Wootton Enterprises, Inc. v. Subaru of America, Inc. ( 2002 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
WOOTTON ENTERPRISES, 
INCORPORATED, a Maryland
Corporation,
Plaintiff-Appellant,
v.
SUBARU OF AMERICA, INCORPORATED,
a New Jersey Corporation,
Defendant-Appellee,
 No. 01-1408
and
FUJI HEAVY INDUSTRIES, LIMITED, a
Japanese Corporation; SUBARU-ISUZU
AUTOMOTIVE, INCORPORATED, a New
Jersey Corporation; SUBARU OF
AMERICA, INCORPORATED SOUTHEAST
REGION, a New Jersey Corporation,
Defendants.

Appeal from the United States District Court
for the District of Maryland, at Baltimore.
Andre M. Davis, District Judge.
(CA-99-810-AMD)
Argued: November 1, 2001
Decided: April 17, 2002
Before WIDENER and MICHAEL, Circuit Judges, and
Frank J. MAGILL, Senior Circuit Judge of the
United States Court of Appeals for the Eighth Circuit,
sitting by designation.
2 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
Affirmed by unpublished opinion. Senior Judge Magill wrote the
opinion, in which Judge Widener and Judge Michael joined.
COUNSEL
ARGUED: Benjamin T. Riddles, II, WATT, TIEDER, HOFFAR &
FITZGERALD, L.L.P., McLean, Virginia, for Appellant. Kathleen A.
Ellis, PIPER, MARBURY, RUDNICK & WOLFE, L.L.P., Baltimore,
Maryland, for Appellee. ON BRIEF: Akin Mahmut Alcitepe,
WATT, TIEDER, HOFFAR & FITZGERALD, L.L.P., McLean, Vir-
ginia, for Appellant. Jeffrey D. Herschman, PIPER, MARBURY,
RUDNICK & WOLFE, L.L.P., Baltimore, Maryland, for Appellee.
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
MAGILL, Senior Circuit Judge:
Wootton Enterprises, Inc. ("Wootton"), a Maryland automobile
dealership, brought this action against Subaru of America, Inc.
("Subaru"),1 an automobile distributor, alleging numerous claims aris-
ing from a franchise agreement between the parties. Wootton appeals
the district court’s dismissal of a number of its claims pursuant to
Federal Rule of Civil Procedure 12(b)(6) and the district court’s final
order granting summary judgment to Subaru. For the reasons stated
below, we affirm.
1
Wootton’s original and First Amended Complaint named Subaru,
Fuji, Subaru-Isuzu Automotive, Inc., and the Southeast Region of Subaru
of America, Inc., a division of Subaru, as defendants. Prior to the filing
of Wootton’s Second Amended Complaint, Defendants Fuji, Subaru-
Isuzu, and the Southeast Region were dismissed. Thus, Subaru is the sole
defendant in this action.
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 3
I. Factual Background
The facts of this case are set forth in some detail in the district
court’s opinion. See Wootton Enters., Inc. v. Subaru of Am., Inc., 134
F. Supp. 2d 698 (D. Md. 2001). We will highlight them here as neces-
sary to our discussion.
David W. Wootton has operated Wootton as a family-owned auto-
mobile dealership for approximately thirty-three years. Between 1977
and December 2000, Wootton and Subaru were signatories to a series
of franchise agreements pursuant to which Wootton operated a Sub-
aru retail outlet in Pasadena, Maryland. Wootton’s dealership is
located within Subaru’s Southeast Region, District 10, and is one of
eleven dealers located in the district.
Sometime around 1995, when Subaru sales were experiencing a
nationwide decline, the manufacturer of Subarus made a strategic
decision to enter the all-wheel-drive market. To reflect this manufac-
turing shift, Subaru modified its marketing plans. One such market
plan, prepared in 1995, included a recommendation to relocate Sub-
aru’s Pasadena dealership (i.e., Wootton’s franchise) to Glen Burnie,
Maryland. Prior to this litigation, Subaru did not share this report or
this particular recommendation with Wootton.
In October 1997, and again in March 1998, representatives from
Subaru management met with Mr. Wootton and Ron Lane, general
manager of Wootton, to discuss Wootton’s sales performance. During
both of these meetings, Subaru asked Mr. Wootton if he was inter-
ested in voluntarily relinquishing his Subaru franchise. In both
instances, Mr. Wootton refused. Following the March 1998 meeting,
General Manager Lane wrote Michael Rusnak, Subaru’s market
development manager, raising numerous concerns about Subaru’s
treatment of Wootton and requesting from Subaru various informa-
tion. Subaru Southeast Regional Vice President H.H. Purcell
responded to General Manager Lane’s letter with an invitation for Mr.
