Wmw, Inc. v. American Honda Motor Co., Inc.

714 S.E.2d 689, 311 Ga. App. 1, 2011 Fulton County D. Rep. 2508, 2011 Ga. App. LEXIS 686
CourtCourt of Appeals of Georgia
DecidedJuly 14, 2011
DocketA11A0251
StatusPublished
Cited by6 cases

This text of 714 S.E.2d 689 (Wmw, Inc. v. American Honda Motor Co., Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wmw, Inc. v. American Honda Motor Co., Inc., 714 S.E.2d 689, 311 Ga. App. 1, 2011 Fulton County D. Rep. 2508, 2011 Ga. App. LEXIS 686 (Ga. Ct. App. 2011).

Opinions

SMITH, Presiding Judge.

In this case, we interpret for the first time OCGA § 10-1-664, the anti-encroachment provision of the Georgia Motor Vehicle Franchise Practices Act (“the Act”), OCGA § 10-1-620 et seq. The sole issue on appeal is whether WMW, Inc. d/b/a Honda Garland (“WMW”) has standing under the Act to petition to prohibit or enjoin the establishment of a new dealership. The trial court concluded that WMW does not have standing and granted American Honda Motor Company, Inc.’s (“Honda”) motion to dismiss WMW’s complaint. We agree that WMW does not have standing to challenge the establishment of the new dealership and therefore affirm.

We review the trial court’s grant of a motion to dismiss for failure to state a claim de novo, and will not affirm unless

(1) the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof; and (2) the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought. In deciding a motion to dismiss, all pleadings are to be construed most favorably to the party who filed them, and all doubts regarding such pleadings must be resolved in the filing party’s favor.

[2]*2(Citation, punctuation and footnote omitted.) Professional Energy Mgmt. v. Necaise, 300 Ga. App. 223, 224 (1) (684 SE2d 374) (2009). See OCGA § 9-11-12 (b) (6). See also Hendry v. Wells, 286 Ga. App. 774, 781 (2) (650 SE2d 338) (2007) (motion to dismiss for lack of standing requires determination of whether allegations of complaint disclose with certainty that plaintiff would not be entitled to relief under any state of provable facts).

The relevant facts here are undisputed. WMW is a Georgia corporation which has operated Honda Carland, a Honda sales and service dealership, since 1976 under a franchise agreement with Honda. That dealership is also WMW’s principal place of business and is located in Roswell, Georgia. WMW also operates a separate service center in Alpharetta, Georgia. In January 2010, Honda notified WMW that it planned to enter into an agreement authorizing a new Honda sales and service dealership to be located in Cumming, Georgia. WMW objected to the establishment of a new dealership within the “relevant market area” of its separate service facility located in Alpharetta on the ground that it would be in violation of the Act, more particularly, OCGA § 10-1-664.

WMW subsequently filed a complaint against Honda and Honda’s proposed new franchisee, Sobh Automotive of Cumming, Inc. (“Sobh”), seeking to enjoin the establishment of the new Sobh Honda dealership. Following a hearing, the trial court concluded that “WMW lacks standing to challenge the establishment of a new dealership” and dismissed WMW’s complaint with prejudice as to both Honda and Sobh. It is from this order that WMW appeals.

The relevant portions of the Act requiring interpretation here are OCGA §§ 10-1-622 and 10-1-664. In reviewing them, we apply these basic principles:

In interpreting statutes, we are mindful of the “golden rule” of statutory construction, which requires that we follow the literal language of the statute unless doing so produces contradiction, absurdity or such an inconvenience as to insure that the legislature meant something else. It is also a fundamental rule of statutory construction that where the language of a statute is plain and unambiguous, the terms used therein should be given their common and ordinary meaning.

(Citations, punctuation and footnotes omitted.) Pipe Solutions v. Inglis, 291 Ga. App. 328, 330-331 (2) (661 SE2d 683) (2008).

[3]*3OCGA § 10-1-664 (a) provides:

Any franchisor which intends to establish a new dealership or to relocate a current dealership for a particular line-make motor vehicle within the relevant market area of an existing dealership of the same line-make motor vehicle shall give written notice of such intent by certified mail or statutory overnight delivery to such existing dealership. . . .

Paragraph (b) provides in part:

Any existing dealership in whose relevant market area a franchisor intends to establish a new dealership or to relocate a current dealership may within 60 days of the receipt of the notice petition a superior court to enjoin or prohibit the establishment of the new or relocated dealership within the relevant market area of the existing dealership. . . .

(Emphasis supplied.) “Relevant market area” is defined as “the area located within an eight-mile radius of an existing dealership.” (Emphasis supplied.) OCGA § 10-1-622 (13.1). “Dealership” is defined as “dealer, if the dealer is a corporation. ...” OCGA § 10-1-622 (2) (A). And “dealer”

means any person engaged in the business of selling, offering to sell, soliciting, or advertising the sale of new motor vehicles and who is licensed or otherwise authorized to utilize trademarks or service marks associated with one or more makes of motor vehicles in connection with such sales. The term “dealer” shall also include any person who engages exclusively in the repair of motor vehicles, except motor homes, if such repairs are performed pursuant to the terms of a franchise or other agreement with a franchisor or such repairs are performed as part of a manufacturer’s or franchisor’s warranty. . . .

(Emphasis supplied.) OCGA § 10-1-622 (1).

1. WMW argues that because its Alpharetta service center is a “dealership” under the Act and is located within eight miles of the proposed new dealership, it has standing to object to the proposed new dealership.1 WMW contends that “[a] corporation is the ‘dealer’ [4]*4wherever it carries out the functions that define a dealer, and therefore protected at all locations the dealer sells or services franchisor’s vehicles. The Service Center does not have to be a separate person or corporation from WMW to fit that definition.”

The threshold question to determine whether WMW has standing is to ascertain if under OCGA § 10-1-664

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Wmw, Inc. v. American Honda Motor Co., Inc.
714 S.E.2d 689 (Court of Appeals of Georgia, 2011)

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Bluebook (online)
714 S.E.2d 689, 311 Ga. App. 1, 2011 Fulton County D. Rep. 2508, 2011 Ga. App. LEXIS 686, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wmw-inc-v-american-honda-motor-co-inc-gactapp-2011.