Lanham Ford, Inc. v. Ford Motor Co. ( 2004 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
LANHAM FORD, INCORPORATED, d/b/a 
Darcars Ford,
Plaintiff-Appellant,
v.  No. 03-1840
FORD MOTOR COMPANY,
Defendant-Appellee.

Appeal from the United States District Court
for the District of Maryland, at Greenbelt.
Peter J. Messitte, District Judge.
(CA-02-4129-8-PJM)
Argued: May 6, 2004
Decided: June 8, 2004
Before WIDENER, LUTTIG, and TRAXLER, Circuit Judges.
Affirmed by unpublished per curiam opinion.
COUNSEL
ARGUED: Brad D. Weiss, CHARAPP & WEISS, L.L.P., Washing-
ton, D.C., for Appellant. David Adam Last, SUTHERLAND,
ASBILL & BRENNAN, L.L.P., Washington, D.C., for Appellee. ON
BRIEF: Jennifer L. Rasile, CHARAPP & WEISS, L.L.P., Washing-
ton, D.C., for Appellant. Nicholas T. Christakos, SUTHERLAND,
ASBILL & BRENNAN, L.L.P., Washington, D.C., for Appellee.
2 LANHAM FORD, INC. v. FORD MOTOR COMPANY
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
PER CURIAM:
Appellant Lanham Ford, Inc. (Lanham) seeks review of the district
court’s denial of its motion to remand to state court and dismissal of
its lawsuit against appellee Ford Motor Company (Ford). After Ford
notified Lanham that it intended to terminate Lanham’s Ford fran-
chise on the basis of poor sales performance and personnel turnover,
Lanham invoked its right under its Dealer Agreement with Ford to
appeal any franchise termination decision to the Ford Policy Board.
The Policy Board, however, ultimately rejected Lanham’s claims.
Dissatisfied with this result, and claiming that its right under the
Dealer Agreement to a full, fair and objective hearing before the Pol-
icy Board had been violated by the Board’s refusal to grant Lanham
access to discovery of Ford documents, Lanham brought suit seeking
declaratory and injunctive relief against Ford in Maryland state court.
In particular, Lanham sought in its lawsuit to compel Ford to grant
Lanham a new hearing before the Ford Policy Board, and to enjoin
termination of the franchise pending the outcome of such hearing.
Ford then removed the case to the United States District Court for
the District of Maryland pursuant to 28 U.S.C. § 1441, asserting that
the district court had diversity jurisdiction over the parties. Lanham
subsequently filed a motion for remand to state court. Ford answered
not only by opposing remand, but also by moving for dismissal under
Federal Rule of Civil Procedure 12(b)(6), for failure to state a claim
upon which relief can be granted. After a hearing, the district court
issued an order and memorandum opinion denying Lanham’s motion
to remand, but granting Ford’s motion to dismiss. On Lanham’s
appeal from both of these adverse rulings, we affirm.
I.
Because the parties to this lawsuit are citizens of different states,
the district court’s denial of Lanham’s motion to remand must be
LANHAM FORD, INC. v. FORD MOTOR COMPANY 3
affirmed provided "the matter in controversy exceeds the sum or
value of $75,000." See 28 U.S.C. § 1332(a). The district court held
that the "amount in controversy" requirement was satisfied, reasoning
that the object of the litigation was the dealership itself and that the
value of the dealership was more than $75,000.
The district court erred in its conclusion that the object of the litiga-
tion was the dealership itself. Though it is doubtless true that Lan-
ham’s ultimate strategic goal is to retain the dealership and the Ford
Motor franchise, the object of the present litigation is narrower than
this goal. In the present litigation, Lanham seeks only a new hearing
before the Policy Board, with rights of full discovery, and an injunc-
tion against termination of the franchise pending completion of this
new hearing. This requested relief, and not the dealership itself, con-
stitutes the object of the present litigation.
While the value of a new hearing and temporary reprieve from ter-
mination of the franchise pending completion of that hearing is not as
readily apparent as the value of a new car with a price tag affixed, we
reject the notion that this value is "‘too speculative and immeasurable
to satisfy the amount in controversy requirement,’" Appellant’s Br. at
17 (quoting Gonzalez v. Fairgale Properties Co., 241 F. Supp. 2d
512, 518 (D. Md. 2002)). From Lanham’s perspective, the value of
this requested relief is the sum of (i) the value to Lanham of the right
to operate its Ford franchise until completion of a new hearing, and
(ii) the value to Lanham of the hearing itself, which is roughly equiv-
alent to Lanham’s chance of success at retaining its franchise by
going through this hearing, multiplied by the value of Lanham’s fran-
chise as a going business concern.
We could remand to the district court for findings as to the value
of each factor in this equation. But we do not believe that such is nec-
essary. Given that Lanham is a sizeable dealership, with total sales in
2002 in excess of $56 million and gross profits for that year in excess
of $7 million; the district court’s sound factual finding that Lanham
has a positive net worth when business goodwill is taken into account,
J.A. 210-12; and the likelihood that the completion of a new hearing
on the terms Lanham requests would take several months at least, see
J.A. 89, we are confident that the value which would be yielded by
the above-described formula would be in excess of $75,000. In the
4 LANHAM FORD, INC. v. FORD MOTOR COMPANY
unlikely event that the value of the right to operate for several addi-
tional months would not, by itself, exceed the jurisdictional threshold,
certainly the value of that right plus the value of the chance to retain
its franchise through pursuit of a new hearing would raise the amount
in controversy to a level in excess of the $75,000 required. Accord-
ingly, albeit on the alternative grounds described, we affirm the dis-
trict court’s order denying Lanham’s motion to remand.
II.
Having determined that the requirements for subject matter juris-
diction are met, we turn briefly to the merits of this case. The district
court dismissed Lanham’s claims against Ford on the basis that none
of Lanham’s contentions respecting the alleged unfairness of the Pol-
icy Board hearing stated a cause of action either for breach of the
Dealer Agreement or for breach of Maryland law:
Summing up, however minimal the Policy Board’s proce-
dures may have been, however informal the hearing before
the Board may have been, Ford Motor complied with all
procedures agreed upon by the parties. The Court cannot
require Ford Motor to do more. Accordingly, Ford Motor’s
Motion to Dismiss will be GRANTED.
J.A. 214. After considering the Dealer Agreement itself and the argu-
ments raised by the parties, we can find no fault with the district
court’s justification for ordering dismissal.
CONCLUSION
For the reasons stated herein, the judgment of the district court is
affirmed.
AFFIRMED