Wеst Colorado Motors, LLC, d/b/a Autonation Buick GMC Park Meadows v. General Motors, LLC
No. 18CA0741
COLORADO COURT OF APPEALS
May 16, 2019
2019COA77
Honorable Paul A. King, Judge
Douglas County District Court No. 17CV30861
SUMMARY
May 16, 2019
2019COA77
No. 18CA0741, West Colo. Motors v. General Motors — Courts and Court Procedure — Limitation of Actions — Commencement of New Action Upon Involuntary Dismissal — Remedial Revival Statute
A division of the court of appeals considers whether Colorado‘s remedial revival statute,
The summaries of the Colorado Court of Appeals published opinions constitute no part of the opinion of the division but have been prepared by the division for the convenience of the reader. The summaries may not be cited or relied upon as they are not the official language of the division. Any discrepancy between the language in the summary and in the opinion should be resolved in favor of the language in the opinion.
matter jurisdiction has arisen from a curable defect,
The division further concludes that
Accordingly, the division affirms the holding of the district court.
JUDGMENT AFFIRMED
Division V
Opinion by JUDGE GROVE
Terry, J., concurs
J. Jones, J., specially concurs
Announced May 16, 2019
Ballard Spahr LLP, Patrick G. Compton, Denver, Colorado, Williams & Connolly LLP, Daniel F. Katz, Juli Ann Lund, Washington, DC, for Plaintiff-Appellant
Nelson Mullins Riley & Scarborough LLP, Mark T. Clouatre, Jacob F. Fischer, Dеnver, Colorado, for Defendant-Appellee
I. Background
¶ 2 This is the second appearance before this court of a long-running dispute between Park Meadows and GM concerning GM‘s approval of the relocation of another dealership (Alpine) into what Park Meadows asserts is its territory. In the first case, after unsuccessfully protesting Alрine‘s proposed relocation with the Executive Director of the Colorado Department of Revenue — who, in a letter to Park Meadows, said that she was declining to investigate or hold a hearing on the matter — Park Meadows filed suit against GM, Alpine, and the Executive Director in Denver District Court. See W. Colo. Motors, LLC v. Gen. Motors, LLC, 2016 COA 103, ¶¶ 1-3 (W. Colo. Motors I). Park Meadows’ complaint included two claims. First, as authorized by
and a cease and desist order against GM and Alpine with respect to the proposed relocation.” W. Colo. Motors I, ¶ 8. Second, and in the
¶ 3 The Executive Director, GM, and Alpine all moved to dismiss Park Meadows’ first complaint for lack of subject matter jurisdiction. Concluding that the complaint was tantamount to an appeal of the Executive Director‘s decision not to hold a hearing as to the reasonableness of the relocation, and noting that under
¶ 4 A division of this court affirmed, holding that the Executive Director‘s letter was a final agency action and that, by statute, “review of the Executive Direсtor‘s decision fell within the court of appeals’ exclusive jurisdiction.” W. Colo. Motors I, ¶ 48. In addition, the division held that the district court lacked subject matter jurisdiction over Park Meadows’ claim for equitable relief against GM and Alpine because the governing statute,
¶ 5 Park Meadows filed a petition for a writ of certiorari that the Colorado Supreme Court accepted and then, after the governing statute was substantially amended in 2017, dismissed as improvidently granted.
¶ 6 After the mandate was issued, and apparently having failed to prevent Alpine from moving into what it maintained was its territory, Park Meаdows gave up on its claims for equitable relief. It instead filed a new lawsuit in district court — the instant case — naming GM as the only defendant. Park Meadows’ new complaint seeks damages from GM under two theories: (1) enforcement under
¶ 7 By this time, however, more than three years had passed since GM first notified Park Meadows of Alpine‘s impending relocation. GM thus moved to dismiss both claims as time barred. See
¶ 8 Park Meadows responded by amending its complaint to assert that “[i]n accordance with the remedial revival statute,
¶ 9 Park Meadows now appeals, arguing that
respect to the claim for breach of contract, we hold that
II. Standard of Review and Preservation
¶ 10 We review de novo a district court‘s dismissal of a complaint on statute of limitations grounds. Harrison v. Pinnacol Assurance, 107 P.3d 969, 971 (Colo. App. 2004). We also review de novo questions of statutory interpretation. Roup v. Commercial Research, LLC, 2015 CO 38, ¶ 8.
¶ 11 The parties agree, as do we, that Park Meadows preserved its argument that the remedial revival statute should apply to the instant complaint.
