666 N.E.2d 1157 | Ohio Ct. App. | 1995
Lead Opinion
[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *645 This is an appeal by appellants, Kerry Ford, Inc. ("Kerry Ford") and Williams Ford Sales, Inc. ("Williams Ford"), from a judgment of the Franklin County Court of Common Pleas, granting a motion to dismiss in favor of appellee, Ford Motor Company ("Ford"), for lack of jurisdiction.
Appellants have filed separate briefs and each raise one assignment of error for review.1 The brief of Kerry Ford sets forth the following assignment of error:
"The trial court erred to the prejudice of protestant appellant in granting the motion to dismiss on constitutional grounds and not rendering a decision on the merits."
Williams Ford asserts the following assignment of error:
"The trial court erred in dismissing appellant's appeal due to lack of jurisdiction."
This action arose out of a decision of the Motor Vehicle Dealers Board ("board"), finding that Ford had established good cause to relocate one of its franchisees, R.S. Ford, Inc. ("R.S. Ford"). On June 1, 1972, Ford entered into separate sales and service agreements with two of its franchisees, appellants Williams Ford and Kerry Ford. The sales and service agreements set forth the respective rights and duties of the parties, including provisions for the franchisor to determine the numbers, locations and sizes of authorized dealers within and without the dealer's locality, and to appoint additional dealers within or without a dealer's locality, except that, if an additional dealer would be within ten miles of the dealer's principal place of business, a study must reasonably demonstrate, in the franchisor's opinion, that such an appointment is necessary.
In 1980, the Ohio legislature passed what is commonly referred to as the Motor Vehicle Dealers Act. One of the provisions of the Act, R.C.
R.C.
"(A) Except as provided in division (C) of this section, when a franchisor seeks to enter into a franchise to establish an additional new motor vehicle dealer in, or relocate an existing new motor vehicle dealer at a location in, a relevant market area where the same line-make of motor vehicle is then represented, the franchisor shall first give notice in writing, by certified mail, to the motor vehicle dealers board and to each franchisee of such line-make in the relevant market area of the franchisor's intention to establish an additional new motor vehicle dealer in, or relocate an existing new motor vehicle dealer at a location in, that relevant market area. Each notice shall set forth the specific grounds for the proposed establishment of an additional motor vehicle dealer or relocation of an existing motor vehicle dealer. Within fifteen days after receiving the notice, or within fifteen days after the conclusion of any appeal procedure provided by the franchisor, whichever is later, the franchisee of the same line-make may file with the board a protest against the establishment or relocation of the proposed new motor vehicle dealer. When such a protest has been filed, the board shall inform the franchisor that a timely protest has been filed and that a hearing is required pursuant to section
"(B) No franchisor shall establish an additional new motor vehicle dealer or relocate an existing new motor vehicle dealer before giving notice as required in division (A) of this section or before the holding of a hearing on any protest filed under this section, and no franchisor shall establish or relocate such a dealership after the hearing if the board determines that there is good cause for not permitting the new motor vehicle dealer to be established or relocated."
Thus, under R.C.
In April 1991, Ford notified Williams Ford and Kerry Ford that it intended to relocate an existing Ford dealership, R.S. Ford, from its location at 421 Loveland-Madeira Road, Loveland, Ohio, to the Kings Auto Mall, Cincinnati, Ohio, within a ten-mile relevant market area. In May 1991, Williams Ford and Kerry Ford both filed protests to the proposed relocation of R.S. Ford. The board set a hearing date and the matter came before a hearing examiner of the board. *647
The hearing examiner subsequently issued a report, concluding that Ford had not established good cause, pursuant to R.C.
On May 24, 1993, appellants filed notices of appeal with the trial court from the decision of the board. The cases were consolidated before the trial court. Ford subsequently sought dismissal of the action on the basis that the board lacked jurisdiction to entertain protest actions under R.C.
The arguments raised under appellants' assignments of error are interrelated and will be considered together. The primary issue before this court is whether the trial court erred in holding that R.C.
Under Ohio law, "[a] statute is presumed to be prospective in its operation unless expressly made retrospective." R.C.
"The issue of whether a statute may constitutionally be applied retrospectively does not arise unless there has been a prior determination that the General Assembly has specified that the statute so apply. Upon its face, R.C.
In the present case, the trial court held that R.C.
