Victory Motors of Savannah, Inc. v. Chrysler Motors Corp.

• Decision Date: 15 March 1966
• Docket Number: No. 22459.,22459.
• Citation: 357 F.2d 429
• Parties: VICTORY MOTORS OF SAVANNAH, INC., d/b/a Victory Motors, Appellant, v. CHRYSLER MOTORS CORPORATION, Appellee.
• Court: U.S. Court of Appeals — Fifth Circuit

357 F.2d 429 (1966)

VICTORY MOTORS OF SAVANNAH, INC., d/b/a Victory Motors, Appellant, v. CHRYSLER MOTORS CORPORATION, Appellee.

No. 22459.

United States Court of Appeals Fifth Circuit.

March 15, 1966.

Willis J. Richardson, Jr., and Richardson & Doremus, Savannah, Ga., for appellant.

Keith A. Jenkins, Detroit, Mich., Alexander A. Lawrence, Savannah, Ga., David W. Kendall, Walter B. Maher, Detroit, Mich., Bouhan, Lawrence, Williams & Levy, Savannah, Ga., of counsel, for appellee.

Before BROWN and COLEMAN, Circuit Judges, and GARZA, District Judge.

GARZA, District Judge:

This case involves another attempt by an automobile dealer whose franchise was canceled by the manufacturer to get damages for such cancellation.

On July 11, 1958, Chrysler Motors Corporation, the defendant below, and Victory Motors of Savannah, Inc., the plaintiff, entered into Chrysler and Imperial Direct Dealer Agreements.

On February 15, 1962, Victory Motors of Savannah, Inc., hereinafter referred to as Victory, was informed that its dealership was being canceled.

Victory then filed its complaint contending that the defendant, Chrysler Motors Corporation, violated 15 U.S.C.A. § 1221 et seq., known as the Automobile Dealers Suits Against Manufacturers Act, and sometimes also known as the Automobile Dealers Franchise Act and as the Automobile Dealers Day in Court Act; and, further, that Chrysler had breached its contract by cancelling the plaintiff's automobile franchise.

The case was tried to a jury, and at the close of plaintiff's evidence, the defendant Chrysler moved for and was granted a directed verdict on grounds that the plaintiff had not "made out a case." We affirm.

Chrysler Motors Corporation contended that it had canceled the plaintiff's dealership because the plaintiff had not met its Minimum Sales Responsibility as established by their original contractual agreement, and particularly Paragraph 7 thereof which reads, in part, as follows:

"Direct Dealer agrees to sell energetically at retail in the Sales Locality described in Paragraph 1 of this agreement Chrysler passenger cars and Chrysler passenger car parts and accessories. Direct Dealer agrees to sell at retail in such Sales Locality the number of new Chrysler passenger cars necessary to fulfill Direct Dealer\'s Minimum Sales Responsibility, as defined below.

"Direct Dealer\'s Minimum Sales Responsibility will be determined as follows:

"From time to time, but at least once a year, Chrysler will compute the ratio of the number of new Chrysler passenger cars registered in the most recent 12 month period for which registration figures are available in the Chrysler Sales Region in which Direct Dealer is located to the number of all new passenger cars so registered in that Region. The ratio thus obtained will be applied to the number of all new passenger cars registered during the same 12 month period in Direct Dealer\'s Sales Locality. The resulting number (and the percentage share of market that such number represents for the Sales Locality) will be Direct Dealer\'s Minimum Sales Responsibility for this same twelve (12) month period, subject to such adjustment as is described below.

"Where appropriate, Chrysler will adjust Direct Dealer\'s Minimum Sales Responsibility to take into account the availability of passenger cars, local conditions, revisions in Direct Dealer\'s Sales Locality description, the recent trend in Direct Dealer\'s sales performance, and the other factors, if any, directly affecting sales opportunity. * * *"

The plaintiff attempted to show by parol evidence that there were oral agreements between it and the defendant's representatives bearing on the ratio provision to the extent that it was not applicable, and that defendant's cancellation of its dealership on this basis was clearly an unwarranted breach of contract. Plaintiff also contended that Paragraph 7, above, was so ambiguous as to necessitate clarification by parol evidence as to its true intent and meaning.

The trial court refused to allow the plaintiff to change the meaning of Paragraph 7 of the contract by such a method, and the Appellant here complains of the court's action.

The Appellant Victory attempted to show that because there had been no Chrysler or Imperial dealer in Savannah for approximately two years prior to its getting the dealership, it was agreed that he had to sell no set quota of cars.

The dealership agreement, in Paragraph 5 thereof, specifically stated that it canceled and superseded all earlier agreements, written or oral.

The District Court was correct in holding that Paragraph 7 was not ambiguous and that the parties to the agreement intended to execute a totally integrated contract which superseded any previous oral agreements by and between the parties.

The Appellant argues that Section 20-704(1)¹ of the Georgia Code permits introduction of parol evidence to prove the oral agreement as to the minimum ratio requirement.

This section of the Georgia law does not permit parol evidence here because there was no latent or patent ambiguity, and the written agreement was intended to and did speak the entire contract.

The more applicable section of Georgia law to the facts here is § 38-501, Georgia Code Annotated, which states that:

"Parol contemporaneous evidence is inadmissible generally to contradict or vary the terms of a valid written instrument."

Having determined that the court...