Wootton and General Manager Lane to come to Subaru’s regional
headquarters in Atlanta to discuss their concerns.
On May 12, 1998, the parties met in Atlanta and discussed Woot-
ton’s performance and facilities as well as Subaru’s ability to assist
4 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
Wootton. Subaru confirmed the issues discussed and the agreements
reached during this meeting in a letter dated May 13, 1998 (the "Let-
ter"). According to the Letter, Wootton committed (1) to undertake a
significant up-grade and improvement of its current facility, (2) to
strive to capture 55-60% of the Subaru business sold within its Area
of Responsibility,2 and (3) to continue its management focus on train-
ing to improve customer handling. In addition, the Letter states that
Mr. Wootton confirmed during the meeting that Wootton’s sales goal
was fifteen units per month and that this goal was reasonable. Mr.
Lane, however, denies that he or Mr. Wootton ever made this last repre-
sentation.3
The Letter also outlines the commitments Subaru made to Woot-
ton. Specifically, Subaru promised Wootton: (1) to provide it with an
additional five vehicles from the next allocation pool to ensure suffi-
cient inventory on a going forward basis to sell fifteen units per
month, (2) to install a sign, (3) to provide advertising/promotion rec-
ommendations, and (4) to be consistent in its support of Wootton’s
efforts to accomplish its sales objectives. Finally, in the closing para-
graph of the Letter, Subaru states that Wootton’s task is to sell, at a
minimum, fifteen units per month and Subaru "will put [Wootton] in
a position to accomplish that task." In closing, however, the Letter
states, "The ultimate success of that accomplishment is in [Woot-
ton’s] hands."
Following the meeting, on June 19, 1998, Wootton entered into its
final franchise agreement with Subaru, effective as of March 1, 1998,
for an additional two-year term (hereinafter the "1998 Franchise
Agreement"). The 1998 Franchise Agreement consists of three inter-
related documents: (1) a nonexclusive Dealership Agreement, which
2
The franchise agreement between Wootton and Subaru assigns Woot-
ton a primary market, or "Area of Responsibility," which encompasses
several United States postal zip codes within the Baltimore-Anne Arun-
del County areas of Maryland.
3
Because Wootton acknowledged that it received and read the Letter
but did nothing to refute it, the district court concluded, as a matter of
law, that a 1998 sales objective of fifteen vehicles per month was reason-
able and specifically agreed to be so by Wootton. Wootton, 134 F. Supp.
2d at 709.
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 5
expressly incorporates (2) the Subaru Standard Provisions, which in
turn incorporates (3) the Dealer National Operating Standards Man-
ual. The 1998 Franchise Agreement set Wootton’s "Planning Volume"4
at 245 vehicles per year. Pursuant to the Standard Provisions, Subaru
is to allocate its new vehicles equitably among its dealers using fac-
tors such as inventory levels and sales performance.
After executing the 1998 Franchise Agreement, Wootton’s sales
performance briefly improved and Subaru fulfilled its promises to
install a sign and provide Wootton with an additional five vehicles.
In September 1998, however, Wootton’s sales began to decline and
continued to be well below fifteen vehicles per month through Febru-
ary 1999. Wootton filed this lawsuit in March 1999. While this litiga-
tion was pending, the 1998 Franchise Agreement was extended by the
parties through December 31, 2000. Wootton sold its Subaru Dealer-
ship, with Subaru’s consent, to a dealer in Glen Burnie, Maryland, on
December 22, 2000, but continues to operate a Volkswagen franchise
at its Pasadena location.
II. Procedural Background & Issues on Appeal
On March 23, 1999, Wootton filed its original complaint in the dis-
trict court. The next day, Wootton filed a First Amended Complaint.
On August 16, 1999, the district court granted in part and denied in
part Subaru’s motion to dismiss and ordered Wootton to file a second
amended complaint. In its order, the district court ruled that any
claims based on facts in existence before the effective date of the
1998 Franchise Agreement were barred because of the valid and
enforceable release provision contained in prior agreements. Conse-
quently, Wootton could pursue only those claims arising from Sub-
aru’s acts and omissions occurring after the March 1, 1998 effective
date of the 1998 Franchise Agreement. This order is not challenged
in this appeal.
