Weeks Tractor & Supply Co. v. Arctic Cat Inc.

• Decision Date: 28 March 2011
• Docket Number: Civil Action No. 1:09–cv–2104.
• Citation: 784 F.Supp.2d 642
• Court: U.S. District Court — Western District of Louisiana
• Parties: WEEKS TRACTOR & SUPPLY COMPANY, LLCv.ARCTIC CAT INC. and Arctic Cat Sales Inc.

784 F.Supp.2d 642

WEEKS TRACTOR & SUPPLY COMPANY, LLC

v.ARCTIC CAT INC. and Arctic Cat Sales Inc.

Civil Action No. 1:09–cv–2104.

United States District Court, W.D. Louisiana,Alexandria Division.

March 28, 2011.

John Chris Guillet, Corkern & Crews, Natchitoches, LA, for Weeks Tractor & Supply Company, LLC.Preston J. Castille, Jr., Eugene R. Groves, Taylor Porter et al., Baton Rouge, LA, Annamarie Daley, Barnes & Thornburg, Minneapolis, MN, for Arctic Cat Inc. and Arctic Cat Sales Inc.

RULING

DEE D. DRELL, District Judge.

Before the Court are cross motions for partial summary judgment by Plaintiff Weeks Tractor and Supply Co., LLC (“Dealer” or “Plaintiff”) (Doc. 37) and Defendants Arctic Cat Inc. (“Arctic”) and Arctic Cat Sales Inc. (“Arctic Sales”) (collectively “Defendants”) (Doc. 40).¹ Considering the parties' filings and the other evidence in the Record and for the reasons given below, we DENY Plaintiff's motion (Doc. 37) and GRANT that of Defendants (Doc. 40).

BACKGROUND

Plaintiff was a dealer or retail seller of Arctic Cat all-terrain vehicles (“ATVs”) in Natchitoches Parish, Louisiana. Defendant Arctic is a manufacturer of such ATVs. Defendant Arctic Sales distributes these ATVs, including from 2004 to 2009 those manufactured by Arctic to Plaintiff. Plaintiff terminated its dealership in the latter part of 2009, apparently under less than cordial circumstances; it filed a lawsuit alleging various claims, eventually leading to the present dispute. (Doc. 40–4, pp. 6–7).

Before terminating its dealer agreement, Plaintiff had ordered model year 2010 ATVs in July and September of 2009. It apparently received both orders prior to its effective termination, with the latter delivered after it had already given notice.

Additionally, at termination Plaintiff still had in its possession vehicles from model year 2008. The core of the present dispute arises from these vehicles, and specifically Plaintiff's claim that Arctic was and is obliged to repurchase them.²

The parties agree that the basis for Defendants' obligation is the version of Louisiana's motor vehicle repurchase statute (“the Repurchase Statute”) in force at the time of these events. It reads, in relevant part:

§ 1268.1. Manufacturer mandatory repurchase; motorcycle or all-terrain vehicle dealer; marine dealer; recreational or travel trailer dealer; utility trailer dealer

A. (1) In the event that a dealer ceases to engage in the business of being a motorcycle or all-terrain vehicle dealer ... and after notice thereof to the manufacturer or distributor ... within thirty days thereafter ... the manufacturer or distributor, at a minimum, shall repurchase all new and unused motorcycles and all-terrain vehicles of the current and immediate prior model year....

La.Rev.Stat. Ann. 32:1268.1; La. Legis. Acts 2009, No. 403, § 1, eff. July 7, 2009; 2009 La. Sess. Law Serv. Act 403 (S.B. 175) (West) (emphasis added).³

At issue is the bolded phrase “current and immediate prior model year.” Plaintiff argues that this language requires Defendants to repurchase those vehicles from the model year the termination occurred—2009, which it argues was the “current” model year—and the year immediately prior, 2008. In opposition, Defendants argue that the “current” model year was that of the last vehicles delivered before termination-in this case 2010—so the statute requires it to repurchase Plaintiff's vehicles from that year and the year immediately prior, 2009. In summary, the parties agree that the statute requires Defendant to repurchase the (unused) vehicles it had delivered to Plaintiff from model year 2009, but they disagree on whether that obligation extends to the 2008 models.⁴ Both sides seek summary judgement solely as to this point of statutory interpretation, a question of law.

