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Bowser Cadillac, LLC v. General Motors Corp.

January 18, 2008


The opinion of the court was delivered by: Nora Barry Fischer United States District Judge

Judge Nora Barry Fischer


I. Nature of the Lawsuit

Plaintiff Bowser Cadillac, LLC ("Bowser") filed its complaint with this Court on August 21, 2007 against defendants General Motors Corporation ("GM") and Saab Cars USA ("Saab") (collectively, "Defendants") alleging violations of the Pennsylvania Board of Vehicles Act*fn1 , 63 P.S. § 818.2 et seq. (the "Act") (Counts I-III), tortious interference with a contractual relationship and tortious interference with prospective economic advantage (Counts IV and V). (Docket No. No. 1). Defendants filed a Motion to Dismiss with this Court on September 18, 2007 (Docket No. 4) and Brief in Support thereof (Docket No. 5). Plaintiff filed a brief in opposition on October 5, 2007. (Docket No. 13). Defendants then filed a Reply Brief in Support on November 1, 2007. (Docket No. 18). Thereafter, the parties requested that the Court hold in abeyance its ruling pending mediation. Since the Court has received a report that settlement did not occur, this matter is ripe for disposition.

This action arises out of Bowser's attempt to purchase substantially all of the assets of the former P & W Saab franchise located on Baum Boulevard in Pittsburgh, Pennsylvania ("P & W"). (Docket No. 1 at ¶¶ 7-10). On or about July 10, 2006, Bowser and P & W entered into an Asset Purchase Agreement pursuant to which Bowser agreed to purchase substantially all of the assets, properties and rights of P & W's Saab dealership, and upon closing, acquire and operate the Saab franchise. Id. at ¶ 11. Closing on the Asset Purchase Agreement was conditioned on the approval of Saab and/or GM, pursuant to the terms of P & W's franchise agreement. Id. at ¶ 14. On Tuesday, August 2, 2006, Bowser electronically submitted a completed application to GM seeking approval of the Asset Purchase Agreement. Id. at ¶ 18. On Thursday, August 3, 2006, GM responded to the same, requesting additional information related to revised sales forecasts. Id. at ¶ 19. Bowser electronically submitted the completed application, including the revised sales forecasts on Friday, August 4, 2006. Id. at ¶ 20. GM did not request additional information from Bowser after August 4, 2006. Id. at ¶ 21.

In a letter dated October 5, 2006, GM notified Bowser that GM would not approve the proposed sale between Bowser and P & W and that GM intended to exercise its right of first refusal pursuant to the agreement between Bowser and GM. Id. at ¶ 23. Bowser received GM's letter on October 6, 2006. Subsequently, GM advised Bowser that GM would close the P & W dealership. Id. at ¶ 26. GM's failure to approve the proposed sale of P & W to Bowser resulted in direct and consequential damages to Bowser in excess of $75,000. Id. at ¶ 27. In a letter dated October 25, 2006, pursuant to the Act, Bowser demanded mediation of this dispute. However, mediation was not conducted prior to filing of the complaint. Id. at ¶ 28.

