Woodard v. General Motors Corporation

• Decision Date: 11 January 1962
• Docket Number: No. 18758.,18758.
• Citation: 298 F.2d 121
• Parties: B. T. WOODARD and B. J. Woodard, d/b/a Woodard Motor Company, Appellants, v. GENERAL MOTORS CORPORATION, Appellee.
• Court: U.S. Court of Appeals — Fifth Circuit

298 F.2d 121 (1962)

B. T. WOODARD and B. J. Woodard, d/b/a Woodard Motor Company, Appellants, v. GENERAL MOTORS CORPORATION, Appellee.

No. 18758.

United States Court of Appeals Fifth Circuit.

January 11, 1962.

William P. Fonville, Alan D. Feld, Dallas, Tex., for appellants.

Gillis A. Johnson, Ira Butler, Ft. Worth, Tex., Daniel Boone, Detroit, Mich., for appellee.

Before TUTTLE, Chief Judge, and CAMERON and JONES, Circuit Judges.

JONES, Circuit Judge.

Here again we have appellants who, before the district court, vigorously insisted that there was no genuine issue of material fact and sought a summary judgment, and who now, before this Court, are attempting to upset a summary judgment against them by contending with no less vigor that there are a half dozen major issues of disputed fact, each of which they say must be resolved in order to reach a decision of the cause, with an equal number of disputed questions on minor fact issues.

The appellee, General Motors Corporation, is a manufacturer of automobiles, trucks and other products. Its manufacturing and marketing are carried on through divisions. Thus its Buick automobiles are made and marketed through its Buick Division, and Chevrolet automobiles and trucks are made and marketed through its Chevrolet Division.

The appellant B. T. Woodard is the father of appellant B. J. Woodard. We will refer to them as "Father" and "Son." In 1931 the Father became a dealer in Chevrolet motor vehicles at Grandview, Texas. Five years later he moved to Greenville, Texas, where he continued as a Chevrolet dealer. In 1937 the Father became a dealer in Buick automobiles while continuing as a dealer in Chevrolets. The term used in automobile parlance for the combined operation such as was here present seems to be "dualed dealership." In 1947 the Son acquired an interest in the automobile ventures by a gift from the Father and thereafter the businesses were operated as a partnership. The Woodards' automobile enterprises were carried on in rented premises at 3207 Lee Street, in the City of Greenville.

In June of 1955 Father and Son were informed by representatives of appellee's Buick Division that the Buick contract of the appellants would not be renewed as it was desired by the appellee that the Buick and Chevrolet dealerships be separated. The appellants had been informed some considerable time earlier of Buick's desire to separate the dealerships. After several conferences between one or both of the appellants and representatives of the appellee's Buick Division, it was agreed that a Buick dealership would be given to the Son upon condition that the Buick business be separated from the Chevrolet business. A location at 1403 Stonewall Street, in Greenville, was acquired in September of 1955, and the Buick business was moved to that location. The lease on the Lee Street property was to expire in April, 1956, and the appellants were unwilling to renew on the landlord's terms. Appellee's Chevrolet Zone Manager, after inspecting several alternative locations, recommended that the Chevrolet dealership be kept at the Lee Street location. The Son discussed the possibility of renting a quonset-type building for the housing of the Buick deal but nothing came of it. The Father, some time early in March, 1956, discussed with appellee's Chevrolet District Manager, a proposal to move the Chevrolet business into the Stonewall location with the Buick dealership. The District Manager was several steps below the Zone Manager in the General Motors hierarchy. After an unsuccessful attempt to advise the Zone Manager by telephone of the contemplated move, the District Manager made his report by mail. A few days later the District Manager told the Father that he "guessed" the proposed move would be all right because he had heard nothing from the Zone Manager. The move was started in March and finished on April 6, 1956. The Zone Manager, upon learning of the move, expressed his dissatisfaction, and in so doing he objected to the Stonewall Street site as well as to the redualing of the two dealerships. He registered a complaint that the move had been undertaken without his approval. The appellants promised to obtain another location for their Chevrolet dealership, and renewed their prior assurances that the combined operation was purely temporary.