III. The Disposition of Park Meadows’ Statutory Claim is Controlled by W. Colo. Motors I
¶ 12 We first consider whether the district court should have applied
A. Section 13-80-111
¶ 13
(1) If an action is commenced within the period allowed by this article and is terminated because of lack of jurisdiction or improper venue, the plaintiff . . . may commence a new action upon the same cause of action within ninety days after the termination of the original action . . . and the defendant may interpose any defense, counterclaim, or setoff which might have been interposed in the original action.
(2) This section shall be applicable to all actions which are first commenced in a federal court as well as those first commenced in the courts of Colorado or of any other state.
¶ 14 Although the scope varies from jurisdiction to jurisdiction, nearly every state has a similar statute. Colorado‘s version has
been dubbed the “remedial revival statute,” Soehner v. Soehner, 642 P.2d 27, 28 (Colo. App. 1981); courts in other states often refer to similar legislation as “savings” or “renewal” statutes, see, e.g., Gresham v. Harris, 765 S.E.2d 400 (Ga. Ct. App. 2014) (renewal); Ewing v. State Dep‘t of Transp., 235 P.3d 776 (Utah Ct. App. 2010) (savings). No matter what they are callеd, however, the general purpose of these statutes is the same — “to prevent minor or technical mistakes from precluding a plaintiff from obtaining his day in court and having his claim decided on the merits.” Furnald v. Hughes, 804 N.W.2d 273, 276 (Iowa 2011).
¶ 15 When properly invoked,
parcel out its grievances in dribs and drabs. Consistent with the principles of stability and finality underlying Colorado‘s statutes of limitations, the remedial
¶ 16 Remedial statutes “relate only to remedies or procedures” that are created to enforce substantive rights or liabilities. Vetten v. Indus. Claims Appeals Office, 986 P.2d 983, 986 (Colo. App. 1999). Remedial legislation “must ‘be liberally construed to accomрlish its object.‘” Mishkin v. Young, 198 P.3d 1269, 1273 (Colo. App. 2008) (quoting Colo. & S. Ry. v. State R.R. Comm‘n, 54 Colo. 64, 77, 128 P. 506, 512 (1912)). But we must still give “consistent, harmonious, and sensible effect” to every part of a statute, and strive to “avoid[] constructions that would . . . lead to illogical or absurd results.” Pineda-Liberato v. People, 2017 CO 95, ¶ 22; accord 3 Norman Singer & Shambie Singer, Sutherland Statutory Construction § 60:1, Westlaw (7th ed. database updated Nov. 2018) (“Remedial statutes should not be construed so broadly as to create the possibility of results that are unreasonable, illogical or inconsistent with common sense.“).
B. Section 13-80-111 Cannot Be Used to Revive Nonjusticiable Claims
¶ 17 Park Meadows maintains that its statutory and contract claims both satisfy the remedial rеvival statute‘s requirements. In support, it points out that (1) its first lawsuit was timely; (2) it filed the instant complaint within ninety days of the issuance of the mandate; and (3) the division in W. Colo. Motors I, ¶ 49, held that “the district court properly granted the Executive Director‘s motion to dismiss for lack of subject matter jurisdiction pursuant to C.R.C.P. 12(b)(1).” GM does not dispute the timing of either lawsuit, nor does it question the previous division‘s conclusion that the district court lacked subject matter jurisdiction over either of Park Meadows’ claims for relief in W. Colo. Motors I.
¶ 18 What Park Meadows overlooks is that statutes like
medical malpractice claims dismissed from United States District Court for lack of subject matter jurisdiction).
¶ 19 But
prevent the plaintiff from bringing another claim on the same jurisdictional basis, although the plaintiff would remain free to bring “the same claim under a different theory and jurisdictional basis“); Coffin v. Cottle, 33 Mass. (16 Pick.) 383, 386 (1835) (“The proviso in the [Massachusetts] statute . . . declares that where the plaintiff has been defeated by some matter not affecting the merits, some defect or informality, which he can remedy or avoid by a new process, the statute shall not prevent him from doing so.“) (emphasis added).
¶ 20 And this is where Park Meadows’ statutory claim runs aground. The district court‘s lack of subject mattеr jurisdiction over its statutory claims — having been settled in
move, contrary to
¶ 21 While Park Meadows emphasizes that it now seeks damages, rather than the injunctive relief it requested in W. Colo. Motors I, this is a distinction without a difference. Regardless of the specific relief requested, any claim arising under
IV. Application of the Remedial Revival Statute to Park Meadows’ Claim for Breach of Contract
¶ 22 We next address Park Mеadows’ argument that the district court should have revived its claim for breach of contract because it was “upon the same cause of action” as its first complaint and otherwise satisfied the requirements of the remedial revival statute.
