Tietjens v. General Motors Corp.

• Decision Date: 10 July 1967
• Docket Number: No. 52555,No. 1,52555,1
• Citation: 418 S.W.2d 75
• Parties: William T. TIETJENS, Respondent, v. GENERAL MOTORS CORPORATION, and Marvelle C. Carter, Administratrix of the Estate of Bennett C. Carter, Deceased, Appellants
• Court: Missouri Supreme Court

Page 75

418 S.W.2d 75

William T. TIETJENS, Respondent, v. GENERAL MOTORS CORPORATION, and Marvelle C. Carter Administratrix of the Estate of Bennett C. Carter Deceased, Appellants.

No. 52555.

Supreme Court of Missouri, Division No. 1.

July 10, 1967.

Motion for Rehearing or to Transfer to Court en Banc Denied

Sept. 11, 1967.

Morris H. Kross, James W. Benjamin, Rogers, Field & Gentry, Kansas City, for respondent.

John Murphy, Lucian Lane, Clark A. Ridpath, Tucker, Murphy, Wilson, Lane & Kelly, Kansas City, for appellants.

HIGGINS, Commissioner.

Action for damages for fraud resulting in verdict and judgment for plaintiff against both defendants for $15,000 actual damages and against defendant General Motors Corporation for $5,000 punitive damages, a total judgment of $20,000.

In the summer of 1958 plaintiff, William T. Tietjens, in association with his son Terry, was farming and raising cattle on 1,052 acres near Richland, Kansas. Lloyd Craig, while a partner in a Massey Ferguson farm implement dealership in Hiawatha, Kansas, had known Mr. Tietjens for twelve or fourteen years. In the summer of 1958 Mr. Craig was selling farm implements for various dealers on commission and he visited Mr. Tietjens several times. Through him, Mr. Tietjens learned that Frank and Ted J. Kuckelman, owners of Massey Ferguson, Inc., New Holland Machine Company, and Chevrolet Division of General Motors Corporation dealer franchises at Frankfort, Kansas, were interested in selling their business. Mr. Tietjens became interested in purchasing the Kuckelman business and, on September 23, 1958, contracted with them for the purchase of their real estate, building, shop equipment, parts, and fixtures, contingent upon plaintiff's receiving dealer franchises of Chevrolet Motor Division and of the two farm implement companies.

At all times General Motors maintained a zone office in Kansas City, Missouri, for its Chevrolet Division and its area included the Frankfort, Kansas, dealership. Bennett C. Carter was the zone manager and William L. Woodin was the assistant zone manager. 'They were charged with the responsibility of protecting the Company's interest in the retail markets of the area in which they had supervision of new cars, new trucks, parts and accessories.' They dealt 'with the dealer organization.' In the Chevrolet Division echelon there was a regional office, also located in Kansas City, between the zone office and Detroit, Michigan, headquarters. The regional office supervised zone offices in its region. It normally had no contact with retail dealers and, in this case, had no direct contract or correspondence with plaintiff.

On September 29, 1958, plaintiff, his son Terry, and the Kuckelmans were in the Kansas City zone office where they met zone manager Carter and assistant zone manager Woodin. Plaintiff testified that at this meeting Ted Kuckelman told Mr. Carter 'he was selling--we had bought his business, subject to the contract, of course.' Mr. Carter gave plaintiff an 'application for Chevrolet Dealer Selling Agreement' which plaintiff took home, completed, and mailed to the zone office. He understood its provisions, including the recitals that he, as applicant, 'ACKNOWLEDGES AND AGREES:

'1. THAT THIS APPLICATION FORM HAS BEEN SUPPLIED TO HIM AS A CONVENIENCE.

'2. THAT RECEIPT OF THIS APPLICATION BY CHEVROLET MOTOR DIVISION SHALL BE WITHOUT OBLIGATION ON ITS PART.

'3. NO ONE OTHER THAN THE GENERAL MANAGER, GENERAL SALES MANAGER OR AN ASSISTANT GENERAL SALES MANAGER OF THE CHEVROLET MOTOR DIVISION HAS THE AUTHORITY TO APPROVE THE UNDERSIGNED'S APPLICATION FOR A CHEVROLET DEALER SELLING AGREEMENT FOR ANY LOCATION; THAT SUCH APPROVAL, IF GIVEN, WILL BE WRITTEN; THAT ANY EXPENDITURES MADE, OR COMMITMENTS ASSUMED BY THE UNDERSIGNED PRIOR TO RECEIPT BY THE UNDERSIGNED OF SUCH WRITTEN APPROVAL SHALL BE THE SOLE RISK AND RESPONSIBILITY OF THE UNDERSIGNED WITHOUT ANY LIABILITY OR OBLIGATION WHATSOEVER ON THE PART OF CHEVROLET MOTOR DIVISION.'

On November 3, 1958, plaintiff, Terry, and the Kuckelmans were again in the zone office and the application and plaintiff's plans were discussed. Plaintiff recognized at this meeting that the application had not had sufficient opportunity to get through channels for consideration in Detroit.

