Wayzata Nissan, LLC v. Nissan North America, Inc., Stephen J. McDaniels , 2016 Minn. LEXIS 54 ( 2016 )

STATE OF MINNESOTA
IN SUPREME COURT
A14-1652
Court of Appeals Wright, J.
Wayzata Nissan, LLC,
Appellant,
vs. Filed: February 17, 2016
Office of Appellate Courts
Nissan North America, Inc.,
Respondent,
Stephen J. McDaniels, et al.,
Respondents.
______________________
Christopher W. Madel, Aaron R. Thom, Nicole S. Frank, Robins Kaplan LLP,
Minneapolis, Minnesota, for appellant.
John Rock, Bruce L. Gisi, Rock Law LLC, Minneapolis, Minnesota; and
William N. Berkowitz, Brandon L. Bigelow, Caleb J. Schillinger, Seyfarth Shaw LLP,
Boston, Massachusetts, for respondent Nissan North America, Inc.
Timothy J. Grande, Patrick C. Summers, DeWitt Mackall Crounse & Moore S.C.,
Minneapolis, Minnesota, for respondents Stephen J. McDaniels, et al.
______________________
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SYLLABUS
1. A challenge to the proposed relocation of a motor vehicle dealership under
the Minnesota Motor Vehicle Sale and Distribution Act, Minn. Stat. §§ 80E.01-.17
(2014), is not rendered moot by the relocation and operation of the dealership.
2. The notice requirement of Minn. Stat. § 80E.14, subd. 1, applies on the date
that a manufacturer develops an intention to authorize the relocation of a motor vehicle
dealership.
3. The exception for the “relocation of an existing dealer” in Minn. Stat.
§ 80E.14, subd. 1, does not apply when the relocated dealership will be operated by a
new dealer.
Affirmed in part, reversed in part, and remanded.
OPINION
WRIGHT, Justice.
In May 2014, motor vehicle manufacturer Nissan North America, Inc. (Nissan)
and prospective Nissan dealer Stephen McDaniels1 sought to relocate a Nissan dealership
from Bloomington to a location 7.6 miles from a dealership operated by appellant
Wayzata Nissan, LLC (Wayzata). Wayzata challenged the relocation under the
Minnesota Motor Vehicle Sale and Distribution Act (MVSDA), Minn. Stat.
1
Two corporate entities owned by McDaniels—EP Motors, Inc. and McEP
Investments, LLC—also were involved in the transactions at issue in this case. Because
the distinction between these three respondents is not germane to this appeal, we refer to
EP Motors, McEP Investments, and McDaniels collectively as “McDaniels.”
2
§§ 80E.01-.17 (2014), and later moved for a temporary restraining order and a good-
cause hearing pursuant to Minn. Stat. § 80E.14, subd. 1. The district court denied
Wayzata’s motion, concluding that the planned relocation fell within the exception in
section 80E.14, subdivision 1, for the “relocation of an existing dealer.” The court of
appeals affirmed. We conclude that (1) this appeal is not moot even though the
relocation at issue already has occurred; (2) the notice and good-cause requirements of
Minn. Stat. § 80E.14, subd. 1, apply on the date that a manufacturer develops an intention
to relocate a dealership; and (3) the existing-dealer exception does not apply when the
relocation of a dealership is accompanied by a change in the person or entity operating
the dealership. Accordingly, we affirm the court of appeals’ decision on mootness,
reverse on the merits, and remand to the district court for further proceedings consistent
with this opinion.
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
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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.
Wayzata filed an action against Nissan and McDaniels in Hennepin County
District Court and subsequently moved for a temporary restraining order pursuant to the
MVSDA. Specifically, Minn. Stat. § 80E.14, subd. 1, requires a motor vehicle
manufacturer to notify an existing dealer of the intention to establish or relocate a
dealership to a location within 10 miles of the existing dealer’s dealership. The existing
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dealer may then obtain a temporary injunction until a court determines that the
establishment or relocation of the dealership is supported by good cause. Minn. Stat.
§ 80E.14, subd. 1. But the “relocation of an existing dealer” is not subject to the notice
and good-cause requirements of the statute. Id. Nissan and McDaniels contended that
Nissan planned to relocate an “existing dealer” and, therefore, Wayzata had no right to
challenge the relocation.
