Strike Four, LLC v. Nissan North America, Inc.
164 N.H. 729
| N.H. | 2013Background
- Nissan North America, Inc. (Nissan) appeals a superior court decision vacating a Board ruling and invalidating a provision in a settlement with Strike Four, LLC (Dealer) under RSA chapter 357-C.
- The 2007 Agreement settled a 2005 protest by the Dealer against Nissan’s termination notice, including a new two-year term and MSP requirements with relocation, exclusivity, and divestiture obligations.
- Amendments extended deadlines to 2011, and Nissan notified the Dealer it would be unlikely to meet MSP; the Dealer protested in 2010, challenging MSP and the divestiture provisions.
- The Board dismissed the 2010 protest and sustained Nissan’s counter-protest, finding the Agreement entered in good faith and not violating RSA 357-C:6, but did not award damages for the Dealer’s underperformance.
- The superior court then voided the franchise-ending provisions as inconsistent with RSA 357-C:7 and denied Nissan’s request for specific performance and attorneys’ fees; Nissan appeals.
- The case ultimately asks whether settlement terms can be enforced when they conflict with the dealer protections of RSA 357-C:7 and whether remedies like specific performance and fees should be granted.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether RSA 357-C applies to settlement agreements | Nissan argues 357-C does not preclude enforcement of the Agreement as written | Dealer contends 357-C protects procedural rights in all agreements, including settlements | 357-C applies to all dealer-manufacturer agreements, including settlements |
| Whether the waiver provision in the Agreement defeats 357-C protections | Nissan asserts waiver invalidates 357-C protections due to reliance on the Dealer’s promise | Dealer maintains waiver cannot overcome mandatory pre-discontinuance protections | Waivers cannot override mandatory discontinuance procedures; certain provisions void |
| Whether the Agreement’s structure improperly severed the relationship outside 357-C:7 | Nissan claims mutual agreement to discontinue complies with 357-C:7 | Dealer argues provisions are consistent with a mutual sale of assets | Discontinuance by sale/forfeiture is void absent statutory compliance; 357-C:7 applies |
| Whether Nissan is entitled to attorney’s fees or specific performance | Nissan seeks fees and, if necessary, specific performance | Dealer argues Board found no basis for fees; specific performance inappropriate given voided provisions | Remand on bad-faith assessment; fee award contingent on Board finding bad faith; specific performance denied as to unenforceable terms |
Key Cases Cited
- Fog Motorsports v. Arctic Cat Sales, 159 N.H. 266 (N.H. 2009) (statutory interpretation and standard of review)
- Roberts v. General Motors Corp., 138 N.H. 532 (N.H. 1994) (statutory purpose to protect dealers)
- Poland v. Twomey, 156 N.H. 412 (N.H. 2007) (settlement enforcement and policy considerations)
- Estate of Day v. Hanover Ins. Co., 162 N.H. 415 (N.H. 2011) (settlement enforcement and public policy)
- Hogan Family Enters. v. Town of Rye, 157 N.H. 453 (N.H. 2008) (settlement enforcement in public policy context)
- Wilson, Appeal of Wilson, 161 N.H. 659 (N.H. 2011) (statutory interpretation and waiver concepts)