United States Court of Appeals For the First Circuit
No. 23-1801
COLONY PLACE SOUTH, INC., d/b/a Volvo Cars Plymouth, and 25 FALMOUTH ROAD, INC., d/b/a Volvo Cars Cape Cod,
Plaintiffs, Appellants,
v.
VOLVO CAR USA, LLC; FIDELITY WARRANTY SERVICES, INC.; and VOLVO CAR FINANCIAL SERVICES U.S., LLC,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS
[Hon. George A. O'Toole, Jr., U.S. District Judge]
Before
Gelpí, Montecalvo, and Rikelman, Circuit Judges.
Jason T. Allen, with whom William Kirby Bissell and Bass Sox Mercer were on brief, for appellants.
Michael Rayfield, with whom Stephen Hansen and Shook, Hardy & Bacon were on brief, for appellees.
November 21, 2024 MONTECALVO, Circuit Judge. Plaintiffs-appellants Colony
Place South, Inc. and 25 Falmouth Road, Inc. (the "dealers") are
two Massachusetts-based Volvo dealers. They initiated this suit
against defendants-appellees Volvo Car USA, LLC ("Volvo USA");
Volvo Car Financial Services U.S., LLC ("Volvo Financial"); and
Fidelity Warranty Services, Inc. ("Fidelity") for allegedly
violating various provisions of Massachusetts General Laws Chapter
93B ("Chapter 93B"). The alleged violations relate to
Volvo-branded Prepaid Maintenance Program contracts ("PPMs") -- a
financial product allowing customers to pay up front at a
discounted rate for future, routine maintenance services like oil
changes at Volvo dealerships -- that Fidelity administers and
issues to Volvo dealers, who in turn sell the PPM contracts to
their customers. The parties cross-moved for summary judgment.
After hearing argument on the cross-motions, the district court
granted the defendants-appellees' motion and denied the
plaintiffs-appellants' motion, concluding that entities like
Fidelity are not regulated by Chapter 93B's relevant provisions.
The dealers appeal that decision. We affirm, for a different
reason: the dealers' sale and service of the Volvo PPM are not
franchise obligations under Chapter 93B.
- 2 - I. Background
A. Factual Background
1. The Parties
Defendant-appellee Volvo USA distributes and oversees
the sale of Volvo cars in the United States through franchise
agreements with dealerships. Volvo USA's franchise agreements set
forth standard terms that are the same for both dealers; the
dealers contend that these standard terms are uniform for Volvo
dealers throughout the United States.
Volvo USA's indirect corporate parent, Volvo Car
Corporation, is also the direct corporate parent of
defendant-appellee Volvo Financial. Volvo Financial offers
various finance and insurance products to Volvo dealers.
Defendant-appellee Fidelity, which is not a corporate
affiliate of Volvo USA or Volvo Financial, develops, offers, and
administers automotive financing and insurance products.1 Fidelity
sells its financing and insurance products through franchise
dealers, who operate as middlemen; it does not sell any of these
products directly to consumers. To design and sell such products,
Fidelity partners with many companies, including Volvo, Kia,
1 Fidelity is a wholly owned subsidiary of JM Family Enterprises, Inc., which is a corporate affiliate of Jim Moran & Associates, Inc. ("JM&A"). In this litigation, the parties use the names "Fidelity" and "JM&A" interchangeably. For the sake of consistency, we will refer to both entities as "Fidelity."
- 3 - Toyota, Polestar, and J.D. Power. Some of Fidelity's products are
sold to customers "branded" with the name of a vehicle manufacturer
(e.g., Volvo), which imparts upon customers the goodwill and value
in the brand name. Fidelity also sells non-branded products --
that is, products with Fidelity's name.
As noted, the dealers are two Massachusetts-based Volvo
dealerships that sell Volvos and Volvo products.
2. The Parties' Contractual Relationships
Several contracts govern the parties' various
relationships. Volvo USA and each of the dealers are parties to
identical Volvo Retailer Agreements. The Retailer Agreements set
forth the basic terms of the Volvo franchise and the dealers'
various obligations to customers and to Volvo USA. The Retailer
Agreements contain no express terms that reference the Volvo PPM.