A. “Cause of Action” is Ambiguous
¶ 23 As relevant here, the remedial revival statute applies where (1) a timely filed lawsuit is terminated because of lack of jurisdiction or improper venue and (2) the plaintiff commences “a new action upon the same cause of action” within ninety days after the termination of the original action.
same cause of action,” the remedial revival statute applies. If it is not “upon the same cause of action,” it is untimely.
¶ 24 Drawing largely on the Restatement (Second) of Judgments and case law construing the phrase for the purposes of claim preclusion, Park Meadows urges us to adopt a transactional view of “cause of action.” Under this approach, a “cause of action” is “bounded by the injury for which relief is demanded, and not by the legal theory on which the person asserting the claims relies.” Farmers High Line Canal & Reservoir Co. v. City of Golden, 975 P.2d 189, 199 (Colo. 1999). GM counters with the Colorado Supreme Court‘s observation that the Restatement‘s “concept of a ‘transaction, or series of connected transactions’ is incapable of mathematical precision and instead contemplates a pragmatic standard, to be applied with attention to the facts of each case.” In re Greene, 2013 CO 29, ¶ 10 (quoting Restatement (Second) of Judgments § 24 cmt. b (1982)). The facts and equities of this case, GM asserts, dictate that the claims in Park Meadows’ latest lawsuit fall outside the bounds of the remedial revival statute.
¶ 25 Colorado adopted its first version of the remedial revival statute in 1868, repealed it in 1961, and then passed a slightly reworded
¶ 26 Legal dictionaries likewise offer little assistance. Black‘s, for example, defines “cause of action” in three ways: “1. A group of operative facts giving rise to one or more bases for suing; a factual situation that entitles one person to obtain a remedy in court from another person . . . 2. A legal theory of a lawsuit . . . 3. Loosely, a lawsuit.” Black‘s Law Dictionary 266-67 (10th ed. 2014). Other sources are similarly equivocal. See, e.g., Bryan A. Garner, Garner‘s Dictionary of Legal Usage 142 (3d ed. 2011) (defining “cause of action” as “(1) a group of operative facts, such as a harmful act, giving rise to one or more rights of action; or (2) a legal claim“).
¶ 27 Case law and treatises confirm the phrase‘s flexibility. In 1933, the United States Supreme Court observed that
[a] “cause of action” may mean one thing for one purpose and something different for another. It may mean one thing when the question is whether it is good upon demurrer, and something different when there is a question of the amendment of a pleading or of the application of the principle of res judicata.
United States v. Memphis Cotton Oil Co., 288 U.S. 62, 67-68 (1933) (footnote omitted). More contemporary sources concur. See, e.g., Ieropoli v. AC&S Corp., 842 A.2d 919, 929-30 (Pa. 2004) (“[T]he phrase ‘cause of action’ . . . does not have a single definition, and means different things depending on context.“); see also William D. Ferguson, The Statutes of Limitations Savings Statutes 164 (1978) (“[W]hen dealing with res judicata most courts have traditionally ascribed a broader meaning to the term than when dealing with the term in connection with pleading.“).
¶ 28 We look first to the plain language of a statute to interpret it. But where, as in this case, the plain and ordinary meaning of the statute‘s language is ambiguous (i.e., it is capable of alternative reasonable constructions or its intended scope is unclear), we may employ various tools to discern legislative intent. We do so below.
¶ 29 Statutory limitation periods “promote justice by preventing surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared.” Order of R.R. Telegraphers v. Ry. Express Agency, 321 U.S. 342, 348-49 (1944). “The theory is that even if one has a just claim it is unjust not to put the adversary on
notice to defend within the period of limitation and that the right to be free of stale claims in time comes to prevail over the right to prosecute them.” Id. at 349. “By penalizing unreasonable delay, statutes of limitation compel litigants to pursue their claims in a timely manner.” Dean Witter Reynolds, Inc. v. Hartman, 911 P.2d 1094, 1099 (Colo. 1996).
¶ 30 But because time bars can be both harsh and subject to manipulation, remedial exceptions abound. Courts will equitably toll a statute of limitations in cases where fundamental fairness demands it. See, e.g., Garrett v. Arrowhead Improvement Ass‘n, 826 P.2d 850, 854-55 (Colo. 1992). And the General Assembly has adopted various statutory tolling provisions intended to ensure that claimants are not unreasonably deprived of their day in court. See, e.g.,
this state and not subject to service of process or has concealed himself“).