On November 19, 1958, these same persons were in the zone office. Plaintiff asked how the franchise was coming along and Mr. Carter said 'that he had passed on it and sent it on to his--I just proposed (sic) that it was Detroit--he said it was his superior.' Plaintiff knew and understood at this time that before he could get a Chevrolet dealer selling agreement it had to be approved in Detroit and that it had not yet been approved in Detroit. Plaintiff had been approved for the Massey Ferguson and New Holland dealerships prior to this meeting.

It was shown that a zone manager was responsible to the regional manager; that persons seeking dealer selling agreements would file written application with the zone manager. If the zone manager approved, he sent the application to the regional manager. If the regional manager approved, he sent the application to Detroit; it not, the matter ended there.

Mr. Carter prepared a 'Chevrolet Dealer Organization Change' December 5, 1958, in which he approved a dealership change from Kuckelmans to Mr. Tietjens. This was mailed to the regional office December 9, 1958. On December 17, 1958, the regional manager, A. W. Strang, rejected the proposed change and, by letter received in the zone office December 19, 1958, stated the reasons for rejection and so notified Mr. Carter and the zone office. Mr. Tietjens was not told of this rejection. He learned of the rejection about December 21, 1958, through Frank Kuckelman, who told him he had heard that the change of franchise from Kuckelmans to Mr. Tietjens was not 'going through' and would not be approved. Mr. Tietjens then went to the zone office on December 23, 1958, accompanied by Mr. Craig, to confer with Mr. Carter and Mr. Woodin. Mr. Craig related the conversation: 'Mr. Tietjens asked Mr. Carter if it was true that they were not going to transfer the Chevrolet franchise to him from Mr. Kuckelman, and he said, 'No, that is not true.' * * * He said, 'No, we told Mr. Kuckelman yesterday that we could not transfer the franchise because he was leaving the business.' That if Mr. Tietjens bought it, that our obligations were to the new man instead of the old man, and that we felt that the price that he had asked for the equipment was too exhorbitant (sic), and that about two-thirds of the stock--parts stock on hand--were obsolete and they didn't feel that they should handicap a new dealer with that much of a handicap, and therefore that they would not transfer the franchise, that they liked to start their dealers out with a new stock of parts * * *, also that they would expect at least thirty-five hundred more square feet of building to be put up, and Mr. Tietjens said, 'Well, why would I want to put up more building if I didn't get a franchise?'--'if I wouldn't get the franchise?' And he said, 'Your new contract is here, but it is contingent that you do put up thirty-five hundred more square feet and that you don't buy the parts from Mr. Kuckelman. You let Mr. Kuckelman return those parts to us, if he will do it, and we will set you up as a new dealer with a new set of parts.' * * * Mr. Carter or Mr. Woodin, * * * one or the other, * * * suggested that we go over to Waterville * * * to look over their building * * * and that would give us some suggestions as to the proper type of building that they would want at Frankfort, Kansas if we could make the deal with Mr. Kuckelman. So we told him we would do that--or Tietjens did--and that it was fine with him to build the thirty-five hundred more square feet of space, but he said, 'Are you sure that I'll get the franchise if I do?' * * * Mr. Carter assured him that if he could buy the thing satisfactory (sic), and not take the stock parts, and would give assurance that he would put the thirty-five hundred square feet of building up that he would receive a new franchise.' Mr. Tietjens' version of the conversation: 'I says to Mr. Carter that Frank Kuckelman says that we are not getting the franchise. * * * He (Mr. Carter) says there isn't anything to that. The franchise has been approved and is waiting for our signature * * * for my signature. * * * he said that they thought that the Chevrolet parts stock that the Kuckelmans had was too high, and there was lots of it that would be obsolete, and also the shop equipment, that it was too high and that we should go back to Frankfort and see if we couldn't make a new contract, a new deal with them, whereby we would buy the Chevrolet * * * I mean the building and the Massey Ferguson parts and New Holland parts without the Chevrolet parts * * * that we would need thirty-five hundred feet more of floor space and we would have to give a letter of hold for that, so they would know that--and of course the block man would be around to pick this up.'

Tietjens went to the Kuckelmans and negotiated and entered into new contracts of purchase excluding Chevrolet parts and omitting contingency provisions. The contracts were performed by plaintiff; he purchased the land, building, shop equipment, fixtures, and farm machinery parts, and 'the first part of the year' he and Terry took possession of the property and the farm implement business.

About January 5, 1959, Mr. Tietjens and Terry met Mr. Woodin in Manhattan, Kansas and were introduced to a Mr. Tuckfield, a Chevrolet field representative, better known as a 'block man.' 'Mr. Woodin introduced my father as the new dealer at Frankfort, and all that was needed to complete the deal was a letter of intent for some additional floor space * * *. Mr. Woodin told Mr. Tuckfield that they would want to buy back the Kuckelman sign directly from the Kuckelmans, and then resell it to us as the...