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
5
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 Minn. Stat. § 80E.17, which provides that “any person whose
business or property is injured by a violation” of the MVSDA “may bring a civil action to
enjoin further violations and to recover the actual damages sustained.”
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).
6
In its motion for a temporary restraining order, Wayzata sought to prevent Nissan
and McDaniels from establishing or operating the Eden Prairie dealership pending the
district court’s good-cause determination. On appeal, Wayzata seeks a remand for further
proceedings, including a good-cause hearing. If the district court on remand decides that
Nissan lacked good cause to relocate the Bloomington dealership, the district court could
award Wayzata relief under Minn. Stat. § 80E.17. Thus, effective relief is available, and
this appeal is not moot.
III.
Turning to the merits, this appeal requires us to interpret Minn. Stat. § 80E.14,
subd. 1. The interpretation of a statute presents a question of law, which we review
de novo. Ekdahl v. Indep. Sch. Dist. No. 213, 851 N.W.2d 874, 876 (Minn. 2014).
We begin with an overview of the statute. The MVSDA regulates contracts
between manufacturers and dealers of new motor vehicles. Minn. Stat. § 80E.02.
Minnesota Statutes § 80E.14, subd. 1, imposes requirements on a manufacturer that seeks
to enter into a franchise establishing an additional dealership or relocating an existing
dealership. In relevant part, the statute provides:
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.
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Minn. Stat. § 80E.14, subd. 1. A “relevant market area” encompasses a 10-mile radius
around an existing dealership. Id. Within 30 days of receiving notice, an affected
dealership may commence a civil action challenging the relocation. Id. After a civil
action is filed, “the manufacturer shall not establish or relocate” the proposed dealership
until the district court finds that the establishment or relocation is supported by good
cause. Id. But the notice and good-cause requirements do not apply to the “relocation of
an existing dealer” within the “area of responsibility” described in the dealer’s franchise
agreement when the proposed relocation site is within five miles of the existing dealer’s
current location and is not within five miles of another dealer of the same line make. Id.
It is undisputed that the relocation of the Eden Prairie dealership is within five miles of its
former Bloomington location and is more than five miles from the Wayzata dealership.
The issue in this case is whether, on the date that notice was required, Nissan intended to
relocate an “existing dealer” pursuant to the exception.
A.
Minnesota Statutes § 80E.14, subd. 1, exempts the “relocation of an existing
dealer” from the statute’s notice and good-cause requirements. Because the notice
requirement and its exception must operate on the same date, the district court first
addressed the date on which the statute requires notice. The district court held that the
plain language of Minn. Stat. § 80E.14, subd. 1, requires notice on the date that the
manufacturer develops an intention to establish or relocate a dealership. In the present
8
case, the district court found that Nissan developed the requisite intention on May 8,
2014—the date of Nissan’s letter to Wayzata—at the latest.
The court of appeals disagreed. Under the court of appeals’ holding, the notice
requirement and existing-dealer exception of Minn. Stat. § 80E.14, subd. 1, apply on the
date of the physical relocation of a dealership, not on the date that the manufacturer
develops an intention to relocate a dealer. See Wayzata Nissan, 865 N.W.2d at 82 (“The
plain language of the statute requires that we consider the status of the relocating dealer
at the time of the relocation. Nothing in the statute requires or suggests examination of
the legal status of the relocating dealer at any point other than at the time of relocation.”).
Thus, the court of appeals determined that notice was required on November 1, 2014—
the date that McDaniels completed the relocation of the Bloomington dealership to Eden
Prairie. See id. (stating that McDaniels was an “existing dealer” at “the time of the
relocation in November 2014” because McDaniels “had operated as a Nissan dealer in
Bloomington for over three months”).
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.
9
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, Minn. Stat. § 645.08(1) (2014), and consider a statute
“as a whole so as to harmonize and give effect to all its parts,” In re UnitedHealth Grp.
Inc., 754 N.W.2d 544, 563 (Minn. 2008). When the language of a statute is plain and
unambiguous, we presume that the plain meaning is consistent with legislative intent.