Volvo Financial and Fidelity are parties to a Master
Services Agreement that governs Fidelity's development and
administration of several financing and insurance products,
including the Volvo PPM, which Volvo dealerships may sell to their
customers. Under the Master Services Agreement's terms, Fidelity
must offer Volvo dealers the option to enter into "Administrative
Agreements" which allow dealers to sell their customers various
Fidelity-designed financial product contracts. These products
include both Volvo-branded and non-branded PPMs, but also other
contracts such as "Volvo Service," "Volvo Ding Shield," and "Theft
- 4 - Deterrence." When a dealer sells a product under the
Administrative Agreement, Fidelity pays Volvo Financial certain
referral and incentive fees.
The dealers together executed an Administrative
Agreement with Fidelity. Under its terms, Fidelity agrees to
administer and offer to dealers its suite of financial and
insurance products, including the Volvo PPM, that dealers in turn
may sell to their customers. In exchange, the dealers pay a fee
to Fidelity for each contract sold, according to a pre-set fee
schedule. The Administrative Agreement contains an integration
clause providing that it comprises "the full and entire
understanding and agreement" between Fidelity and the dealers and
does not incorporate the Retailer Agreements or the Master Services
Agreement by reference. The initial term of the Administrative
Agreement was for one year, beginning on June 1, 2018. After that
term, the agreement was terminable at any time by any party with
thirty days' written notice. No party has exercised their right
to terminate the agreement.
3. The Volvo PPM
One such financial product that Fidelity offers is the
Volvo-branded PPM, which allows consumers to pre-pay for certain
car maintenance services. Generally, the dealers provide repair
and maintenance services that fall into two buckets. The first
bucket concerns services related to the manufacturing and
- 5 - essential functioning of a car, such as repairing a malfunctioning
engine, differential, or transfer case. The second bucket
comprises more routine and periodic maintenance services, such as
oil changes, tire rotations, and fluid adjustments. For new
Volvos, a three-year, standard-issue warranty covers the cost of
services that fall in either bucket. After the three-year warranty
period expires, a consumer can extend coverage for services under
the first bucket with a service contract. To extend coverage for
services in the second bucket, a consumer can buy a PPM.
On the consumer-facing side, the Volvo PPM allows
consumers to "lock in" discount prepaid rates for bundles of
anticipated routine maintenance tasks like oil changes and fluid
replacements in the post-warranty period. This means that even
after the initial three-year warranty expires, consumers who
purchase a Volvo PPM contract can take their Volvo to their Volvo
dealer for routine maintenance services that are covered under
their given PPM contract for no additional cost. The dealer
selling the PPM contract has complete control over the PPM contract
sale price, although Fidelity provides dealers recommended sale
prices to charge.
On the dealer-facing side, the Volvo PPM requires
Fidelity to reimburse the dealers a portion of their parts and
labor costs incurred to service PPM contracts according to pre-set
"Maintenance Services Reimbursement Tiers." Each "tier"
- 6 - effectively supplies a menu of reimbursement amounts for a given
bundle of PPM services. For example, as of August 2017, "Tier 36"
entitled dealers to $105 in reimbursements for changing a set of
wiper blades and $253 for changing front brake pads; "Tier 38"
entitled dealers to $108 and $271 in reimbursements for those
respective services; and "Tier 42," $120 and $343, respectively.
The higher the tier, the higher the reimbursement amounts to
dealers -- but also higher the fee that dealers must pay Fidelity
for each contract sold. Dealers choose the reimbursement tiers
they think are best tailored to their business needs and costs
when they sign the Administrative Agreement, although they can
also change their tiers later if needed.
Volvo USA advertises that the Volvo PPM will be "honored
at any authorized Volvo dealership." The amount that Fidelity
reimburses a PPM-servicing dealer depends, however, on the
reimbursement tier selected by the dealer that sold a given PPM
contract, not the reimbursement tier selected by the dealer
servicing that PPM contract. This can result in a dealer being
reimbursed at a lower rate than provided for in the dealer's
contract with Fidelity. For example, if a customer buys a Volvo
PPM contract from Dealer A, who is at Tier 39, then redeems that
same PPM contract with Dealer B, who is at Tier 41, Fidelity
reimburses Dealer B at Tier 39 rates even though Dealer B prices
and sells its own Volvo PPM contracts at higher prices based on
- 7 - its more profitable Tier 41 reimbursement rates. A similar problem
arises if a customer takes a Volvo PPM contract to one of the
nineteen Volvo dealers, nationwide, who do not offer the Volvo
PPM.