4
According to Section 2.10 of the Standard Provisions, the term "Plan-
ning Volume" means the proportionate number of vehicles which, if sold
by Wootton within its Area of Responsibility in a twelve-month period,
would equal a market penetration level selected by Subaru as appropriate
for the area. Planning Volume, however, is not intended to be a measure
of a dealer’s sales performance. Standard Provisions, § 2.10.
6 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
On September 10, 1999, Wootton filed a Second Amended Com-
plaint ("SAC"),5 including the following allegations: (1) breach of
contract, including fifteen sub-counts; (2) fraud; (3) violation of the
Automobile Dealers’ Day in Court Act ("ADDCA"), 15 U.S.C.
§ 1221 et seq.;6 (4) violation of Section 15-207(c) of the Maryland
Transportation Code; (5) violation of Section 15-207(d) of the Mary-
land Transportation Code; (6) violation of Section 15-207(e)(2) of the
Maryland Transportation Code; (7) intentional interference with pro-
spective economic advantage; (8) violation of the Robinson-Patman
Act, 15 U.S.C. § 13(b); and (9) violation of the Maryland Antitrust
Act, Md. Code § 11-204(a)(4). On September 27, 1999, Subaru filed
a motion to dismiss Wootton’s SAC for failure to state a claim upon
which relief may be granted pursuant to Rule 12(b)(6) of the Federal
Rules of Civil Procedure. On March 17, 2000, the district court
granted in part and denied in part Subaru’s 12(b)(6) motion.
After the district court’s March 17, 2000 ruling, the following
claims remained: (1) seven of the fifteen material breaches of contract
allegations; (2) fraud; and (3) violations of the ADDCA and its Mary-
land counterpart, but only with respect to the alleged demands by
Subaru that Wootton meet unattainable sales objectives when read in
conjunction with Subaru’s alleged threats to terminate Wootton’s
franchise or take Wootton to court.
On June 28, 2000, Wootton filed a motion to compel the produc-
tion of documents. The district court denied this motion, without prej-
udice, on July 18, 2000. On August 28, 2000, Subaru filed a motion
for summary judgment. On February 28, 2001, following a motion
hearing and supplemental briefing from both parties, the district court
granted summary judgment for Subaru on all of Wootton’s remaining
counts. See Wootton, 134 F. Supp. 2d 698.
On appeal, Wootton contends that the district court erred in grant-
ing summary judgment on its claims alleging: (1) breach of contract,
5
Wootton’s SAC spans some 52 pages, including 149 paragraphs, and
nine separately stated counts, most with "sub-counts" and "sub-sub-
counts."
6
The fifteen sub-counts of Wootton’s breach of contract claim serve as
the basis for Wootton’s ADDCA claim.
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 7
including claims alleging (i) the delayed shipment of vehicles, SAC,
¶¶ 101(c) and (d), (ii) the setting of unattainable sales objectives and
withholding of inventory, SAC, ¶ 101(h), (iii) the failure to provide
information, SAC, ¶ 101(j), and (iv) the making of repeated threats of
termination, SAC, ¶¶ 101(k), (l), and (m); (2) fraud in the inducement
and in the administration of the contract; and (3) violations of the
ADDCA and Maryland Transportation Act.
Wootton also challenges the district court’s dismissal of a signifi-
cant number of its claims pursuant to Rule 12(b)(6). Specifically,
Wootton appeals the dismissal of eight of its fifteen breach of contract
claims, the dismissal of its claims alleging violations of the ADDCA
and Maryland Transportation Code, and the dismissal of its claims
alleging violations of the Robinson-Patman Act and Maryland Anti-
trust Act.
Lastly, Wootton appeals the district court’s July 18, 2000 denial of
its motion to compel Subaru to produce documents pertaining to the
allocation of inventory and sales of Wootton’s rival dealerships.
III. Summary Judgment
We review the district court’s summary judgment decision de
novo, viewing the record in the light most favorable to the nonmoving
party, here Wootton. Hooven-Lewis v. Caldera, 249 F.3d 259, 265
(4th Cir. 2001). Rule 56(c) of the Federal Rules of Civil Procedure
provides that summary judgment is appropriate when there is no gen-
uine issue as to any material fact and the moving party is entitled to
judgment as a matter of law. See Fed. R. Civ. P. 56(c).