II. Standard of Review

Under Bell Atlantic v. Twombly,---U.S.---, 127 S.Ct. 1955, 167 L.ED.2d 929, a complaint must be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6) if the Plaintiff fails to allege "enough facts to state a claim to relief that is plausible on its face." Id. "In determining the sufficiency of the complaint the court must accept all of plaintiffs' well-pled material allegations as true and draw all reasonable inferences therefrom in favor of plaintiffs." McCliment v. Easton Area School Dist., Civil Action No. 07-0472, 2007 WL 2319768, at *1 (E.D. Pa. Aug. 10, 2007) (citing Graves v. Lowery, 117 F.3d 723, 726 (3d Cir. 1997)); see also Evancho v. Fisher, 423 F.3d 347, 350 (3d Cir. 2005); In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1420 (3d Cir. 1997); Rocks v. City of Philadelphia, 868 F.2d 644, 645 (3d Cir. 1989). "The issue is not whether a [Plaintiff] will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims." In re Burlington Coat Factory Sec. Litig., 114 F.3d at 1420 (quoting Scheuer v. Rhodes, 416 U.S. 232, 236, (1974)). Under this standard, a complaint will be deemed to have alleged sufficient facts if it adequately puts the plaintiff on notice of the essential elements of defendant's claims. Nami v. Fauver, 82 F.3d 63, 65 (3d Cir. 1996). However, a court will not accept bald assertions, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegations. See In re Rockefeller Ctr. Props., Inc. Sec. Litig., 311 F.3d 198, 215 (3d Cir.2002); Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 n. 8 (3d Cir.1997). Nor must the court accept legal conclusions set forth as factual allegations. Bell Atlantic Corp., 127 S.Ct. at 1965 (citing Papasan v. Allain, 478 U.S. 265, 286 (1986)). "Factual allegations must be enough to raise a right to relief above the speculative level." Id.. Overall, "courts have an obligation ... to view the complaint as a whole and to base rulings not upon the presence of mere words, but rather, upon the presence of a factual situation which is or is not justiciable. We do draw on the allegations of the complaint, but in a realistic, rather than a slavish, manner." Doug Grant, Inc. v. Great Bay Casino Corp., 232 F.3d 173, 184 (3d Cir. 2000) (quoting City of Pittsburgh v. West Penn Power Co., 147 F.3d 256, 263 (3d Cir. 1998)).

While a court's review of a motion to dismiss is ordinarily limited to the contents of the complaint, including any attached exhibits, a court may consider some evidence beyond a complaint on a motion to dismiss "including public records ..., documents essential to plaintiff's claim which are attached to defendant's motion, and items appearing in the record of the case." Core Const. & Remediation, Inc. v. Village of Spring Valley, NY, No. Civ.A. 06-CV-1346, 2007 WL 2844870, at *2 (E.D. Pa. Sept. 27, 2007) (citing Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1380 n.1 and n.2 (3d Cir. 1995)) (internal citation omitted). Finally, the defendant bears the burden to demonstrate that the complaint fails to state a claim. Gould Electronics, Inc. v. U.S., 220 F.3d 169, 178 (3d Cir. 2000).

Moreover, when analyzing a Pennsylvania statute, this Court is guided by the Statutory Construction Act. 1 Pa. C.S.A. § 1501 et seq. The Statutory Construction Act requires a court to construe the words of a statute according to their plain meaning 1 Pa. C.S.A. §§ 1921(b), 1903(a). Further, matters of statutory construction are for the court's determination, giving appropriate weight to the judgment of those administering a questioned statute. Meier v. Maleski, 670 A.2d 755 (Pa. Commonwealth 1996).

III. Analysis

A. Counts I and III

Bowser alleges that Defendants violated Sections 12(b)(5) and 12(b)(3) of the Act. Section 12(b)(5) of the Act provides that it is unlawful for a manufacturer and/or distributor to fail to respond in writing to any request for consent to the sale of a franchise within sixty (60) days of receipt of a written request, on the forms, if any, generally utilized by the manufacturer or distributor for such purposes and containing the information required. 63 P.S. § 818.12(b)(5). Section 12(b)(5) also provides that the 60 day time period may be extended by no more than an additional 15 days if supplemental information is requested in a timely manner. Id. Further, Section 12(b)(5) states that the 60 day time period shall run from the date of receipt of any supplemental request information. Id.*fn2

In Count I of the Complaint, Bowser alleges that Defendants violated Section 12(b)(5) of the Act by failing to respond to respond to the proposed Asset Purchase Agreement by and between Bowser and P & W within 60 days, either by rejecting the proposed Asset Purchase Agreement or by exercising a right of first refusal. (Docket No. 1 at ΒΆ 36). In support, Bowser alleges that Defendants failed to respond to Bowser's August 4, 2006 completed application with ...

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