B. Procedural Background
In the operative complaint, the dealers assert six
claims under various provisions of Chapter 93B, commonly known as
the "Dealers' Bill of Rights." See Cadillac/Oldsmobile/Nissan
Ctr., Inc. v. Gen. Motors Corp., 391 F.3d 304, 306 (1st Cir. 2004);
Mass. State Auto. Dealers Ass'n, Inc. v. Tesla Motors MA, Inc., 15
N.E.3d 1152, 1155-56 (Mass. 2014). Altogether, the claims allege
that the defendants-appellees are unlawfully underpaying the
dealers for the parts and labor they expend to service the Volvo
The parties cross-moved for summary judgment on Counts
I, II, III, V, and VI, which assert violations of Chapter 93B
Sections 9(b)(1), 9(b)(2)(vii), and 4(c)(12).2 After oral
argument, the district court issued a text order granting the
defendants-appellees' motion and denying the dealers' motion.
This appeal followed.
Count IV alleges a violation of Section 4(c)(9). 2 Only defendants-appellees moved, successfully, for summary judgment on this claim, and the dealers do not raise it on appeal. Accordingly, we do not address it here.
- 8 - II. Standard of Review
We review a district court's grant or denial of summary
judgment de novo. Mullane v. United States Dep't of Just., 113
F.4th 123, 130 (1st Cir. 2024) (citing Carrozza v. CVS Pharmacy,
Inc., 992 F.3d 44, 56 (1st Cir. 2021)). This remains true even when
considering cross-motions for summary judgment. Stephanie C. v.
Blue Cross Blue Shield of Mass. HMO Blue, Inc., 852 F.3d 105, 110
(1st Cir. 2017) (citing Blackie v. Maine, 75 F.3d 716, 721 (1st Cir.
1996)). Summary judgment is appropriate "when the record reflects
no genuine issue as to any material fact and indicates that the
moving party is entitled to judgment as a matter of law." Penate
v. Sullivan, 73 F.4th 10, 17 (1st Cir. 2023) (quoting Morelli v.
Webster, 552 F.3d 12, 18 (1st Cir. 2009)).
"[I]n appraising summary judgments, as in other matters,
a court of appeals is not wedded to the district court's reasoning.
Rather, '[w]e are free, on appeal, to affirm a judgment on any
independently sufficient ground.'" Garside v. Osco Drug, Inc.,
895 F.2d 46, 48-49 (1st Cir. 1990) (second alteration in original)
(quoting Polyplastics, Inc. v. Transconex, Inc., 827 F.2d 859,
860-61 (1st Cir. 1987)).
III. Discussion
The dealers raise two main arguments on appeal. First,
they challenge the level of detail in the district court's order
resolving the cross-motions for summary judgment. Second, they
- 9 - challenge the direct merits of the district court's ruling. We
address each in turn.
A. Sufficiency of District Court's Order
The dealers first contend that the district court erred
by disposing of the parties' cross-motions for summary judgment
too summarily. We disagree.
The district court did not issue a separate written
opinion setting forth its full analysis of the parties' motions
and arguments. Rather, it resolved them with the following
three-sentence text order entered into the docket:
After hearing and upon consideration of the parties' respective submissions, the defendants' motion for summary judgment is GRANTED as to all counts asserted in the plaintiffs' amended complaint, substantially for the reasons advanced by the defendants. The plaintiffs' cross-motion for summary judgment on counts I, II, III, V, and VI is correspondingly DENIED. The parties involved in making available to Volvo owners post-warranty maintenance and repair financing cannot plausibly be understood to be "manufacturers" or "distributors" of motor vehicles as those terms are used in Chapter 93B of the Massachusetts General Laws.
The dealers argue that this "deficient" discussion fails
to properly identify the grounds on which the district court
reached its decision. We disagree. The district court's order
satisfies the minimal requirements set forth by the Federal Rules
of Civil Procedure. Under Rule 56, a district court is simply
required to "state on the record the reasons for granting or
- 10 - denying the [summary judgment] motion." Fed. R. Civ. P. 56(a).
The first and last sentences of the order do just that. And while
the dealers also argue that the order fails to reconcile the
competing factual and legal arguments the parties raised, the
district court was not required to do so. See Fed. R. Civ. P.
