Sun Aviation, Inc. v. L-3 Communications Avionics Systems, Inc.

533 S.W.3d 720
CourtSupreme Court of Missouri
DecidedOctober 31, 2017
DocketNo. SC 96280
StatusPublished
Cited by30 cases

This text of 533 S.W.3d 720 (Sun Aviation, Inc. v. L-3 Communications Avionics Systems, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sun Aviation, Inc. v. L-3 Communications Avionics Systems, Inc., 533 S.W.3d 720 (Mo. 2017).

Opinion

Zel M. Fischer, Chief Justice

L-3 Communications Avionics Systems, Inc. (“L-3”) appeals the circuit court’s judgment in favor of Sun Aviation, Inc. (“Sun”) for violations of various provisions of the Merchandising Practices Act, sections 407.010 et seq.1 The circuit court’s judgment is reversed in part, and the case is remanded for a new trial on damages. In all other respects, the judgment is affirmed.

Factual and Procedural History

L-3 is a manufacturer of aircraft instruments. It transacted with Sun to act as a distributor of L-3’s products: gyros"2 and power supplies.3 When L-3’s parent company underwent a consolidation .process, the parent decided to terminate L-3’s distributorship with Sun, and directed L-3 to do so. Sun filed an action against L-3 raising the following claims: Count I, violation of § 407.405 (the “Franchise Act”) by failing to provide timely, written notice of termination; Count II, violation of § 407.753 (the “Industrial Maintenance and Construction Power Equipment Act” or “IMCPE Act”) by terminating the parties’ business relationship without good cause; Count III, violation of § 407.860 (the “Inventory Repurchase Act”) by refusing to,repurchase inventory; and Count IV, fraudulent concealment of its parent’s consolidation plans, which eventually led to the termination of the parties’ business relationship.

The circuit court granted Sun’s motion for partial summary judgment as to liability but not damages on Counts I, II, and III. The circuit court ordered the case to proceed to trial on damages on those counts as well as liability and damages on Count IV. Following a bench trial,' the ' circuit court entered judgment in favor of Sun on Count IV. The circuit court awarded Sun damages on all counts. L-3 appealed, and after opinion by the court of appeals, this Court sustained transfer pursuant to article V, section 10 of the Missouri Constitution.

I.

L-3 argues the circuit' court erred .in granting partial summary judgment in favor of Sun on Counts II and III because L-3’s products are not “industrial, maintenance and construction power equipment used for industrial, maintenance and construction applications” pursuant to the IMCPE Act, section 407.753, and the Inventory Repurchase Act, section 407.860. “Whether to grant summary judgment is an issue of law . that this Court determines de novo,” Swadley v. Shelter Mut. Ins. Co., 513 S.W.3d 355, 357 (Mo. banc 2017). “Statutory interpretation is an issue of law that this Court reviews de novo.” Newsome v. Kansas City, Mo. Sch. Dist., 520 S.W.3d 769, 780 (Mo. banc 2017).

The IMCPE Act, section 407.753.1, provides:

Any mánufacturer, wholesaler or distributor of industrial, maintenance and construction power equipment used for , industrial, maintenance and construction applications and repair parts therefor, who enters into a written or parol contract with any person, firm, or corporation engaged in the business of selling and repairing industrial, maintenance and construction power equipment used for industrial, maintenance and construction applications and repair parts therefor, whereby such retailer agrees to maintain a stock of parts or complete or whole machines or attachments, shall not terminate, cancel, or fail to renew any such contract without good cause.

(Emphasis added). The Inventory Repurchase Act, section 407.860.1, provides that a “wholesaler, manufacturer or distributor shall repurchase that inventory previously purchased from him and held by the retailer at the date of termination of the contract.” A “retailer” is defined as “any person, firm or corporation engaged in the business of selling, repairing and retailing ... [¡Industrial, maintenance and construction power equipment^]” Section 4Q7.850(5)(b) (emphasis added).

The issue is whether the General Assembly intended for gyros and power supplies to be covered under the phrase “industrial, maintenance and construction power equipment.” “This Court’s primary rule of statutory interpretation is to give effect to legislative intent as reflected in the plain language of the statute at issue.” Parktown Imps. v. Audi of Am., 278 S.W.3d 670, 672 (Mo. banc 2009), However, when the General Assembly has not defined the phrase “industrial, maintenance and' construction power equipment,” “undefined words are given their plain and ordinary meaning as found in the dictionary to ascertain the intent of lawmakers.” Howard v. City of Kansas City, 332 S.W.3d 772, 780 (Mo. banc 2011). In addition to seeking guidance from the dictionary, “when a statute in question fails to provide a statutory definition, ... case law interpreting the term in the context of the statute” should be considered. State ex rel. Proctor v. Messina, 320 S.W.3d 145, 155 (Mo. banc 2010).

The circuit court concluded the gyros and power supplies were covered under the IMCPE Act, section 407.753, and the Inventory Repurchase Act, section 407.860. It reasoned:

The word “power” means “a source or means of supplying energy.” Webster’s Ninth New Collegiate Dictionary (1989) at 922. The word “equipment” means “the set of articles or physical resources serving to equip a person or thing: as the implements used in an operation or activity.” Webster’s at 421. The Court finds the ordinary meaning of the term “power equipment” is any article or implement that is a source of energy, supplies energy, or uses energy in an operation or activity. Applying this meaning to the issue at hand, the Court finds that L-3’s power supplies and gyros are “power equipment” as the term is used in Section 407.753. This is true if these products are described as batteries, generators, emergency power sources, standalone electric using equipment, or other descriptive names. Accordingly, re-pah- parts for these products fall under the guise of Section 407.753. Additionally, the Court finds it is not disputed these products are used in the avionics industry.

Using this same reasoning, the circuit court found Sun was a “retailer” as defined in § 407.850(5)(b). The circuit court, however, erred in granting partial summary judgment in favor of Sun on Counts II and III.

The phrase “power equipment” cannot be read in isolation; the entire phrase “industrial, maintenance and construction power equipment” must be considered. “When determining the legislative intent of a statute, no portion of the statute is read in isolation, but rather the portions are read in context to harmonize all of the statute’s provisions.” BASF Corp. v. Dir. of Revenue, 392 S.W.3d 438, 444 (Mo. banc 2012) (per curiam). “When interpreting a statute, this Court must give meaning to every word or phrase of the legislative enactment.” State ex rel. Jackson v. Dolan, 398 S.W.3d 472, 479 (Mo. banc 2013). It is not sufficient to determine only whether the gyros and power supplies are “power equipment.” The phrase “power equipment” is categorized by the preceding phrase “industrial, maintenance and construction[.]” Columbia Athletic Club v. Dir. of Revenue,

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533 S.W.3d 720, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sun-aviation-inc-v-l-3-communications-avionics-systems-inc-mo-2017.