Because, it seems, of the unwillingness of the appellee to permit the appellants to leave the Chevrolet operation in the Stonewall location and to continue the combined or dualed operation, the appellee, in the spring of 1956, withheld the making of a renewal contract with the appellants for the Chevrolet dealership. However, at a meeting on May 29, 1956, between appellee's Chevrolet Zone Manager and the Father a renewal contract was executed. The appellant was described in the preamble of the agreement as Chevrolet Motor Division — General Motors Corporation, and was therein referred to as Chevrolet. At this meeting the Father once again repeated the promise that the Chevrolet operation would be removed at an early date from the Stonewall Street address. Although executed some weeks later, the agreement bore a printed date of March 1, 1956. Included among the terms and conditions as Paragraph 11 of this agreement are the following provisions:

"In order to provide product representation commensurate with the good will attached to the name `Chevrolet\' and to facilitate the proper sale and servicing of Chevrolet motor vehicles, chassis, parts and accessories, Dealer will maintain a place of business satisfactory as to appearance and location, and adequate in size and layout for new car sales operations, service operations, parts and accessories sales and used car sales, and will maintain the business hours customary in the trade.

"Once Dealer is established in facilities and at a location mutually satisfactory to Dealer and Chevrolet, Dealer will not move to or establish a new or different location, branch sales office, branch service station, or place of business, including any used car lot or location without the prior written approval of Chevrolet."

Among the provisions of Paragraph 23 of the agreement, relating to termination, is the following:

"If Dealer does not conduct its business in accordance with any requirement set forth in Sections 11 through 17, inclusive, or Section 19 of this Agreement, Chevrolet may terminate this Agreement by giving to Dealer written notice of termination to be effective three (3) months after receipt of such notice."

In July, and again in August, 1956, the appellee's Buick representatives were urging and insisting that something be done to separate the Buick and Chevrolet businesses, and the Son continued to make promises that the demands would be complied with. The appellants, at this time and for some months, perhaps a year or more, had been discussing the possibility of acquiring and building upon an undetermined site on a new highway which was being built into Greenville. Nothing had been done to further this project for the assigned reason that the State Highway Department was not able to give information as to the location of access roads. Conferences and correspondence continued, with the appellee, through both its Buick and Chevrolet representatives, insisting that the appellants do something about separating the dealerships and providing suitable space in a satisfactory location for the Chevrolet dealership, and the appellants doing little except continuing to make promises. Finally, in October of 1956, the appellee advised that unless something was done by January 1, 1957, to provide the Chevrolet deal with suitable quarters, some action would follow. More conferences were held; more letters were written; more time was sought by appellants in which to procure other facilities. The two dealerships remained together at the Stonewall Street location.

In April the appellants were looking for a purchaser for the Chevrolet portion of their business and at the same time were renewing their requests that the appellee allow them more time within which to procure other facilities. In the latter part of April the appellants advised appellee that it was then unwise to acquire a site on the new highway. In May the Son asked the appellee to send him a buyer for the Buick operation. In June the Buick dealership was sold. On the day of this sale the Father wrote to the Assistant General Sales Manager of the appellee's Chevrolet Division complaining of the treatment he had received and of the imminent cancellation of the Chevrolet sales agreement. An acknowledgment of this letter was followed, on July 23, 1957, with advice from the appellee to the appellants that the Chevrolet agreement was being cancelled. There was further correspondence between the parties in which they reviewed the background of the controversy and stated their respective contentions.

The suit was started in the district court in the fall of 1957, with jurisdiction being initially based on diversity of citizenship. Compensatory damages in the amount of $250,000, and exemplary damages of $150,000, were sought. On January 24, 1958, the appellee's Regional Manager of its Chevrolet Division wrote the appellants offering them a new Chevrolet sales contract upon condition that adequate facilities be obtained. The appellants rejected the proposal in a long argumentative self-serving letter to which the appellee responded in kind. Such is an outline of the general sequence of the events leading up to this litigation. Other facts will be recited as the particular issues presented are considered.

After defensive pleadings were filed by the appellee, an amended complaint in two counts was filed by the appellants. The first count, like the original complaint, charged a breach of contract without reference to statute, and in paragraph numbered 13 of the pleading it was asserted that the appellants were damaged by the appellee's termination of the...