52(a)(3) ("The court is not required to state findings or
conclusions when ruling on a motion under Rule . . . 56 . . . .");
see also Grossman v. Berman, 241 F.3d 65, 68 (1st Cir. 2001) ("[A]
trial court, on a motion for summary judgment, has no absolute
obligation either to make specific findings of fact or to elaborate
upon its view of the controlling legal principles.").
Even the dealers concede that "the Order on its face is
not necessarily deficient" and that it "meet[s] the letter of the
Federal Rules . . . ." That is enough.3 Accordingly, we will not
remand or reverse based on the brevity of the district court's
order.
3 While text orders are not prohibited, we nonetheless encourage district courts to elaborate more fully the reasons for ruling upon a dispositive motion, even if in brief form. See United States v. Zhong H. Chen, 815 F.3d 72, 82 (1st Cir. 2016) ("[D]istrict courts 'should take reasonable steps to ensure that the parties and the appellate courts will be able to glimpse the foundation on which their rulings rest,' [since] in some cases, 'such statements are a necessary precondition to intelligent appellate review.'" (quoting Grossman, 241 F.3d at 68)).
- 11 - B. Chapter 93B
We now turn to the core issue of the case: whether
defendants-appellees violate Chapter 93B because the reimbursement
rates that Fidelity pays the dealers for servicing the Volvo PPM
are below what the statute requires.
Chapter 93B's relevant provision provides:
A manufacturer or distributor shall within a reasonable time fulfill its obligations under all express warranty agreements made by it with respect to a product manufactured, distributed or sold by it and shall adequately and fairly compensate any motor vehicle dealer who, under its franchise obligations, furnishes labor, parts and materials under the warranty or maintenance plan, extended warranty, certified preowned warranty or a service contract, issued by the manufacturer or distributor or its common entity, unless issued by a common entity that is not a manufacturer . . . .
Mass. Gen. Laws ch. 93B, § 9(b)(1).4 The statute benchmarks "fair
and adequate compensation" to retail rates and prices that dealers
customarily charge. Id. §§ 9(b)(1), (2)(i)-(ii).
4 The dealers also assert claims under two other provisions. Those provide in relevant part:
A manufacturer or distributor shall not implement or continue a policy, procedure or program to any of its dealers in the commonwealth for compensation which is inconsistent with this subsection.
Mass Gen. Laws ch. 93B § 9(b)(2)(vii).
- 12 - As a threshold matter, we must decide whether Chapter
93B regulates the Volvo PPM at all. By its express language,
Chapter 93B guarantees dealers "adequate[] and fair[]"
compensation for "labor, parts, and materials" furnished only if
dealers are required to do so under their "franchise obligations."
Id. § 9(b)(1). We thus examine whether the dealers sell and
service the Volvo PPM under their "franchise obligations." For
the following reasons, we conclude that they do not, and thus
Chapter 93B does not require Fidelity to reimburse dealers under
the Volvo PPM at the rates set by statute.
1. Definition of "Franchise Obligation"
Chapter 93B defines "franchise" as:
[A]n oral or written arrangement for a definite or indefinite period in which a manufacturer or distributor grants to a motor vehicle dealer a license to use a trade name,
It shall be deemed a violation of [Chapter 93B] for a manufacturer, distributor or franchisor representative . . . to act to accomplish, either directly or indirectly through any parent company, subsidiary, or agent, what would otherwise be prohibited under this chapter on the part of the manufacturer or distributor.
Id. § 4(c)(12). The dealers argue that both provisions prohibit Volvo USA from skirting around Section 9(b)(1) via an "attenuated arrangement" to administer the Volvo PPM through Volvo Financial and Fidelity. However, as we discuss below, we consider the gating question of whether selling and servicing the Volvo PPM is a franchise obligation at all, regardless of who administers it. Because we conclude no, we do not address the dealers' arguments asserted under these provisions.
- 13 - service mark, or related characteristic, and in which there is a community of interest in the marketing of new motor vehicles or services related thereto at wholesale, retail, leasing, or otherwise.
Id. § 1. Chapter 93B does not define "obligation." The parties
do not provide any authority interpreting the meaning of
"obligation" as used in Section 9(b)(1), nor can we find any. And
so, we look to the plain meaning of "obligation": "[a] legal or
moral duty to do or not do something." Obligation, Black's Law
Dictionary (12th ed. 2024). Putting the two definitions together,
"franchise obligations" therefore refers to duties to do or not do
certain things under an "arrangement" to market new Volvos or
services related to them.