Wootton argues that the district court erred in granting summary
judgment for Subaru regarding each of the following claims: (1)
breach of the 1998 Franchise Agreement in that Subaru delayed
Wootton’s receipt of inventory, supplied Wootton with inadequate
and undesirable inventory, withheld information from Wootton, and
threatened Wootton’s termination; (2) common law fraud in that Sub-
aru induced Wootton to renew the franchise agreement through the
use of false representations about its intentions; and (3) violations of
the ADDCA and the Maryland Transportation Code. We have little
to add to the extensive and well-reasoned opinion of the district court
8 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
granting summary judgment to Subaru and see no need to repeat the
district court’s thorough analysis. See Wootton, 134 F. Supp. 2d 698.
The 1998 Franchise Agreement at issue in this case imposes few
clear obligations on Subaru, and the evidence in the record regarding
Wootton’s breach of contract allegations is insufficient to avoid sum-
mary judgment. The one provision in the 1998 Franchise Agreement
that does address the delivery of vehicles is a broad exculpatory
clause, which "covers all contingencies, foreseen and unforeseen,
from acts of God to business mismanagement." Id. at 706; see Stan-
dard Provisions § 10.12. The 1998 Franchise Agreement is essentially
silent as to the method whereby Subaru is to allocate vehicles to its
dealers. And, the 1998 Franchise Agreement provides Subaru with
wide discretion and control over its market information. See Standard
Provisions § 18.4 (Subaru required to notify dealer of proposed
change in market representation plan after conducting market studies,
but no requirement that Subaru provide dealer with market study).
Finally, Wootton’s breach of contract claim based on an allegation of
threats of termination is not cognizable because Subaru never did in
fact terminate Wootton’s dealership.
In alleging that Subaru committed fraud, Wootton argues that in
reliance on Subaru’s promise to put Wootton in a position to meet its
sales goals, it agreed to enter into the 1998 Franchise Agreement.7
Even assuming arguendo that such a vague promise could be
enforced, Wootton’s claim fails because Wootton failed to establish
that its reliance on this "promise" was justified. See VF Corp. v.
Wrexham Aviation Corp., 715 A.2d 188, 193 (Md. 1998) (prima facie
case of fraud requires plaintiff to prove that he relied on misrepresen-
tation and reliance was justified). Subaru’s alleged "promise" was not
an insurance policy for Wootton’s success. In the May 13, 1998 Let-
ter, Subaru explicitly warns Wootton that "[t]he ultimate success of
[accomplishing your sales goal] is in your hands." Thus, it was not
reasonable for Wootton to assume otherwise.
Finally, an automobile dealer may bring suit under the ADDCA or
7
The "promise" on which Wootton allegedly relied is contained in the
May 13, 1998 Letter.
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 9
8
the Maryland Transportation Act when the automobile manufacturer
fails "to act in good faith in performing or complying with any of the
terms or provisions of the franchise, or in terminating, canceling, or
not renewing the franchise." 15 U.S.C. § 1222 (1994). "Good faith"
is defined as "the duty . . . to act in a fair and equitable manner
. . . so as to guarantee the one party freedom from coercion, intimida-
tion, or threats of coercion or intimidation from the other party:
Provided, That recommendation, endorsement, exposition, persua-
sion, urging or argument shall not be deemed to constitute a lack of
good faith." 15 U.S.C. § 1221(e) (1994).
In David R. McGeorge Car Co. v. Leyland Motor Sales, Inc., 504
F.2d 52, 55-56 (4th Cir. 1974), we construed good faith under the
ADDCA to mean more than mere unfairness in that it "must be deter-
mined in the context of actual or threatened coercion or intimidation."
For purposes of the ADDCA, only when a manufacturer’s conduct
amounts to actual or threatened coercion or intimidation does a manu-
facturer fail to act in good faith. E. Auto Distribs., Inc. v. Peugeot
Motors of Am., Inc., 795 F.2d 329, 336 (4th Cir. 1986). Moreover,
"coercion or intimidation must include a wrongful demand accompa-
nied by the threat of sanctions for noncompliance." Colonial Dodge,
8
The analysis under the Maryland Transportation Act is substantially
the same as the analysis under the ADDCA. See, e.g., Colonial Dodge,
Inc. v. Chrysler Corp., 11 F. Supp. 2d 737, 744 (D. Md. 1996), aff’d, 121
F.3d 697 (4th Cir. 1997) (coercion under both the state statute and the
ADDCA embody same concept and same analysis applies); Cemar, Inc.
