WAYZATA NISSAN, LLC, Appellant, v. NISSAN NORTH AMERICA, INC., Respondent, Stephen J. McDaniels, et al., Respondents.
No. A14-1652.
Supreme Court of Minnesota.
Feb. 17, 2016.
279-288
WRIGHT, Justice.
In Tullis, we acknowledged a “concern for fairness” when representations are made by a purported agent and relied upon by the plaintiff to his or her serious detriment. 570 N.W.2d at 313. This “concern for fairness,” however, must be counterbalanced with principles of due process; that is, ensuring plaintiffs continue to take steps to effect service in a way that is “reasonably calculated” to reach the interested party. See Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314, 318 (1950); see also Wold v. J.B. Colt Co., 102 Minn. 386, 389-90, 114 N.W. 243, 243 (1907). Accordingly, in Tullis, we refused to “depart from case law which establishes an employee‘s representations to a process server are inadequate to find authority to accept service.” 570 N.W.2d at 313-14. The result reached by the court today permits the plaintiff to shirk a duty of diligence by relying upon the unconfirmed assertions of a purported agent to the detriment of the requirements of due process.
III.
In sum, the court‘s opinion is not in accordance with our rules of civil procedure, old or new. The DeCooks failed to provide the district court with either a valid acknowledgment of service or a writing signed or electronically submitted by the individual defendants. More specifically, the DeCooks failed to present sufficient evidence of effective service to meet their burden of production and shift the burden of proving otherwise to the individual defendants. On the contrary, the “evidence” produced by the DeCooks and relied on by the court, at best, evinces apparent authority, which we have categorically held insufficient to establish effective service of process. The court‘s conclusion is an unwarranted upheaval of settled agency law. The district court correctly found “nothing in the record” to support Graham‘s actual authority as an agent to receive service of process for the individual defendants. Accordingly, I conclude that service of process was ineffectual.
GILDEA, Chief Justice (concurring in part, dissenting in part).
I join in the concurrence and dissent of Justice Dietzen.
STRAS, Justice (concurring in part, dissenting in part).
I join in the concurrence and dissent of Justice Dietzen.
John Rock, Bruce L. Gisi, Rock Law LLC, Minneapolis, Minnesota; and William N. Berkowitz, Brandon L. Bigelow, Caleb J. Schillinger, Seyfarth Shaw LLP, Boston, MA, for respondent Nissan North America, Inc.
Timothy J. Grande, Patrick C. Summers, DeWitt Mackall Crounse & Moore S.C., Minneapolis, MN, for respondents Stephen J. McDaniels, et al.
OPINION
WRIGHT, Justice.
In May 2014, motor vehicle manufacturer Nissan North America, Inc. (Nissan) and prospective Nissan dealer Stephen
I.
Feldmann Imports Inc. (Feldmann) formerly operated a Nissan motor vehicle dealership in Bloomington. In March 2014, Feldmann executed an asset purchase agreement (APA) with a third party for the sale of the Bloomington dealership. Because Feldmann sought to retain the Bloomington property for other purposes, the APA required the buyer to relocate the dealership. The APA specified a potential new dealership location in Eden Prairie that is 7.6 miles from Wayzata‘s dealership.
By the terms of Feldmann‘s franchise agreement, Nissan maintained a right of first refusal on the sale of the Feldmann dealership. Nissan exercised its right of first refusal on the APA and later assigned its right to McDaniels. McDaniels then purchased the real property in Eden Prairie that was referenced in the APA. Although McDaniels had operated motor vehicle dealerships pursuant to franchises with other manufacturers, McDaniels had never held a franchise agreement with Nissan.
After hearing rumors of the proposed relocation, Wayzata sent a letter to Nissan inquiring about its intentions. Wayzata feared that the close proximity of the relocated dealership would impinge on Wayzata‘s primary geographic area of business. In a letter dated May 8, 2014, Nissan responded that it intended to allow Feldmann or Feldmann‘s successor in interest to relocate the Bloomington dealership to a location within 10 miles of the Wayzata dealership.