We thus turn to the Retailer Agreement between the
dealers and Volvo USA to determine what franchise obligations, if
any, the dealers carry with respect to the Volvo PPM. The dealers
contend that it is a franchise obligation to both sell and service
the Volvo PPM. We disagree on both counts.
2. Selling the Volvo PPM
The Retailer Agreement requires dealers to sell "Volvo
Accessories," among other things. The dealers contend that "Volvo
Accessory" is a term that encompasses the Volvo PPM and that they
are therefore bound by the Retailer Agreement to sell them. We
disagree.
- 14 - First, the Retailer Agreement defines Volvo Accessory as
"[a]n accessory supplied by [Volvo USA] or by a Volvo Affiliate."
This itself is not a model of clarity, but the term's use in
context is instructive. "Volvo Accessory" and "accessory" appear
in provisions that:
• Require dealers to sell and "maintain sufficient
inventory of . . . Volvo Accessories to meet customer
demand and your sales objectives" (emphasis added);
• Prohibit dealers from "sell[ing] parts (including
software) or accessories that infringe [Volvo USA's]
intellectual property rights" (emphasis added); and
• Require Volvo USA to "invoice [dealers] for the full
price of the following Volvo Products on the following
date: . . . for each Genuine Volvo Part or Volvo
Accessory ordered by you, the date when it is shipped
from our distribution center" (emphasis added).
From this context, we cannot reasonably conclude that "Volvo
Accessory" includes something like the Volvo PPM -- a financial
contract that is intangible, not quantified with respect to an
inventory, and incapable of possessing attributes like a ship date
from a distribution center. This reading of "accessory" also
accords with its plain meaning: "an object or device that is not
essential in itself but adds to the beauty, convenience, or
- 15 - effectiveness of something else." Accessory, Merriam-Webster's
Collegiate Dictionary (11th ed. 2003) (emphases added).
Second, neither party disputes that at least nineteen
Volvo dealers, out of 281 total authorized Volvo dealerships
nationwide, do not sell the Volvo PPM. They do not do so despite
the Retailer Agreement incorporating "standard provisions" written
by Volvo USA which the dealers contend are identical for all Volvo
dealers nationwide. It then follows that these nineteen dealers
either are in breach of their franchise obligations under the
Retailer Agreement, or the Retailer Agreement does not obligate
dealers to sell the Volvo PPM. Neither side asserts, or offers
any evidence supporting, the first contention.
Third, the Volvo PPM is far from the only finance and
insurance product listed in the Administrative Agreement between
the dealers and Fidelity. And the dealers' designated corporate
representative, Joseph Laham, testified at deposition that it is
within the dealers' discretion whether to sell these other, non-PPM
finance and insurance products offered by Fidelity and, in turn,
that dealers affirmatively choose not to sell certain such
products. Yet the dealers fail to explain how these non-PPM
products differ meaningfully from the Volvo PPM such that one is
a Volvo Accessory, but the others are not. In other words, the
dealers impliedly concede that they have discretion to sell an
- 16 - entire category of finance and insurance products -- a category
that includes the Volvo PPM.
The dealers also make a more general argument that Volvo
USA and Volvo Financial consistently pressure dealers to sell the
Volvo PPM, essentially rendering the sale of the Volvo PPM
obligatory. In support, they point to (1) Volvo USA's
advertisements which categorically state, without firm contractual
basis, that "Prepaid Maintenance will be honored at any authorized
Volvo dealership"; (2) a provision in the Master Services Agreement
between Fidelity and Volvo Financial that requires Fidelity to
notify Volvo Financial of the names of any dealers who decline to
sell Volvo-branded contracts, after which Volvo Financial may
contact those dealers to "discuss" that decision; and (3) mandatory
monthly meetings between Volvo USA and Volvo Financial managers
and Volvo dealers, including the dealers here, where they review
and discuss "penetration reports" generated by Fidelity on the
regional sales of the Volvo PPM and other finance and insurance
products.