ANALYSIS

I. THE POSITIONS OF THE PARTIES

Plaintiff's main argument is a textual one, a “proper and logical interpretation ... using the plain meaning of the words.” (Doc. 37–3, p. 13). It argues that “current ... model year” means what it says-the models from the current year-and it cites Black's Law Dictionary for the proposition that “current year” ordinarily means “the year now running.” Id. As Plaintiff terminated its dealer agreement in 2009, the year then running was 2009, the prior year was 2008, and Arctic “would therefore have been required to repurchase those units having a model year of 2008.” Id. Meanwhile, Plaintiff argues that Louisiana favors a plain meaning method of statutory interpretation, and as no other definition of these terms has ever been propounded—in the statute or by a court—there is no basis for diverging from this method here. (Doc. 37–3, pp. 9–10) (quoting La. Civ.Code art. 9, discussed in greater detail below).

Defendants argue to the contrary on three bases. First, based on the statute's text, they attempt to undermine Plaintiff's interpretation and to assert a textual argument of their own. Against Plaintiff's interpretation, while Defendants agree that “current year” means what Plaintiff says, they observe that the statute does not refer to vehicles from the “current year” but to vehicles from the “current ... model year.” They further note that the Louisiana Supreme Court has adopted the interpretative rule that:

When interpreting a statute ... [i]t is presumed that every word, sentence, or provision ... was intended to serve some useful purpose, that some effect is to be given to each such provision, and that no unnecessary words or provisions were used. Conversely, it will not be presumed that the Legislature inserted idle, meaningless, or superfluous language in the statute or that it intended for any part or provision of the statute to be meaningless, redundant or useless.

(Doc. 40–4, pp. 8–9) (citing ABL Mgmt., Inc. v. Bd. of Supervisors of S. Univ., 773 So.2d 131, 135 [La.2000] ) (internal citations omitted). In addition, they observe that Plaintiff's analysis is “incomplete.” They concede that Black's Law Dictionary indeed says that the “current year” ordinarily refers to the “calendar year in which the event under discussion took place.” However, they observe that it also says that “the current fiscal year of a business may run from July 1st to June 30th, or some other twelve month period,” indicating, they allege, that it is recognized that a relevant year for business purposes will often not correspond to the calendar year. (Doc. 40–4, p. 10). Accordingly, they argue, the phrase “current ... model year” should not be interpreted to have the same meaning as simply “current year,” or at the least the phrase should be considered sufficiently ambiguous and Plaintiff's interpretation sufficiently suspect so as to warrant further inquiry.

In support of their own interpretation, Defendants argue that the meaning of the phrase “current ... model year” is best understood textually according to its customary usage in the motor vehicle and ATV industry, where vehicles from the next model year are generally delivered to and sold by dealers beginning the summer and fall of the previous calendar year.⁵ Accordingly, they claim, it is widely understood in their industry that vehicles from the “current ... model year” will not be those from the current calendar year. Consequently, they argue, a proper textual analysis of the disputed phrase leads to the rejection of Plaintiff's interpretation, and ultimately the adoption of their own.

Second, Defendants argue from the law's purpose. Specifically, they point out that under Plaintiff's interpretation Defendants would only be required to repurchase vehicles from the 2009 and 2008 model years. Meanwhile, Plaintiff had already received two shipments of vehicles from the 2010 model year prior to its termination with the first arriving that summer, several months before it gave notice. If the purpose of a repurchase statute is to protect dealers from being stuck with equipment and inventory post-termination, then it makes little sense, Defendants argue, for the legislature to have provided for the repurchase of all vehicles except those most recently shipped, and which the dealers are thus most likely to have on hand. In support of this view, Defendants cite the interpretation of similar statutes in sister states, as well as the newly enacted version of this statute, which neither party contests adopts the rule urged by Defendants.

Finally, Defendants argue based on the authority of the Louisiana Recreational and Used Motor Vehicle Commission, which administered this Act until 2005 or 2006,⁶ and apparently in its procedures used Defendants' interpretation. The Commission seems never to have actually published this rule, so Defendants present it through emails from Commission employees and affidavits from their own corporate counsel, forms of evidence to which Plaintiff strenuously objects.

II. GENERAL LEGAL STANDARDS

Under Rule 56, the Court will grant a party's motion for summary judgment only if:

the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law ... support[ing] the assertion by citing to particular parts of materials in the record.

Fed.R.Civ.P. 56. As the parties here seek summary judgment solely on a question of law, the usual rules about burden-shifting and whether a genuine issue of material fact exists do not apply. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249–50, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986).

A federal court sitting in diversity applies state substantive law, including the state's choice of law rules and method of statutory interpretation. Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78, 58 S.Ct. 817, 82 L.Ed. 1188 (1938); Keenan v. Donaldson, Lufkin & Jenrette, Inc., 529 F.3d 569, 572–73 (5th Cir.2008). “To determine Louisiana law, we look to the final decisions of the Louisiana Supreme Court.” In re Katrina Canal Breaches Litig., 495 F.3d 191, 206 (5th Cir.2007) (internal citations omitted). “In...