Heritage Jeep-Eagle, Inc. v. Chrysler Corp.

655 N.E.2d 140, 39 Mass. App. Ct. 254, 1995 Mass. App. LEXIS 787
CourtMassachusetts Appeals Court
DecidedSeptember 22, 1995
DocketNos. 93-P-1353 & 94-P-138
StatusPublished
Cited by14 cases

This text of 655 N.E.2d 140 (Heritage Jeep-Eagle, Inc. v. Chrysler Corp.) is published on Counsel Stack Legal Research, covering Massachusetts Appeals Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Heritage Jeep-Eagle, Inc. v. Chrysler Corp., 655 N.E.2d 140, 39 Mass. App. Ct. 254, 1995 Mass. App. LEXIS 787 (Mass. Ct. App. 1995).

Opinion

Perretta, J.

General Laws c. 93B, § 4(3) (l), as amended by St. 1977, c. 717, § 3, makes it unlawful for a motor vehicle manufacturer or distributor “arbitrarily and without notice to existing franchisees” to grant a franchise to an additional franchisee who would conduct his dealership “from a place of business situated within the relevant market area of an existing franchisee or franchisees.” This appeal brings before us the question whether a manufacturer’s approval of the sale of a Jeep-Eagle automobile dealership and its relocation by the buyer to a site that two existing franchisees claim to be in their relevant market area can constitute a violation of the statute. Concluding that such an allegation is a claim upon which relief could be granted, we reverse the judgments of dismissal entered pursuant to Mass.R.Civ.P. 12(b) (6), 365 Mass. 755 (1974).

1. The claim. We recite the facts alleged in the complaints of the plaintiffs, who are entitled to all favorable inferences. See General Motors Acceptance Corp. v. Abington Cas. Ins. Co., 413 Mass. 583, 584 (1992). Lynngate Motors (Lynngate), a Jeep-Eagle dealership doing business in Lynn, requested permission of Chrysler Corporation to transfer its Jeep-Eagle franchise to Lawless Chrysler-Plymouth Corporation (Lawless), situated in Woburn, with the intent that the franchise business thereafter be located in Woburn. Chrysler consented to the transfer and relocation and gave notice of the transaction to Heritage Jeep-Eagle, Inc. (Heritage), and Courtesy Jeep-Eagle, Inc. (Courtesy), located in Belmont and Lynnfield, respectively. Shortly after receiving notice from Chrysler, Heritage and Courtesy brought the present complaints seeking to enjoin the relocation of Lynngate’s Jeep-Eagle business by Lawless from Lynn to Woburn on the [256]*256claimed basis that the relocation was an arbitrary encroachment upon their relevant market areas and, therefore, in violation of G. L. c. 93B, § 4(3) (l). When taken with § 3(a) of the same chapter, § 4(3) (l), as here relevant, makes it unfair for a manufacturer to do the following: [257]*257Subsection (l) goes on to provide that the manufacturer must give written notice of its intention to enter into the additional franchise agreement “to each motor vehicle dealer with a franchise or selling agreement covering the same line make within a twenty mile radius of the location where the business of the proposed franchise will be located.”5 The existing franchisee may then, prior to the date of the proposed grant specified in the notice, petition the Superior Court for a determination whether the grant is “arbitrary.” The statute lists eight pertinent but noninclusive circumstances for the court to consider in making that determination.6 See § 4(3) (l) (i) through (viii).

[256]*256“arbitrarily and without notice

[257]*257In dismissing the actions pursuant to rule 12(b) (6), each of the Superior Court judges concluded that, because the relocation of the Jeep Eagle business from Lynn to Woburn did not result in a net increase in the total number of franchises, Heritage and Courtesy had failed to state a claim upon which relief could be granted under § 4(3) (l).

2. The scope of § 4(3) (l). There is no express language in § 4(3) (l) that directly addresses the issue with which we are presented: whether a manufacturer’s consent to the relocation of a dealership to a site claimed by other dealers of the “same line make” to be their relevant market area is within the reach of that statute. Compare Conn. Gen. Stat. § 42-133dd (1995), which expressly provides for procedures simi[258]*258lar to those set out in § 4(3) (l) “[i]n the event that a manufacturer . . . seeks to enter into a franchise establishing a new dealer or relocating an existing dealer within or into a relevant market area where the same line make is then represented . . .” (emphasis supplied).

“It is a well-established canon of construction that, where the statutory language is clear, the courts must impart to the language its plain and ordinary meaning. Nationwide Mut. Ins. Co. v. Commissioner of Insurance, 397 Mass. 416, 420 (1986), and cases cited. The plain and ordinary meaning is conclusive as to legislative intent in the absence of any contrary evidence such as the statute’s history and purpose. Sterilite Corp. v. Continental Cas. Co., 397 Mass. 837, 839 (1986), and cases cited. While courts should look to dictionary definitions and accepted meanings in other legal contexts, see Oxford v. Oxford Water Co., 391 Mass. 581, 587 (1984), their interpretations must remain faithful to the purpose and construction of the statute as a whole. See Commissioner of Revenue v. Wells Yachts South, Inc., 406 Mass. 661, 664 (1990).” Commonwealth v. One 1987 Mercury Cougar Auto., 413 Mass. 534, 537-538 (1992).

As noted by the Superior Court judge in dismissing Heritage’s complaint, the word “additional,” according to Webster’s Third New Inti. Dictionary 24 (1966), has the ordinary meanings of “added,” “increased,” or “augmented.” Courtesy’s complaint was dismissed on the same, but abbreviated, basis: “Transfer in this case does not constitute an ‘additional franchise’ under c. 93B.”7 As we read the statute, [259]*259however, the word “additional” cannot be read to mean a net increase in the total number of franchisees without reference to a relationship between the increase in number and a defined area. Without such a qualifying reference, the very intent of the statute would be defeated by its reach.

We look to the purpose of § 4(3) (l). Because of the limited relief available to automobile dealers under 15 U.S.C. §§ 1221-1225 (1994), the so-called “Dealers’ Day in Court Act,” dealers turned to the States for remedial legislation in respect to the establishment of new dealerships and the relocation of existing ones. “There are now specific laws in thirty-seven states restricting the establishment of new motor vehicle dealers in the vicinity of an existing dealer holding a franchise for the ‘same line make’ or product line. These laws, passed since 1963, are referred to as ‘relevant market area (RMA) laws’ or ‘additional dealer laws.’ ” ABA Antitrust Section: Monograph No.

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Bluebook (online)
655 N.E.2d 140, 39 Mass. App. Ct. 254, 1995 Mass. App. LEXIS 787, Counsel Stack Legal Research, https://law.counselstack.com/opinion/heritage-jeep-eagle-inc-v-chrysler-corp-massappct-1995.