These facts, however, do not by themselves create a
franchise obligation under the Retailer Agreement. Rather, these
facts clarify what is already apparent from the thicket of
contractual relationships at issue in this case: Volvo has a
vested interest in its dealers selling as many Volvo PPM contracts
as possible, evidenced, in part, by the referral and incentive
- 17 - fees that trickle up to Volvo Financial with every Volvo PPM
contract sold. While the dealers may feel acute commercial
pressure from Volvo USA to sell the Volvo PPM, that alone does not
mean they have any contractual obligation to do so.
3. Servicing the Volvo PPM
The dealers also argue that it is a franchise obligation
to accept and service the Volvo PPM no matter which dealer
originally sold a given PPM contract. In support, they identify
contract provisions that:
• Permit Volvo USA to terminate the Retailer Agreement
if a dealer breaches a separate agreement with a Volvo
Affiliate; and
• Require the dealers to "give the highest priority to
resolving customer complaints and questions and
addressing any shortcomings in [dealers'] operations
highlighted in customer feedback" and relatedly,
permit Volvo USA to set "reasonable business
objectives for [dealers'] sales of Volvo Products and
how satisfied [dealers'] customers are" and provide
for sanctions if the objectives are not met.
We address each provision in turn.
The dealers argue that the first provision forces them
into a position of either accepting all Volvo PPM contracts they
encounter, or breaching their Administrative Agreement with
- 18 - Fidelity. Assuming, without deciding, that Fidelity is a Volvo
Affiliate as defined in the Retailer Agreement, the dealers fail
to show how refusing to service a given Volvo PPM contract
purchased from a different dealer results in a breach of their own
Administrative Agreement with Fidelity. To recap, the
Administrative Agreement is between the dealers and Fidelity. The
dealers are not in contractual privity with other dealers, and the
Administrative Agreement contains no express provisions requiring
the dealers to honor PPM contracts sold by other dealers. Even
assuming otherwise, if the dealers no longer wish to service the
Volvo PPM, they are free to unilaterally terminate their agreement
with Fidelity at any time after the initial one-year period (which
has long since passed) with thirty days' written notice.5
As for the second provision, it is true that customers,
unhappy with the dealers for declining to service Volvo PPM
contracts purchased from other dealers, could leave the dealers
bad reviews, which would interfere with the dealers' contractual
obligation to have satisfied customers. However, the possibility
of spurned PPM-holders leaving bad reviews and in turn causing a
breach of the Retailer Agreement is too attenuated a scenario to
5Bolstering this point is Laham's deposition testimony that, once he complained to Fidelity about the divergence between who chooses the reimbursement tier and who gets paid the reimbursement tier for a given Volvo PPM contract, Fidelity told him to stop selling and honoring the Volvo PPM.
- 19 - support the conclusion that servicing the Volvo PPM is a franchise
obligation.
For one, "bad reviews from unhappy customers" is not
included in the list of circumstances permitting the termination
of the franchise agreement. Rather, the Retailer Agreement's
termination protocol provides for a franchise's immediate
termination in serious circumstances such as a dealer's
insolvency, violation of antitrust laws, or providing materially
false statements to Volvo USA. Otherwise, the protocol enumerates
other, less egregious circumstances that will begin an extended,
ninety-day termination process, which includes a sixty-day
"correction period." The last enumerated circumstance is a
catch-all term covering the "breach [of] any other material term
of this agreement." The Retailer Agreement then lists nine
specific sections that are "material," which include sections on
the location of the dealership, what the dealership will sell, the
dealership's business plan, and Volvo's code of conduct. Absent
from that list of sections is the section requiring dealers to
have satisfied customers and "give the highest priority to
resolving customer complaints." Given this context, we cannot see
how the customer satisfaction provision would be considered
material, especially as the dealers have pointed to nothing
suggesting that the customer satisfaction provision constitutes a
material term of the Retailer Agreement.
- 20 - In sum, Section 9(b)(1) supplies a viable claim only if
servicing the Volvo PPM is a "franchise obligation[]." Mass. Gen.
Laws ch. 93B § 9(b)(1). The dealers may be motivated to service
the Volvo PPM to avoid possible negative customer reviews in order
to ensure perfect performance under the contract, but that does
not show that servicing the Volvo PPM is required by the Retailer
Agreement. The dealers therefore have failed to show that
servicing the Volvo PPM is part of their franchise obligations.
IV. Conclusion
For the foregoing reasons, we affirm the district
court's grant of summary judgment to defendants-appellees.
- 21 -