On July 9, 2014, McDaniels entered into a sublease with Feldmann for the Bloomington property, contingent on McDaniels‘s closing on the purchase of the Bloomington dealership. Nissan approved McDaniels as a Nissan dealer, as well as the relocation of the Bloomington dealership, on July 24. On July 28, McDaniels closed on the purchase of the Bloomington dealership and immediately commenced operation of the dealership in Bloomington, pending its relocation to Eden Prairie.
The district court denied Wayzata‘s motion. As an initial matter, the district court held that the notice and good-cause requirements of the statute applied on May 8, 2014—the date of Nissan‘s letter to Wayzata—at the latest. Further, the district court found that McDaniels was not an “existing dealer” on that date. Yet, the district court held that Nissan and McDaniels were exempt from the statute‘s notice and good-cause requirements. Concluding that the MVSDA uses the words “dealer” and “dealership” interchangeably, the district court held that the existing-dealer exception applied because Nissan intended to relocate an existing dealership from Bloomington to Eden Prairie.
Wayzata filed a notice of appeal on September 26, 2014. McDaniels completed the relocation of the Bloomington dealership on November 1, 2014—while the appeal was pending—and commenced operations in Eden Prairie. Before the court of appeals, Nissan and McDaniels argued that the relocation of the dealership rendered the appeal moot. The court of appeals held that the appeal was not moot because the district court could enjoin McDaniels from continuing operations at the Eden Prairie location. Wayzata Nissan, LLC v. Nissan N. Am., Inc., 865 N.W.2d 75, 79 (Minn.App.2015). On the merits, the court of appeals affirmed the district court‘s decision, but on different grounds. The court of appeals held that McDaniels was an “existing dealer” on the date that the Bloomington dealership was physically relocated to Eden Prairie and, therefore, the existing-dealer exception applied. Id. at 82. We granted Wayzata‘s petition for review.
II.
As a threshold matter, we must address the issue of mootness. Nissan and McDaniels argue that this appeal is moot because Wayzata sought to enjoin the relocation of the Bloomington dealership, and the dealership now has been relocated. Wayzata contends that the district court could enjoin the operation of the Eden Prairie dealership. Moreover, Wayzata cites
We consider only live controversies, and an appeal will be dismissed as moot when intervening events render a decision on the merits unnecessary or an award of effective relief impossible. In re Minnegasco, 565 N.W.2d 706, 710 (Minn. 1997). But an appeal is not moot when a party could be afforded effective relief. Hous. & Redevelopment Auth. ex rel. City of Richfield v. Walser Auto Sales, Inc., 641 N.W.2d 885, 888 (Minn.2002). We review the issue of mootness de novo. Dean v. City of Winona, 868 N.W.2d 1, 4 (Minn. 2015).
III.
Turning to the merits, this appeal requires us to interpret
We begin with an overview of the statute. The MVSDA regulates contracts between manufacturers and dealers of new motor vehicles.
In the event that a manufacturer seeks to enter into a franchise establishing an additional new motor vehicle dealership or relocating an existing new motor vehicle dealership within or into a relevant market area where the line make is then represented, the manufacturer shall, in writing, first notify each new motor vehicle dealer in this line make in the relevant market area of the intention to establish an additional dealership or to relocate an existing dealership within or into that market area.
A.
The court of appeals disagreed. Under the court of appeals’ holding, the notice requirement and existing-dealer exception of
While Wayzata urges us to adopt the district court‘s analysis regarding the timing of the notice requirement, Nissan and McDaniels advocate for the court of appeals’ analysis. It is undisputed that McDaniels was not an existing Nissan dealer as of May 8, 2014. The parties further agree that McDaniels was an existing Nissan dealer as of November 1, 2014. Accordingly, we must interpret the notice requirement in order to determine the date on which McDaniels was required to be an “existing dealer” for the exception to apply.
The purpose of statutory interpretation is to ascertain the intent of the Legislature. Christianson v. Henke, 831 N.W.2d 532, 536 (Minn. 2013). We interpret words according to their plain meaning,
We need look no further than the plain language of
McDaniels contends that the statute requires notice of a manufacturer‘s intention and that in this case it was the dealer, not the manufacturer, that initiated the Bloomington dealership‘s relocation. We disagree. The statute refers to a manufacturer that “seeks to enter into a franchise ... relocating an existing new motor vehicle dealership.”