v. Nissan Motor Corp., 713 F. Supp. 725, 730 (D. Del. 1989) (same anal-
ysis applies to ADDCA and Maryland Transportation Act claims); Ant-
werpen Dodge, Ltd. v. Herb Gordon Auto World, Inc., 699 A.2d 1209,
1219 (Md. Ct. Spec. App. 1997) ("concept of coercion [under Maryland
Transportation Act] similar to that utilized in the [ADDCA]"). In addi-
tion, the Maryland Transportation Act defines coercion and lack of good
faith using the same terms as the ADDCA. Compare Md. Code Ann.,
Transp. § 15-207(a)(2)(ii) ("‘Coerce’ does not include to argue,
urge, recommend, or persuade"), with 15 U.S.C. § 1221(e)
("[R]ecommendation, endorsement, exposition, persuasion, urging or
argument shall not be deemed to constitute lack of good faith.").
10 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
Inc. v. Chrysler Corp., 11 F. Supp. 2d 737, 743 (D. Md. 1996), aff’d,
121 F.3d 697 (4th Cir. 1997).9
After reviewing the entire record, we are drawn to the same conclu-
sion as the district court: "[E]ven if Subaru threatened termination,
such threats were not causally related to any wrongful act or
demand." Wootton, 134 F. Supp. 2d at 717. Thus, we find no revers-
ible error in the district court’s well-reasoned opinion granting sum-
mary judgment to Subaru.
IV. Motion to Dismiss
We review dismissals for failure to state a claim de novo, taking
the facts as stated in the complaint as true. GE Inv. Private Placement
Partners II v. Parker, 247 F.3d 543, 548 (4th Cir. 2001). This court
should not affirm a Rule 12(b)(6) motion unless "it is clear that no
relief could be granted under any set of facts that could be proved
consistent with the allegations." Id. (internal citations omitted).
In its SAC, Wootton identifies fifteen (excluding sub-parts) alleged
material breaches of the 1998 Franchise Agreement by Subaru. In its
March 17, 2000 Order, the district court dismissed, pursuant to Rule
12(b)(6), eight of these claims. On appeal, and at oral argument,
Wootton essentially challenges the district court’s dismissal of two of
these claims: ¶ 101(a) of its SAC alleging that Subaru engaged in an
unfair, discriminatory, and anti-competitive allocation of new vehi-
9
The majority of our sister circuits have adopted the wrongful demand
requirement. See Bob Willow Motors, Inc. v. Gen. Motors Corp., 872
F.2d 788, 796 (7th Cir. 1989) (failure to act in good faith "requires a
wrongful demand enforced by coercion or intimidation"); Dreiling v.
Peugeot Motors of America, Inc., 850 F.2d 1373, 1379 (10th Cir. 1988)
(same); Empire Volkswagen Inc. v. World-Wide Volkswagen Corp., 814
F.2d 90, 95-96 (2d Cir. 1987) (same); Wallace Motor Sales, Inc. v. Am.
Motor Sales Corp., 780 F.2d 1049, 1056 (1st Cir. 1985) (same); Am.
Motor Sales Corp. v. Runke, 708 F.2d 202, 207 (6th Cir. 1983) (same);
H.C. Blackwell Co. v. Kenworth Truck Co., 620 F.2d 104, 107 (5th Cir.
1980) (same); Francis Chevrolet Co. v. Gen. Motors Corp., 602 F.2d
227, 229 (8th Cir. 1979) (same); Autohaus Brugger, Inc. v. Saab Motors,
Inc., 567 F.2d 901, 911 (9th Cir. 1978) (same); Rea v. Ford Motor Co.,
497 F.2d 577, 585 (3d Cir. 1974) (same).
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 11
cles scheme; and ¶ 101(b) of its SAC, alleging that Subaru afforded
an unfair, unmerited, and anti-competitive advantage to Wootton’s
competitors by providing Wootton’s competitors with a larger quan-
tity of inventory including the choicest selling models and colors.