¶ 31 Colorado‘s remedial revival statute is one such provision. As noted above, it reflects the Generаl Assembly‘s intent “to enable litigants to avoid hardships which might result from strict adherence to the provisions of statutes of limitations.” Soehner, 642 P.2d at 28. It is a backstop intended to ensure that cases are decided on the merits — at least in situations where plaintiffs have pursued their claims diligently and defendants had knowledge of those claims. Sharp Bros. Contracting Co. v. Westvaco Corp., 817 P.2d 547, 551 (Colo. App. 1991).
B. Application
¶ 32 However variable the historical meaning of “cause of action” may be, one thing is clear:
bar otherwise untimely revival of a dismissed complaint, see, e.g., Pringle v. Kramer, 40 So. 3d 516, 519 (Miss. 2010).
¶ 33 But a liberal construction is not an unlimited one. As one influential case put it, the key to applying statutes such as
¶ 34 To that end, the remedy created by statutes like
(1) plaintiffs have pursued their claims diligently and (2) defendants had knowledge of the claims. Sharp Bros., 817 P.2d at 551. While we construe “cause of action” broadly, as is appropriate for a remedial statute, we conclude that Park Meadows’ contract claim satisfies neither оf these elements.
¶ 35 We first reject Park Meadows’ assertion that it demonstrated diligence merely by filing its new lawsuit within ninety days after the dismissal of its first complaint became final. The policies underpinning Colorado‘s statutes of limitation demand more. A cause of action for breach of contract accrues “on the date the breach is discovered or should have been discovered by the exercise of reasonable diligence.”
we conclude that Park Meadows did not demonstrate the diligence necessary to revive its claim for breach of contract.
¶ 36 We also reject Park Meadows’ argument that its claim for breach of contract was “upon the same cause of action” as its original complaint, which, as we have discussed above, sought only statutorily authorized injunctive relief. The substantial differences between the two complaints — and what GM might reasonably be expected to do when addressing them — lend support to this conclusion.2 Most important is that Park Meadows’ complaint in W. Colo. Motors I relied exclusively on GM‘s alleged violation of the Dealer Act. It did not even mention the dealership agreement, much less allege that GM had violatеd it. Instead, Park Meadows asserted that “GM‘s approval of the relocation of Alpine was unreasonable as it infringed
and that “[i]f the relocation is allowed to proceed before this Court has the opportunity to consider the reasonableness of the relocation, Plaintiff will be prejudiced without being afforded the rights granted to it by
¶ 37 In contrast, Park Meadows’ amended complaint in the instant case dedicates ten paragraphs to GM‘s alleged breach of contract but cites to just a few provisions of the dealership agreement, which also is not in the record before us. For instance, Park Meadows alleges the dealership agreement obligates GM to “service General Motors Products competitively and to permit each dealer the opportunity to achieve a reasonable return on investment if it fulfills its obligations[.]” Additionally, Park Meadows alleges that Michigan law governs disputes concerning the dealership agreement. That contention was not raised on appeal, but it underscores how, from a defendant‘s perspective, these two claims are distinct.
¶ 38 While the circumstances surrounding the execution, terms, and duration of the dealership agreement could be highly germane to a claim for breach of contract, that type of evidence has no apparent relevance under
precisely outlines the burden and nature of proof in a proceeding filed under the Dealer Act. We thus conсlude that GM could not have reasonably been expected to infer from Park Meadows’ claim for statutory relief that it should also secure and preserve evidence related to its dealership agreement, much less hold on to that evidence for years while Park Meadows’ statutory claim wound its way through the courts.
V. Claim Preclusion
¶ 39 Because we affirm the district court‘s ruling on the grounds discussed above, we need not address Park Meadows’ contention that the district court erroneously found that it was barred by the doctrine of claim preclusion.
VI. Conclusion
¶ 40 We affirm the district court‘s dismissal of the complaint.
JUDGE TERRY concurs.
JUDGE J. JONES specially concurs.
J. JONES, J., specially concurring.
¶ 41 I agree completely with the majority‘s analysis and therefore join in its opinion in full. I write separately, however, to encourage the General Assembly to clarify when
¶ 42 As the majority notes, except for a ten-year period between 1961 and 1971, a version of this ambiguous statute has been on the books since 1868. Its origins are relatively ancient, and we don‘t have any legislative history to go on when deciding how, if at all, it applies in a particular case. Because of this, I see a real possibility that its original meaning has been lost to time. And because of that, Colorado courts will continue to struggle with cases in which a party invokes it. Courts and practitioners could only benefit from some legislative clarification that accounts for current legal practices.