Accordingly, we hold that notice is required on the date that a manufacturer develops the intention to authorize a relocation, not on the date of the physical relocation of a dealership. The district court found that Nissan had developed a definite intention to authorize the relocation of the Bloomington dealership as of May 8, 2014, at the latest. This finding is supported by Nissan‘s May 8, 2014, letter stating its intention to relocate the Bloomington dealership. We, therefore, conclude that—absent the operation of the existing-dealer exception—Nissan was required to provide notice on or before May 8, 2014.
B.
Having decided that, absent an applicable exception, the statute required notice on or before May 8, 2014, we next address whether the existing-dealer exception applied on that date. The district court found that McDaniels was not a Nissan dealer on May 8, 2014. But the district court held that this fact is irrelevant, concluding that the MVSDA uses the words “dealer” and “dealership” interchangeably. Because Nissan intended to relocate an “existing dealership“—the Bloomington dealership—to Eden Prairie, the district court held that the existing-dealer exception applied regardless of whether McDaniels was an existing Nissan dealer on the date that the statute required notice.
Wayzata challenges this aspect of the district court‘s analysis, contending that the word “dealer” is defined in the MVSDA to mean “a person,”
1.
When a word is defined in a statute, we are guided by the definition provided by the Legislature. State v. Rick, 835 N.W.2d 478, 482 (Minn. 2013). We generally apply a statutory definition each time the defined word is used in the statute. Cf. id. This presumption is overcome, however, when it is impossible to use a statutory definition consistently without violating our principles of statutory interpretation. See id. at 483. For example, in State v. Rick, we declined to apply the statutory definition of a word to a specific provision of a statute when doing so would violate the canon against surplusage and the rules of grammar. Id. When there is no applicable statutory definition, we often consult dictionary definitions to discern a word‘s plain meaning. See Larson v. Nw. Mut. Life Ins. Co., 855 N.W.2d 293, 301 (Minn. 2014); see also Rick, 835 N.W.2d at 483-84 (consulting dictionaries when a statutory definition was inapplicable).
Turning to
a person who in the ordinary course of business is engaged in the business of selling new motor vehicles to consumers or other end users and who holds a valid sales and service agreement, franchise, or contract, granted by a manufacturer, distributor, or wholesaler for the sale of its motor vehicles.
For context, we also will address the meaning of the word “dealership,” which is not defined in the MVSDA. Dictionaries define “dealership” as either a franchise, The American Heritage Dictionary of the English Language 466 (5th ed. 2011); the business of a dealer, Webster‘s Third New International Dictionary, Unabridged 581 (2002); or a dealer‘s “trading establishment,” 4 The Oxford English Dictionary 287 (2d ed. 1989, reprt. 1991). In the MVSDA, the Legislature generally used the word “dealership” to signify a “trading establishment” or “business.” See, e.g.,
With these definitions of “dealer” and “dealership” in mind, we next address whether the statutory definition of “dealer” applies to the existing-dealer exception in
And, setting aside the Legislature‘s instruction that the definitions in the MVSDA apply throughout the chapter “unless the context otherwise requires,”
We conclude that the phrase “existing dealer” in
2.
As a final matter, Nissan and McDaniels contend that our decision will create absurd results. They observe, as did the district court, that Wayzata would have no statutory right to challenge the Bloomington dealership‘s relocation if either (1) Feldmann had sold the Bloomington dealership after relocating or (2) McDaniels had decided to relocate only after purchasing the Bloomington dealership. For this reason, the district court concluded that there is no reason why the “compressed nature of the transactions in this case” requires a different result.
When interpreting statutes, we presume that the Legislature did not intend absurd or unreasonable results. State v. Koenig, 666 N.W.2d 366, 372 (Minn. 2003); accord
Arguably, Wayzata would be equally affected by the relocation of any dealer into Wayzata‘s market area, regardless of whether a new dealer or an existing dealer is being relocated. But, even if true, that fact would not necessarily lead to an absurd result. The exception in
IV.
To summarize, we affirm the court of appeals’ holding that this appeal is not moot, because the district court may still grant effective relief. But we reverse the court of appeals’ decision on the merits. We hold that
Affirmed in part, reversed in part, and remanded.