Wootton strenuously argues in its brief and at oral argument that
this discriminatory allocation is evidenced by the fact that in May and
June 1998, Annapolis Subaru, one of Wootton’s competitors, had
more vehicles on its lot than Wootton did, an allegation that Wootton
claims it sufficiently plead in its SAC. The district court, however,
concluded that this allegation fails to state a claim upon which relief
may be granted because, even if such an allegation was proven true,
the fact that Wootton’s competitor had more vehicles than Wootton
at specific points in time fails to allege any allegations, that if proven,
would establish that Wootton was entitled to receive more vehicles
than its competitors in light of Wootton’s "inventory levels and sales
performance." In other words, the district court found that because
Wootton alleged no factual basis for a claim that it was not treated on
"proportionately equal terms" as its competitors, its breach of contract
claims alleging inequitable distribution of inventory failed to state a
claim upon which relief may be granted.
Even if we were to assume arguendo that Wootton’s SAC, which
alleges that Annapolis Subaru had more vehicles on its lot in May and
June 1998 than Wootton did, was sufficient to state a claim upon
which relief could be granted,10 we nevertheless find no reversible
error. The heart of Wootton’s complaint is that it received an unfair
allocation of vehicles both in relation to its sales objectives (i.e., SAC,
¶ 101(a)) and its competitors (i.e., SAC, ¶ 101(b)). In arguing that
these "unfair" allocations were a breach of contract, Wootton must
rely on Section 11.3 of the Standard Provisions, which requires Sub-
aru to allocate its products "equitably," using such factors as prior "in-
ventory levels and sales performance."
Wootton’s first claim that it received an unfair allocation of vehi-
cles in relation to its sales objectives (i.e., SAC, ¶ 101(a)), which was
dismissed by the district court pursuant to Rule 12(b)(6), was actually
10
We need not reach this question, however, and therefore express no
opinion on this issue.
12 WOOTTON ENTERPRISES v. SUBARU OF AMERICA
extensively litigated by the district court at the summary judgment
stage. In particular, the district court’s analysis of Wootton’s unfair
allocation of vehicles claim spans some four pages and concludes that
Wootton failed to demonstrate that it received anything other than the
inventory to which it was entitled to receive under the 1998 Franchise
Agreement based on Wootton’s past sales and inventory levels. Woot-
ton, 134 F. Supp. 2d at 707-11. Thus, even though the district court
dismissed Wootton’s unfair allocation claim (i.e., SAC, ¶ 101(a)) at
the 12(b)(6) stage, this claim remained at the center of Wootton’s
complaint and was fully litigated at the summary judgment stage.
Finding no error in the district court’s conclusion that Wootton
received the number of vehicles that it was entitled to receive, we find
no reversible error.
For similar reasons, we find no reversible error in the district
court’s Rule 12(b)(6) dismissal of Wootton’s second claim that it
received an unfair allocation of vehicles in relation to its competitors
(i.e., SAC, ¶ 101(b)). In particular, under the terms of the 1998 Fran-
chise Agreement, the only way in which Wootton’s claim that it
received fewer vehicles than its competitors could be sustained would
be if Wootton were able to demonstrate that it received fewer vehicles
than it was entitled to receive, while its competitors received more
vehicles than they were entitled to receive. Thus, this claim leads us
right back to the same question that Wootton was afforded the oppor-
tunity to litigate, i.e., did Wootton receive all of the vehicles to which
it was entitled under the 1998 Franchise Agreement. Because Woot-
ton failed to demonstrate that it was entitled to receive more vehicles
than it actually received, it is irrelevant whether Wootton was
afforded the opportunity to litigate the question whether Wootton’s
competitors received more vehicles than Wootton. Even if Wootton
had been afforded the opportunity to demonstrate that its competitors
received more vehicles than it did, Wootton remains unable to dem-
onstrate actual injury because it received all of the vehicles to which
it was entitled. Thus, even if the district court’s decision to dismiss
Wootton’s claim alleging that it received fewer vehicles than its com-
petitors at the 12(b)(6) stage was in error, any error was harmless. See
Fed. R. Civ. P. 61 (no error or defect in any ruling or order, or in any
action by the court, is grounds for disturbing a judgment or order
unless failing to do so would be inconsistent with substantial justice).
WOOTTON ENTERPRISES v. SUBARU OF AMERICA 13
In addition, having reviewed the record and the district court’s
opinion, we find no reversible error in the district court’s decision dis-
missing Wootton’s numerous other claims for failure to state a claim
upon which relief may be granted. Finally, we find that the district
court did not abuse its discretion regarding the scope of discovery or
in denying Wootton’s motion to compel. See Wells v. Liddy, 186 F.3d
505, 518 n.12 (4th Cir. 1999).
V. Conclusion
For the foregoing reasons, we affirm the judgments of the district
court in all respects.
AFFIRMED