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General Motors Corp. v. Sable Motor Co.

May 19, 2009

GENERAL MOTORS CORP., PLAINTIFF,
v.
SABLE MOTOR CO., INC., ET AL. DEFENDANTS.



The opinion of the court was delivered by: Judge John E. Jones III

MEMORANDUM

THE BACKGROUND OF THIS ORDER IS AS FOLLOWS:

Pending before this Court is the Plaintiff General Motors Corporation's ("GM") Motion for Summary Judgment on Defendants' counterclaim. (Rec. Doc. 50). For the reasons stated below, we will grant the Motion in its entirety.

PROCEDURAL HISTORY

On August 14, 2007, GM initiated this action by filing a Complaint. (See Rec. Doc. 1). The Complaint contains only one (1) count, which seeks "specific performance and enforcement" of an allegedly breached contract. (Id. at 6). On September 4, 2007, all Defendants*fn1 filed their initial Motion to Dismiss (Rec. Doc. 9), and on September 10, 2007, they filed a second Motion to Dismiss (Rec. Doc. 11). On January 31, 2008, we issued a Memorandum and Order denying the aforesaid Motions. (See Rec. Doc. 26).

As a result of our January 31, 2008 Memorandum and Order, on February 20, 2008 Defendants filed their Answer. (See Rec. Doc. 27). Notably, the Answer contains a section marked "Counterclaim," which enumerates four (4) Counts: Count 1 alleges breach of contract; Count 2 alleges bad faith; Count 3 alleges "promissory estoppel/detrimental reliance;" and Count 4 alleges "intentional and/or negligent misrepresentation." (Id. at 5, 12, 13) (emphasis omitted).

On March 11, 2008, Plaintiff filed a self-styled "Motion for Summary Judgment or to Dismiss Defendants' Counterclaim" (Rec. Doc. 28). In our Memorandum and Order of June 18, 2008, we granted that motion as it related to Count II of the counterclaim and denied it in all other respects. (Rec. Doc. 40). On December 30, 2008, Plaintiffs filed a second "Motion for Summary Judgment to Dismiss Defendants' Counterclaim" (Rec. Doc. 50) (the "Motion") as well as a Motion to Voluntarily Dismiss the Complaint pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(I) (Rec. Doc. 52).

On April 16, 2009, the parties entered into a stipulation wherein they agreed to the dismissal of the Complaint pursuant to Rule 41(a)(1)(A)(I), the granting of the Motion as it relates to the Sables and SMC, and the subsequent dismissal of the counterclaims asserted by the Sables and SMC against GM. (Rec. Doc. 70). That document effectively terminated the Sables and SMC as parties to this action, meaning that the only remaining claims to be litigated are the counterclaims of HERC and Horbal as asserted against GM. Accordingly, those counterclaims are the only claims to which the instant Motion has relevance.*fn2 Having been fully briefed, the instant Motion is ripe for disposition.

STANDARD OF REVIEW

Summary judgment is appropriate if the record establishes "that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). Initially, the moving party bears the burden of demonstrating the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The movant meets this burden by pointing to an absence of evidence supporting an essential element as to which the non-moving party will bear the burden of proof at trial. Id. at 325. Once the moving party meets its burden, the burden then shifts to the non-moving party to show that there is a genuine issue for trial. Fed. R. Civ. P. 56(e)(2). An issue is "genuine" only if there is a sufficient evidentiary basis for a reasonable jury to find for the non-moving party, and a factual dispute is "material" only if it might affect the outcome of the action under the governing law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248-49 (1986).

In opposing summary judgment, the non-moving party "may not rely merely on allegations of denials in its own pleadings; rather, its response must ... set out specific facts showing a genuine issue for trial." Fed. R. Civ. P. 56(e)(2). The non-moving party "cannot rely on unsupported allegations, but must go beyond pleadings and provide some evidence that would show that there exists a genuine issue for trial." Jones v. United Parcel Serv., 214 F.3d 402, 407 (3d Cir. 2000). Arguments made in briefs "are not evidence and cannot by themselves create a factual dispute sufficient to defeat a summary judgment motion." Jersey Cent. Power & Light Co. v. Twp. of Lacey, 772 F.2d 1103, 1109-10 (3d Cir. 1985). However, the facts and all reasonable inferences drawn therefrom must be viewed in the light most favorable to the non- moving party. P.N. v. Clementon Bd. of Educ., 442 F.3d 848, 852 (3d Cir. 2006).

Summary judgment should not be granted when there is a disagreement about the facts or the proper inferences that a fact finder could draw from them. Peterson v. Lehigh Valley Dist. Council, 676 F.2d 81, 84 (3d Cir. 1982). Still, "the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; there must be a genuine issue of material fact to preclude summary judgment." Anderson, 477 U.S. at 247-48.

FACTUAL BACKGROUND

At all relevant times, the Sables, through SMC, owned and operated a Chevrolet dealership in Pittsburgh, Pennsylvania pursuant to the terms of a Dealer Sales and Service Agreement (the "Sales Agreement") they had signed with GM. (See Rec. Doc. 59 Ex. A). The Sales Agreement required, inter alia, approval by GM in order to effect ownership change in the Chevrolet dealership. (See id.). The Sables entered into an Asset Purchase Agreement (the "Asset Agreement" or "initial application") to transfer to HERC*fn3 all the assets of SMC.*fn4 The Asset Agreement made the proposed transfer contingent upon GM's approval, as was required by the Sales ...


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