"Based upon this Court's interpretation of the relevant statutes, this Court finds that the relocation statutes upon which this appeal is based may only be applied prospectively. First, the statutes do not contain language expressly making them retroactive, as required by R.C.
"Second, it is clear that the legislative intent was for the relocation statutes to only operate prospectively. Through its 1987 amendments, the legislature specifically amended only certain sections of the Motor Vehicle Dealers Act to include *648
language making them expressly retroactive; namely, §§
In its decision, the trial court also noted that other courts have previously held that R.C.
The court then addressed the argument of appellant, Chrysler Corporation, that R.C.
"In our view, the plain language of §
We agree with the trial court's determination that R.C.
We make clear that we do not hold that other portions of the Act could never be applied to preexisting franchise agreements; rather, the limited issue we decide is whether the legislature intended R.C.
Appellant Williams Ford contends that R.C.
Based upon our determination that R.C.
Williams Ford also contends that, prior to the enactment of R.C.
The predecessor statute relied upon by Williams Ford, R.C.
"Coerce, or attempt to coerce, a dealer by threatening to award an additional franchise or agreement to another person for the sale of its same product in the same area of influence for the purposes of compelling such dealer to yield to demands of the manufacturer for increased sales of manufacturer's products, *650 parts, expansion of facilities and improvement of operations inconsistent with good business practices of the dealer * * *."
The new dealer statute, effective March 14, 1980, replaced an earlier "Dealers Act" which went into effect in 1971; at the time R.C.
The statute at issue in the instant case, however, R.C.
Both appellants raise estoppel arguments, arguing that Ford waived its right to challenge the board's authority to hear appellants' protests because, it is contended, Ford initiated the administrative proceedings and then later sought summary judgment on jurisdictional grounds. We disagree with appellants' characterization of the proceedings. While Ford sent written notice to appellants and the board regarding the proposed relocation of R.S. Ford, as required pursuant to R.C.
Even assuming that we agreed with appellants' contention that Ford invoked the jurisdiction of the board, appellants' estoppel argument is without merit. It is well settled that lack of subject-matter jurisdiction may be raised at any stage of the proceedings. Fox v. Eaton Corp. (1976),
Finally, appellants contend that the court erred in failing to consider subsequent amendments to the 1972 sales and service agreements. Appellants contend that these amendments sufficiently modified the original agreement to bring Ford under the provisions of R.C.
We are unpersuaded. Not every amendment to an agreement constitutes a new agreement; the issue is not whether any changes were made to a contract but rather whether existing rights were significantly altered. McKay Nissan, Ltd. v. NissanMotor Corp. U.S.A. (N.D.Ill. 1991),
The document at issue is a customer service bulletin which states that it is issued under the dealer's sales and service agreement and that it should be filed with such agreement. Customer service bulletins were explicitly referenced and contemplated in the original sales and service agreement to be furnished "to the Dealer from time to time by the Company establishing standards for authorized Ford dealers with respect to service personnel, training, tools and equipment, for *652 customer handling procedures and for evaluating the Dealer's service performance."
The service bulletin referenced by Kerry Ford involves such service concerns, including matters involving staffing, training, and complaint handling. The bulletin also discusses the franchisor's and franchisee's respective duties under the then-recently enacted Ohio Lemon Law. Nothing in the service bulletin at issue indicates a significant or material alteration of the sales and service agreement which would demonstrate that the parties entered into a new agreement. Thus, appellants' contentions that amendments to the sales and service agreement created a new contract are not well taken.
Based upon the foregoing, appellants' assignments of error are overruled and the judgment of the trial court is hereby affirmed.
Judgment affirmed.
BOWMAN, P.J., and JOHN C. YOUNG, J., concur.
"Notwithstanding the terms, provisions, or conditions of an existing franchise, no franchisor shall terminate or fail to continue or renew a franchise except for good cause. This section governs any action or intent to terminate, discontinue, or not renew a franchise whether the franchise was entered into prior to or after the effective date of this amendment."
Concurrence Opinion
I concur in the majority opinion and make the following additional comments.
Appellants, Kerry Ford and Williams Ford, are parties to existing franchise agreements with appellee, Ford. These franchise agreements, into which the parties entered in June 1972, contain language relating to the rights of the parties in the event Ford decides to appoint a new dealer within ten miles of an existing dealer. Applying R.C.
Without express legislative intent, statutes are presumed to be prospective in operation. R.C.