VAN WIE CHEVROLET, INC. v. GENERAL MOTORS, LLC
CA 15-00219
| N.Y. App. Div. | Oct 7, 2016Background
- Van Wie Chevrolet (plaintiff) and Sharon Chevrolet are GM‑franchised Chevrolet dealers in Syracuse; Sharon sought to relocate closer to plaintiff.
- Sharon’s initial relocation request was denied by GM; Sharon sued GM in federal court and then GM approved the relocation and settled.
- Plaintiff sued GM (and Sharon), alleging violations of Vehicle and Traffic Law § 463 and common‑law claims, seeking injunctive and declaratory relief.
- Lower courts dismissed several causes of action; after discovery the trial court granted plaintiff partial summary judgment on a claim under § 463(2)(ff)(1) (notice of franchise modification) and dismissed GM’s fiduciary duty counterclaims; judgment followed.
- On appeal the Fourth Dept. modified the judgment: it denied plaintiff’s motions, granted GM’s motions in full, and declared GM did not violate § 463(2)(ff)(1).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether GM’s approval of another dealer’s relocation triggered notice obligations under VTL §463(2)(ff)(1) | Approval of relocation itself modifies plaintiff’s APR and thus required 90‑day written notice | A change to plaintiff’s franchise occurs only when APR is actually changed after relocation; approval alone does not trigger §463(2)(ff)(1) notice | Approval alone is not a franchise modification under §463(2)(ff)(1); no notice was required at approval stage |
| Whether §463(2)(cc)(2)(i) exception precludes notice under §463(2)(cc)(1) | (implicit) plaintiff argued it should get notice of relocation that would affect APR | GM argued relocation fell within the statutory exception for moves within a dealer’s existing market area so §463(2)(cc)(1) notice was inapplicable | Court found exception applied to the relocation so §463(2)(cc)(1) notice claim was properly dismissed |
| Whether the Dealer Agreement or choice‑of‑law permits plaintiff’s contract‑based claims under New York law | Plaintiff asserted breach of contract, implied covenant, equitable estoppel, fiduciary duty | GM relied on Dealer Agreement terms (Article 4.3) and Michigan choice‑of‑law to defeat those claims | Court enforced contract terms and choice‑of‑law; contract/implied‑covenant/estoppel claims dismissed |
| Whether a fiduciary relationship existed between GM and plaintiff | Plaintiff alleged reliance and trust created fiduciary duties | GM argued commercial franchise context and express non‑fiduciary contractual language foreclose fiduciary duty | Court held no factual or legal basis for fiduciary duty under Michigan law; claim dismissed |
Key Cases Cited
- Beck Chevrolet Co., Inc. v. General Motors LLC, 27 N.Y.3d 379 (N.Y. 2016) (a change to a dealer’s geographic sales/service area can be a franchise modification analyzed case‑by‑case under §463(2)(ff))
- Brown & Brown, Inc. v. Johnson, 25 N.Y.3d 364 (N.Y. 2015) (choice‑of‑law provisions are generally enforced unless contrary to fundamental public policy)
- Friedman v. Connecticut General Life Insurance Co., 9 N.Y.3d 105 (N.Y. 2007) (statutes must be read as a whole and harmonized to avoid rendering language superfluous)
- Ironwood, L.L.C. v. JGB Properties, LLC, 130 A.D.3d 1527 (4th Dept. 2015) (appellate practice treating cross‑appeal procedural points)