TS & A Motors, LLC d/b/a Kia of Somersworth v. Kia Motors America, Inc., 208 A.3d 429

Background

Kia and TS & A Motors (Kia of Somersworth) entered a Dealer Sales and Service Agreement in 2007 requiring specified parts and service personnel and training.
Between 2011 and 2014 Kia repeatedly notified Somersworth of staffing and training deficiencies, noting high turnover and failures to meet technician-training and minimum-staff requirements.
Kia issued a formal cure letter on November 6, 2014 (60-day cure period) after finding Somersworth lacked required positions (service manager, service advisor, parts counter).
Somersworth failed to cure; Kia sent a termination notice in February 2015 effective 90 days after receipt.
Somersworth protested to the Motor Vehicle Industry Board, arguing Kia first learned of the breach more than 180 days before termination (invoking RSA 357-C:7 II[a]); the Board denied relief, finding ongoing, repeated breaches and that Kia had worked to cure.
The superior court affirmed; the Supreme Court of New Hampshire affirmed, holding the 180-day look-back applies to the specific failure on which termination is based and repeated breaches within and outside the period may each constitute new bases for termination.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the 180-day look-back in RSA 357-C:7 II(a) bars termination when manufacturer learned of breaches more than 180 days earlier	Somersworth: statute begins when manufacturer “first acquired” knowledge, so Kia’s earlier knowledge (2011–2012) precludes termination in 2015	Kia: the 180-day limit applies to the particular failure that triggers termination; repeated or continuing breaches during the look-back period constitute a new failure	Held: 180-day requirement applies to the specific failure prompting termination; each day of ongoing noncompliance can be a new failure and termination was timely
Whether repeated breaches outside and inside the look-back period prevent reliance on a later breach as grounds for termination	Somersworth: prior breaches mean Kia’s later notice is untimely	Kia: repeated, evolving breaches (and failed cure efforts) justify treating the later breach as the operative failure	Held: repeated/evolving breaches may be treated as separate failures; statute aims to avoid forcing manufacturers to terminate at the first technical breach
Proper construction of RSA 357-C:7 balancing dealer protections with manufacturer’s ability to work to cure	Somersworth: strict reading better protects dealers from stale bases for termination	Kia: a strict reading would perversely force immediate termination on first breach and discourage remediation efforts	Held: statutory purpose supports Kia’s view; interpretation should effectuate legislative purpose to protect dealers while allowing remediation efforts
Whether Board’s factual findings about continuing staffing problems were supported and dispositive	Somersworth: disputed that Kia’s knowledge was limited to the 180-day window	Kia: Board found ongoing turnover and lack of required staff at cure and termination times	Held: Board’s factual findings are prima facie lawful and reasonable; trial court and Supreme Court defer to those findings on appeal

Key Cases Cited

Mahindra & Mahindra v. Holloway Motor Cars of Manchester, 166 N.H. 740 (2014) (administrative-review standard and Board findings afforded prima facie validity)
STIHL, Inc. v. State of N.H., 168 N.H. 332 (2015) (overview of RSA chapter 357-C background)
Roberts v. General Motors Corp., 138 N.H. 532 (1994) (legislative purpose of dealer-protection statute)
Smith’s Sports Cycles v. American Suzuki, 82 So. 3d 682 (Ala. 2011) (similar statute; evolving and continuous breaches can permit later termination)
Geib v. Amoco Oil Co., 29 F.3d 1050 (6th Cir. 1994) (PMPA precedent treating repeated breaches as new grounds for termination)
Gruber v. Mobil Oil Corp., 570 F. Supp. 1088 (E.D. Mich. 1983) (PMPA cases allow fresh reliance on repeated violations)
Walters v. Chevron U. S. A., Inc., 476 F. Supp. 353 (N.D. Ga. 1979) (PMPA decisions emphasizing prevention of reliance on stale breaches while permitting cure efforts)
Rao v. BP Products North America, Inc., 589 F.3d 389 (7th Cir. 2009) (look-back provision balances preventing stale-terminations and allowing time to evaluate and cure)
Nassau Blvd. Shell Service v. Shell Oil Co., 875 F.2d 359 (2d Cir. 1989) (PMPA purpose: protect franchisees from arbitrary terminations)