SUMMARY ORDER
General Motors (“GM”) appeals from the judgment below in favor of William Adkins, asking this Court to vacate the jury verdict in Adkins’ favor and to reverse the district court’s denial of GM’s motion for judgment as a matter of law. We assume the parties’ familiarity with the underlying facts and procedural posture of the case.
We conclude that GM should have prevailed on its motion for judgment as a matter of law as to Adkins’ breach of fiduciary duty claim, which was the sole claim that went to trial. There was no cognizable theory underlying this claim. To the extent that the claim rested on the theory advanced in Adkins’ brief that GM had engaged in self-dealing that harmed the dealership corporation and prevented it from attaining the financial targets that would have enabled the redemption of GM’s preferred stock, such that Adkins would have become the sole owner, it was fatally flawed.
First, any such breach of fiduciary duty claim would arguably be derivative rather than direct, given the Delaware Supreme Court’s recent holding in Tooley v. Donaldson, Lufkin, & Jenrette, Inc., that for a breach of fiduciary duty claim to be direct, “[t]he stockholder’s claimed direct injury must be independent of any alleged injury to the corporation. The stockholder must demonstrate that the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation. ”
Moreover, even assuming arguendo that this claim could somehow have been construed as direct rather than derivative, it would still fail on the merits. There is no credible evidence indicating that, had GM pursued the criminal or civil actions on the dealership’s behalf that Adkins contends were warranted, the dealership’s financial situation would have been any different. Indeed, although Adkins identifies, as a wrongful action, GM’s decision not to file a criminal complaint over Gehrlein’s misconduct, the record is undisputed that a criminal investigation was instituted nonetheless, and the attorney who litigated the dealership’s insurance claim testified that the lack of criminal
To the extent that Adkins’ breach of fiduciary duty claim against GM rested upon the theory that GM had wrongfully bought out his common stock on a pretextual basis, and otherwise treated him unfairly, it was likewise fatally flawed. Adkins’ remedy for these asserted wrongs lay not in a breach of fiduciary duty claim, but in a breach of contract claim. The Stockholders Agreement, along with the Certificate of Incorporation that it referenced, set forth the terms of the relationship among GM, Adkins, and the dealership company, including the conditions upon which the dealership corporation would be able to redeem GM’s preferred stock and, conversely, upon which GM would be able to buy out Adkins’ common stock or terminate Adkins. Had Adkins believed that GM breached the express terms of this contract, and/or the implied covenant of good faith and fair dealing underlying the contract, he should have brought a breach of contract claim. See, e.g., Coleman v. Taub,
As such, we are constrained to vacate the jury verdict in favor of Adkins on his breach of fiduciary duty claim and to reverse the district court’s denial of GM’s motion for judgment as a matter of law.
With regard to Adkins’ cross-appeal over the summary judgment dismissal of his claim under the Automobile Dealers Day in Court Act (the “ADDCA”), we affirm. We need not reach the question of whether Adkins had standing to bring this claim as an individual operator of a dealership, or whether the only party with standing to bring this claim was the dealership corporation itself. Even assuming arguendo that Adkins did have standing to bring the claim, this Court held in Empire Volkswagen v. World-Wide Volkswagen Corp.,
In order to succeed on a Dealers’ Act claim, the dealer must demonstrate that the manufacturer exercised coercion or intimidation or made threats against the dealer ... to achieve an improper or wrongful objective ... Failure to act in good faith under the Dealers’ Act can be found only where there is evidence of a wrongful demand enforced by threats of coercion or intimidation.
Id. at 95-96 (internal citations and quotations omitted).
Here, Adkins has not alleged any wrongful demands, enforced by threats of coercion or intimidation, on GM’s part. Rather, the “wrongful” actions that he identifies are GM’s various decisions as to the dealership corporation as a whole, and as to him personally, i.e., GM’s purchase of Adkins’ common stock and concomitant termination of him as president. But none of these acts can be said to have been “enforced by threats of coercion or intimidation.” GM’s decisions as to the dealership corporation as a whole were enforced through its majority voting interest, and GM’s decisions as to Adkins personally were enforced pursuant to the terms of the Stockholders Agreement, which Adkins does not claim was breached. Thus, Adkins’ ADDCA claim must fail, and we affirm the district court’s summary judgment dismissal of this claim.
Accordingly, the judgment of the district court is VACATED AND REVERSED IN PART, and AFFIRMED IN PART.
Notes
. The force of this testimony and other evidence to the same effect is not undermined by the fact that, when a GM-designated member of the dealership board was asked at trial whether he had understood "one of the requirements to make a successful claim against a fiduciary bond is at least you try to prosecute the wrongdoers,” he answered "[t]hat’s correct.” As made clear by the testimony of the attorney who actually litigated the insurance claim, the insurance company itself did not take such a position.
. The foregoing makes it unnecessary to reach the issue of whether — in addition to showing that GM’s actions prevented him from obtaining sole control of the dealership corporation — Adkins would have also been required to show that GM acted as it did “for the sole and improper purpose” of depriving him of his asserted right as a shareholder to obtain ownership of the corporation. See Ueltzhoffer v. Fox Fire Dev. Co., 1991 WL 271584, at *8 (Del.Ch.1991), aff'd,