Hopkins Pontiac GMC, Inc. v. Ally Financial Inc.

60 F. Supp. 3d 1252, 2014 U.S. Dist. LEXIS 163334, 2014 WL 6601150
CourtDistrict Court, N.D. Florida
DecidedNovember 20, 2014
DocketCase No. 5:14-cv-00183-RS-EMT
StatusPublished
Cited by2 cases

This text of 60 F. Supp. 3d 1252 (Hopkins Pontiac GMC, Inc. v. Ally Financial Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hopkins Pontiac GMC, Inc. v. Ally Financial Inc., 60 F. Supp. 3d 1252, 2014 U.S. Dist. LEXIS 163334, 2014 WL 6601150 (N.D. Fla. 2014).

Opinion

ORDER

RICHARD SMOAK, District Judge.

Before me are Defendant General Motors LLC’s Motion to Dismiss Plaintiffs Complaint (Doc. 15), Plaintiffs Memorandum of Law in Opposition to Defendant General Motors LLC’s Motion to Dismiss (Doc. 28), Defendant Ally Financial, Inc.’s Motion for Judgment on the Pleadings (Doc. 19), and Plaintiffs Memorandum of Law in Opposition Defendant Ally Financial, Ine.’s Motion to Dismiss (Doc. 38).

Plaintiff Hopkins GMC, an automotive dealer and formerly a General Motors franchisee, alleges that Defendant General Motors, an auto manufacturer, and Defendant GMAC, a financing company, conspired against it to destroy its business and eventually force it sell its GMC franchise at a substantial loss. Both defendants have moved to dismiss the complaint. After review of the 14 count Complaint, I find that Hopkins has failed to state any claim upon which relief can be granted, and the motions to dismiss are granted.

I. STANDARD OF REVIEW

To overcome a motion to dismiss, a plaintiff must allege sufficient facts to [1255]*1255state a claim for relief that is plausible on its face. See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Granting a motion to dismiss is appropriate if it is clear that no relief could be granted under any set of facts that could be proven consistent with the allegations of the complaint. Hishon v. King & Spalding, 467 U.S. 69, 104 S.Ct. 2229, 2232, 81 L.Ed.2d 59 (1984). I must construe all allegations in the complaint as true and in the light most favorable to the plaintiff. Shands Teaching Hosp. and Clinics, Inc. v. Beech Street Corp., 208 F.3d 1308, 1310 (11th Cir.2000) (citing Lowell v. American Cyanamid Co., 177 F.3d 1228, 1229 (11th Cir.1999)).

II. BACKGROUND

Plaintiff Hopkins Pontiac GMC, Inc., (“Hopkins”) was a franchised General Motors GMC dealer in Marianna, Florida. (Doc. 1 at 4). It held the franchise pursuant to a dealer agreement with Defendant General Motors. (Id.). It financed some of its inventory through a loan and credit agreement with Defendant General Motors Acceptance Corporation (“GMAC”)-. (Id.). GMAC (since rebranded as Ally Financial) is engaged in automotive financing and issued dealer floor plan financing arrangements to a large percentage of General Motors dealerships. (Id. at 3).

I note at the offset that although the complaint alleges that GMAC was under the control of General Motors, this allegation is a legal conclusion rather than a factual allegation, and the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Chandler v. Sec’y of Florida Dep’t of Transp., 695 F.3d 1194, 1199 (11th Cir.2012). Instead, I take judicial notice of the well-known and indisputable fact that GMAC was an independent entity by the time the events in question occurred. See generally Taxpayers Continue to Own 74% of GMAC (Rebranded as Ally Financial Inc.) from the TARP Bailouts, Special Inspector General for the Troubled Asset Relief Program (Jan. 30, 2013) (online at www.sigtarp.gov/Audit% 20Reports/Taxpayers_GMAC.pdf) (“On November 30, 2006, ... GM spun off a controlling interest in GMAC (a 51% interest) to an investor group led by the private equity fund Cerberus Capital Management L.P.”) (emphasis added); see also Fed. R.Evid. 201. Furthermore, by December 30, 2009 — before the date of any of the Complaint’s allegations against GMAC— the United States Government owned 56% of GMAC through the Troubled Assets Relief Program Bailouts. Id.

a. GMAC and the Financing Arrangements

GMAC had issued Hopkins “Floor Plan” loan agreements that consisted of a wholesale line of credit to purchase cars for sale to consumers. (Id. at 4).

GMAC, in early 2010, in an alleged “furtherance of the strategy and agreement to eliminate Hopkins GMC as a General Motors’ dealer,” (Id. at 6), took an escalating series of actions relating to the financing arrangements. (Id.). It reduced the available floor plan inventory, conducted daily audits that were billed to Hopkins, required immediate payment of vehicles upon sale (rather than the customary three days), raised interest rates, suspended credit, and eventually demanded the sale of the franchise of immediate satisfaction of all debt. (Id.). By June 2010, GMAC told Hopkins that it would seize its vehicle inventory unless Hopkins sold its franchise or paid in full by October 8, 2010. (Id. at 10-11).

When Hopkins’s relations with GMAC soured, General Motors would not consent to Hopkins obtaining an alternative credi[1256]*1256tor. (Id. at 6-7). General Motors also refused to sell new vehicles or parts unless it received cash or certified check, and withheld warranty and rebate payments. (Id. at 7).

b. General Motors and the Franchise Agreement

From about August 2009 to March 2010, General Motors caused Hopkins to believe that it would obtain a Buick franchise to go alongside its GMC franchise. (Doc. 1 at 4-5). In reliance on General Motors’ representations, Hopkins took out a $1.5 million mortgage against its property and raised $200,000 to $800,000 in additional equity from its principals. (Id. at 5).

However, in March 2010, General Motors told Hopkins that it would not receive a Buick franchise, but General Motors would be willing to negotiate the sale of Hopkins’s GMC franchise to another local General Motors franchise, Rahal Buick. (Id. at 10). It also offered to pay a portion of Hopkins’s selling price. (Id.). In September, however, General Motors told Hopkins that it would not pay any of the requested selling price. (Id. at 11).

As a result of all these events, Hopkins was “forced” to sell its franchise to Rahal on October 7, 2010 — one day before GMAC’s foreclosure deadline — at a substantially reduced price. (Id.).

On August 6, 2014, Hopkins filed suit in this court on the basis of both federal question and diversity jurisdiction. It alleged against both General Motors and GMAC claims for breach of contract (Claims 1 and 2); breach of good, faith and fair dealings (Claims 3 and 4); breach of the Florida Motor Vehicle Dealer Act, Fla. Stat. § 320.64 (Claims 5-9); violation of the Federal Automobile Dealer’s Day in Court Act, 15 U.S.C. § 1221 (Claim 10); violation of the Sherman Antitrust Act, 15 U.S.C. § 1 (Claim 11); and for Attorney’s Fees under Fla. Stat.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
60 F. Supp. 3d 1252, 2014 U.S. Dist. LEXIS 163334, 2014 WL 6601150, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hopkins-pontiac-gmc-inc-v-ally-financial-inc-flnd-2014.