Autofair 1477, L.P. v. American Honda Motor Company, Inc.
166 N.H. 599
| N.H. | 2014Background
- Autofair Honda (dealer) and American Honda Motor Co. (manufacturer) were governed by a dealer agreement and RSA chapter 357-C (Dealership Act); AHM reimburses dealers for warranty work but may charge back amounts after audits.
- AHM performed a warranty audit and proposed $45,733.02 in chargebacks (later reduced) and a potential escrow reversal; AHM never debited Autofair’s account or placed funds in escrow.
- Autofair protested to the Motor Vehicle Industry Board seeking reversal of the proposed chargebacks; after negotiations the dispute narrowed to $29,729.92 and Autofair withdrew its escrow request.
- The Board held a hearing and ruled AHM was entitled to only $1,032.13 in chargebacks and not the remaining $28,697.79; the Board declined to find a statutory violation because AHM had paid the claims and not held funds in escrow.
- Autofair petitioned the superior court for attorney’s fees under RSA 357-C:12, X (fees available where the Board finds a violation of the Act). The trial court granted summary judgment for AHM and denied Autofair’s petition; Autofair appealed.
- During the appeal the legislature amended the Dealership Act to define “chargeback” to include both withdrawing funds and an announced intention to withdraw funds. The Court considered whether that amendment applies retroactively.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2013 statutory amendment defining “chargeback” applies retroactively | Amendment is remedial (clarifying) and should apply to pending cases | Amendment is substantive because it expands prohibited conduct and should apply only prospectively | Amendment is substantive, creates a new disability by prohibiting previously-allowed conduct, and is not applied retroactively |
| Whether proposed chargebacks (without actual debits) violate RSA 357-C:5, II(b)(1) (pre-Amendment) | Board’s denial of most chargebacks amounted to an implicit finding AHM violated the statute, entitling Autofair to fees | Pre-Amendment statute prohibits only actual chargebacks (debits); proposed chargebacks do not violate the statute | Pre-Amendment RSA 357-C:5, II(b)(1) prohibits only actual chargebacks; proposed chargebacks do not constitute a violation |
| Whether the Board’s order constituted a finding of a statutory violation entitling Autofair to fees under RSA 357-C:12, X | The Board’s rulings that AHM was not entitled to most chargebacks implicitly found a statutory violation | The Board expressly declined to find a statutory violation and treated proposed chargebacks as distinct from chargebacks | The Board did not expressly or implicitly find a statutory violation; Autofair is not entitled to fees under RSA 357-C:12, X |
| Whether the trial court misapplied legislative history or statutory purpose to deny fees | The statutory purpose and legislative history show fees should apply to proposed chargebacks | The statute’s plain language is clear; legislative history is unnecessary when text is unambiguous | Court need not consult legislative history because statute is clear; trial court correctly granted judgment for AHM |
Key Cases Cited
- Appeal of Silk, 156 N.H. 539 (statutes presumptively prospective; remedial/procedural statutes may apply to pending cases)
- State Employees’ Assoc. of N.H. v. State of N.H., 161 N.H. 730 (statutory interpretation principles; give words plain meaning and view statute as whole)
- Lessard v. City of Manchester Fire Dep’t, 118 N.H. 43 (amendments should not create new duties or disabilities retroactively)
- Martin v. Pat’s Peak, 158 N.H. 735 (legislative clarification may nonetheless be applied prospectively if original statute’s intent was unclear)
- In re Guardianship of Eaton, 163 N.H. 386 (do not consult legislative history when statute is clear on its face)