Giuffre Hyundai, Ltd. v. Hyundai Motor America
756 F.3d 204
| 2d Cir. | 2014Background
- Giuffre Hyundai, Ltd. was an authorized Hyundai dealer under a DSSA with Hyundai Motor America (HMA).
- HMA terminated Giuffre’s DSSA after a New York state court found Giuffre engaged in fraudulent, illegal, and deceptive practices.
- Giuffre sued in district court seeking to enjoin termination and invoked N.Y. Veh. & Traf. Law § 463 to demand notice and a cure.
- The district court granted summary judgment for HMA, holding the breach was incurable and termination proper.
- The New York state court judgment found Giuffre’s and related dealerships’ conduct to be fraudulent, deceptive, and unethical, and the judgment was not appealed.
- HMA provided Giuffre with a ninety-day notice of termination before termination under § 463; the question was whether § 463 overrides common-law incurable-breach doctrine.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether §463 abrogates common-law cure for incurable breaches | Giuffre argues §463 creates an absolute cure right | HMA argues §463 does not abrogate common law | No abrogation; cure not required for incurable breaches |
| Whether Giuffre's breach was incurable and caused termination | Giuffre argues breach was curable | HMA argues breach was incurable and due cause to terminate | Breach deemed incurable; termination proper due to state-court adjudication and DSSA terms |
| Whether the district court properly granted summary judgment | Giuffre contests the merits of the court’s decision | HMA contends no genuine fact issue and proper application of law | Yes; judgment for HMA affirmed |
Key Cases Cited
- In re Best Film & Video Corp., 46 B.R. 861 (Bankr. E.D.N.Y. 1985) (cure of breach may be unnecessary in some contexts)
- Wolff & Munier, Inc. v. Whiting-Turner Contracting Co., 946 F.2d 1003 (2d Cir. 1991) (cure not required where it would be a useless gesture)
- Needham v. Candie's, Inc., No. 01 Civ. 7184 (LTS)(FM), 2002 WL 1896892 (S.D.N.Y. 2002) (supporting incurable breach doctrine (district court))
- Delvecchio v. Bayside Chrysler Plymouth Jeep Eagle, Inc., 271 A.D.2d 636, 706 N.Y.S.2d 724 (2d Dep’t 2000) (misfeasance not curable; cure provisions not applicable)
- Long v. State, 7 N.Y.3d 269, 852 N.E.2d 1150 (N.Y. 2006) (statutory construction; reasonable construction of statutes)