Kia Motors America, Inc. v. Glassman Oldsmobile Saab Hyundai, Inc.
2013 U.S. App. LEXIS 2615
| 6th Cir. | 2013Background
- Kia and Glassman entered a 1998 Dealer Sales and Service Agreement in Michigan for nonexclusive Kia rights.
- The Motor Dealers Act restricts new dealer placement and requires notice to existing dealers before establishing or relocating within a relevant market area.
- The Act was amended in 2010 to extend the required notice distance from 6 to 9 miles.
- Glassman argued the 2010 Amendment is incorporated by “as permitted by applicable law,” affecting Kia’s ability to place a new dealer.
- Kia intended to establish a new dealer about 7 miles from Glassman, triggering notice under the 2010 Amendment, but the district court held the amendment was not retroactive to pre‑1998 contracts.
- The district court dismissed and held the 2010 Amendment did not retroactively change Kia’s contractual rights under the Agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the 2010 Amendment apply retroactively to the preexisting contract? | Glassman says retroactive; amendment creates new rights. | Kia says no retroactive effect; contract unchanged. | Amendment not retroactive; prospective only. |
| Did the Agreement incorporate the 2010 Amendment by reference to ‘as permitted by applicable law’? | Glassman asserts future law changes bound by contract. | Kia argues no clear intent to track future changes. | Agreement did not incorporate 2010 Amendment. |
| If retroactivity applies, would Contracts Clause issues arise for Kia? | Glassman: retroactive enforcement affects rights. | Kia: retroactivity may violate Contracts Clause; avoid. | Not reached; amendment not retroactive. |
Key Cases Cited
- Dale Baker Oldsmobile, Inc. v. Fiat Motors of North America, Inc., 794 F.2d 213 (6th Cir. 1986) (retroactivity of dealer‑related statutes; substantive vs. remedial rights)
- Frank W. Lynch & Co. v. Flex Technologies, Inc., 624 N.W.2d 180 (Mich. 2001) (presumption against retroactivity; legislative intent required)
- Landgraf v. USI Film Prod., 511 U.S. 244 (U.S. 1994) (presumption against retroactivity; explicit intent required for retroactivity)
- Hansen-Snyder Co. v. Gen. Motors Corp., 124 N.W.2d 286 (Mich. 1963) (remedial vs. procedural amendment; retroactivity analysis (Mich. context))
- Byjelich v. John Hancock Mut. Life Ins. Co., 36 N.W.2d 212 (Mich. 1949) (contract rights vesting and retroactivity considerations)