Wallace Chevrolet that it would exercise its right of first refusal as permitted by the dealership agreement, and that it would purchase Wallace Chevrolet's dealership for the price set forth in the purchase agreement between Wallace Chevrolet and the plaintiff. On September 21, GMC told the plaintiff that although his application was complete and satisfactory, General Motors had decided to exercise its right of first refusal and not grant the plaintiff the Hampton franchise. Ultimately, the dealership was sold to Coastal Chevrolet, fifteen percent of the stock of which was owned by its president, Noble. The instant suit resulted from the plaintiff's disappointed expectations.

Under RSA 491:8-a, III (1983), summary judgment is appropriate where, after considering all of the evidence in the light most favorable to the non-moving party, the trial court determines that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law. Horse Pond Fish & Game Club v. Cormier, 133 N.H. 648, 653, 581 A.2d 478, 481 (1990). While the summary judgment procedure is designed to save time, expense, and effort, it is not intended to cut off deserving litigants from their day in court. Coburn v. First Equity Associates, 116 N.H. 522, 524, 363 A.2d 402, 404 (1976).

The plaintiff first contends that the trial court erroneously denied him standing to sue under the Dealership Act, RSA ch. 357-C (1984 & Supp.1993). In evaluating whether a party has standing to sue, we focus on whether the plaintiff suffered a legal injury against which the law was designed to protect. See State v. Flynn, 123 N.H. 457, 466, 464 A.2d 268, 273-74 (1983). Therefore, "[t]he issue before us is a matter of statutory construction; accordingly, we must begin our analysis by considering the plain meaning of the words of the statute." Gilmore v. Bradgate Associates, 135 N.H. 234, 237, 604 A.2d 555, 556 (1992). In so doing, we will focus on the statute as a whole, not on isolated words or phrases. N.H. Div. of Human Services v. Hahn, 133 N.H. 776, 778, 584 A.2d 775, 776 (1990); Town of Northampton v. Sanderson, 131 N.H. 614, 622, 557 A.2d 643, 648 (1989).

The statute conveys standing upon "any person who is injured in his business or property by a violation of this chapter." RSA 357-C:12, II (1984). According to the parties' arguments, this provision is susceptible to two very different interpretations. The plaintiff argues that the statute on its face provides a remedy to "any person" injured, and thus must be broadly construed. GMC counters that the statute must be read as a whole, and more particularly that the provisions upon which the plaintiff bases his claims, RSA 357-C:3, I, III(i), and III(n), are clearly designed not to protect the plaintiff, but rather to protect existing motor vehicle dealers from oppressive conduct.

We find GMC's argument to be more persuasive. While we agree with the plaintiff that the legislature's use of the word "any" generally evidences that a statute should include a broad array of potential plaintiffs, Gilmore, 135 N.H. at 234, 604 A.2d at 557; DeCato Brothers, Inc. v. Westinghouse Credit Corp., 129 N.H. 504, 507, 529 A.2d 952, 954 (1987), here the legislature specifically limited standing to those injured in business or property. Thus, it is a person's "business or property" interest that the statute seeks to protect.

Further, the standing provision must not be isolated from the rest of the statute, but rather must be read in conjunction with the statute as a whole. Hahn, 133 N.H. at 778, 584 A.2d at 776. Chapter 357-C does contain provisions protecting automobile consumers, see, e.g., RSA 357-C:3, IV; hence, its purpose in part is to protect the "public interest and welfare." Laws 1981, 477:1. Primarily, however, chapter 357-C is a comprehensive statute governing the relationships between automobile manufacturers and their dealers. The clear intent of the non-consumer-oriented provisions is to protect the investment and property interests of those who are already dealers. These dealer-protection provisions include, inter alia, those provisions upon which the plaintiff relies. RSA 357-C:3, III(i), for example, states that a manufacturer may not

"[p]revent or attempt to prevent any motor vehicle dealer or any officer, partner or stockholder of any motor vehicle dealer from transferring any part of the interest of any of them to any other person; provided, however, that no dealer ... shall have the right to sell, transfer or assign the franchise or power of management or control without the consent of the manufacturer or distributor unless such consent is unreasonably withheld. Failure to respond within 60 days of receipt of a written request for consent to a sale, transfer or assignment shall be deemed consent to a request."

RSA 357-C: 3, III(n) declares that a manufacturer may not

"[i]mpose unreasonable restrictions on the motor vehicle dealer or franchisee relative to transfer, sale, right to renew, termination, discipline, noncompetition covenants, site-contract, right of first refusal to purchase, option to purchase, compliance with subjective standards, or assertion of legal or equitable rights."

The statute, taken as a whole, does not include the plaintiff as a person who can claim injury under its terms. Nothing in chapter 357-C prohibits the exercise of a right of first refusal on the part of a franchisor. Nor does the statutory language suggest an intent by the legislature to limit or regulate a franchisor's discretion to select new dealers. The plaintiff has no independent right under the statute to be approved as a GMC franchisee, and he cannot stand upon the rights of Wallace Chevrolet in order to gain standing under the statute. Ozonoff v. Berzak, 744 F.2d 224, 228 (1st Cir.1984); Flynn, 123 N.H. at 466, 464 A.2d at 273.

We note additionally that the great majority of other States have construed their dealership statutes to exclude claims such as the instant one. See, e.g., Knauz v. Toyota Motor Sales, USA, Inc., 720 F.Supp. 1327, 1329 (N.D.Ill.1989); Statewide Rent-A-Car v. Subaru of America, 704 F.Supp. 183, 185 (D.Mont.1988); Beard Motors v. Toyota Motor Distributors, Inc., 395 Mass. 428, 433, 480 N.E.2d 303, 305 (1985); Tynan v. General Motors Corp., 248 N.J.Super. 654, 591 A.2d 1024, 1028-30 (1991), rev'd in part on other grounds, 127 N.J. 269, 604 A.2d 99 (1992). In Beard Motors, the Supreme Judicial Court of Massachusetts construed Mass.Gen.L. ch. 93B. Although not a mirror image, RSA chapter 357-C is a substantial counterpart of the Massachusetts statute, in the same way that RSA chapter 358-A resembles Mass.Gen.L. ch. 93A. New Hampshire Auto Dealers v. General Motors Corp., 620 F.Supp. 1150, 1159 (D.N.H.1985). The Massachusetts statute provides a remedy to "any franchisee or motor vehicle dealer," Beard Motors, 395 Mass. at 431, 480 N.E.2d at 305, and thus is more limited on its face than its New Hampshire counterpart. The court in Beard Motors was faced with a plaintiff who was an automobile dealer, and within the technical parameters...