West Virginia Automobile and Truck Dealers Association v. Ford Motor Company, 1:14-cv-00032

Background

Ford operates AXZD discount plans (A, X, Z, D) allowing participating dealers to offer reduced documentary (“doc”) fees to eligible purchasers; Program Rules cap doc fees at $75 (A/Z) or $100 (X/D) and state participation is "encouraged, but not obligated."
Two WV dealers (Corwin and Wolfe) charged the state-maximum $175 to AXZD customers like other customers; Ford audited, found violations of the Program Rules, and directed refunds to AXZD customers for overages.
Dealerships appealed to Ford’s Dealer Policy Board (FDPB); FDPB affirmed that the Program Rules do not require discriminatory pricing and noted dealers voluntarily assume compliance responsibilities.
WVATDA sued on behalf of the dealers seeking declaratory relief (28 U.S.C. § 2201) asserting: (1) Ford’s Program Rules force dealers to violate West Virginia law and public policy; (2) Ford’s rules conflict with the WV Consumer Credit Protection Act (WVCCPA) and W. Va. Code § 17A-6A-10(d); and (3) Ford coerces dealers via audits/termination threats.
Ford moved for judgment on the pleadings under Fed. R. Civ. P. 12(c); the district court treated the motion like a 12(b)(6) review and declined to convert it to summary judgment.
Court concluded participation in AXZD is voluntary, dealers consented to comply with laws when opting in, dealers have alternatives (opt out or charge $75 to all), and no actual fraud or coercion by Ford was shown; it granted Ford’s motion and dismissed with prejudice.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether dealers’ compliance with Program Rules necessarily forces unlawful conduct under WV law (WVCCPA / WVMVDAB guidance)	WVATDA: Program Rules force dealers to charge different doc fees (AXZD vs non-AXZD), violating WVCCPA and state dealer guidance requiring equal fees	Ford: Program Rules limit AXZD fees but participation is voluntary; WVCCPA protects cash vs credit parity, not parity among different customer classes; dealers can charge $75 to all	Court: WVCCPA not implicated as alleged; discrimination between AXZD/non-AXZD is outside WVCCPA purpose; dealers can avoid conflict by charging $75 to all; no unlawful compulsion found
Whether Ford “requires” dealers to act prejudicially in violation of § 17A-6A-10(1)(d) by coercing participation	WVATDA: SSA language and market forces coerce dealers into participation, so Ford effectively requires unlawful acts under § 17A-6A-10(1)(d)	Ford: Participation is voluntary under Program Rules and SSA; dealers expressly agreed to comply with laws when opting in; market-force assertions lack factual support	Court: Participation is voluntary; no evidence of coercion or threats making participation obligatory; § 17A-6A-10 claim fails
Whether SSA’s general “cooperate with Company programs” clause compels participation in AXZD	WVATDA: SSA cooperation clause means dealers must participate in AXZD	Ford: SSA does not force participation; Program Rules’ specific “encouraged, but not obligated” language governs	Court: Specific Program Rules control over general SSA language; cooperation clause does not render participation mandatory
Whether Program Rules require fraudulent misrepresentation (representing Ford paid overage)	WVATDA: Program Rules instruct dealers to indicate Ford paid the overage, which would be fraudulent under WV disclosure law	Ford: Language is permissive ("may indicate") and conditioned on state law; Ford prohibits the practice where state law forbids it; no actual misrepresentations occurred	Court: No requirement to misrepresent; practice is optional and contingent on state law; no justiciable fraud claim (no present injury)

Key Cases Cited

Independence News, Inc. v. City of Charlotte, 568 F.3d 148 (4th Cir.) (Rule 12(c) standard equals Rule 12(b)(6))
Burbach Broad. Co. v. Elkins Radio Corp., 278 F.3d 401 (4th Cir.) (timing difference between 12(b)(6) and 12(c) is immaterial)
Anderson v. Sara Lee Corp., 508 F.3d 181 (4th Cir.) (accept factual allegations as true on a motion to dismiss)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading must state a plausible claim)
Ashcroft v. Iqbal, 556 U.S. 662 (pleading standards and implausibility analysis)
Papasan v. Allain, 478 U.S. 265 (court not bound to accept legal conclusions as facts)
Aetna Cas. & Sur. Co. v. Holsten, 100 F.3d 950 (4th Cir.) (specific contract language controls over general clauses)
Golden v. Zwickler, 394 U.S. 103 (federal courts cannot issue advisory opinions)
Lexmark Int’l, Inc. v. Static Control Components, Inc., 134 S. Ct. 1377 (Sup. Ct.) (discussion referenced concerning prudential standing)