Allan v. R.D. Offutt Co., 869 N.W.2d 31, 33 (Minn. 2015).
We need look no further than the plain language of Minn. Stat. § 80E.14, subd. 1,
to discern its meaning. The statute contains four phrases relevant to our analysis. The
notice requirement provides that when “a manufacturer seeks to enter into a franchise” to
relocate a dealership, “the manufacturer shall . . . first notify” each affected dealer “of the
intention” to relocate the dealership. Minn. Stat. § 80E.14, subd. 1 (emphasis added).
And the existing-dealer exception refers to “the proposed relocation site.” Id. (emphasis
added). These provisions plainly require a manufacturer to notify a dealer of the
“intention” to relocate an existing dealership before the manufacturer “seeks to enter”
into a contract to relocate the dealership. See id.
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.” Id. (emphasis added). “Franchise” is defined as “the written agreement or
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contract” between a manufacturer and a dealer that “grants to the dealer the right to
market motor vehicles and which purports to fix the legal rights and liabilities of the
parties to the agreement or contract.” Minn. Stat. § 80E.03, subd. 8. Accordingly, the
statute plainly requires notice when a manufacturer seeks to enter into a contract
authorizing the relocation of a dealership. It is irrelevant whether the manufacturer was
the first party to propose the relocation.
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
11
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,” Minn. Stat. § 80E.03,
subd. 3. Wayzata interprets the word “dealership,” which is undefined in the statute, to
mean the business and assets of a dealer. In response, Nissan and McDaniels cite
provisions of the MVSDA that appear to use the words “dealer” and “dealership”
interchangeably. See, e.g., Minn. Stat. §§ 80E.09, subd. 1 (referring to both the rights of
a dealer and “the extent the dealership makes other use of the property”), 80E.11, subd. 1
(referring to the “ownership . . . of a dealer”), 80E.14, subd. 1 (stating that “a dealership
may commence a civil action”). To determine whether the existing-dealer exception
applies, we must decide whether the district court correctly concluded that the Legislature
used the words “dealer” and “dealership” synonymously in the MVSDA.
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
12
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 Minn. Stat. § 80E.14, subd. 1, we begin our analysis by addressing the
relevant definitions of “dealer” and “dealership.” The definitions provided in the
MVSDA apply throughout Minn. Stat. §§ 80E.01-.17 “unless the context otherwise
requires.” Minn. Stat. § 80E.03, subd. 1. The MVSDA defines “dealer” as
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.
Id., subd. 3. Statutes often use the word “person” to describe corporations and other
business entities. See Minn. Stat. § 645.44, subd. 7 (2014) (stating that in statutes,
“ ‘[p]erson’ may extend and be applied to bodies politic and corporate, and to
partnerships and other unincorporated associations”); Magnusson v. Am. Allied Ins. Co.,
290 Minn. 465, 474, 189 N.W.2d 28, 34 (1971). Accordingly, the relevant statutory
definition of “dealer” is a person or entity engaged in the business of selling new motor
vehicles pursuant to a franchise with a manufacturer.
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
13
of a dealer, Webster’s Third New International Dictionary, Unabridged 581 (2002); or a
dealer’s “trading establishment,” 4 The Oxford English Dictionary 297 (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., Minn. Stat. §§ 80E.07,
subd. 1(a) (referring to a “change in ownership of the . . . dealer’s dealership”), 80E.12(f)
(referring to the “means by . . . which the dealer finances the operation of the
dealership”), 80E.13(j) (referring to a dealer’s transfer or assignment of a dealership),
80E.135, subd. 1a(1) (referring to contracts that require a dealer to “establish or maintain
exclusive dealership facilities”).
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
Minn. Stat. § 80E.14, subd. 1. We conclude that it does, because the exception expressly
uses the word “dealer.” The Legislature intended for the statutory definition of “dealer”
to apply throughout the MVSDA “unless the context otherwise requires.” Minn. Stat.
§ 80E.03, subd. 1 (emphasis added). Nothing in the context of the existing-dealer
exception requires us to ignore the statutory definition of “dealer.”
And, setting aside the Legislature’s instruction that the definitions in the MVSDA
apply throughout the chapter “unless the context otherwise requires,” id., we have
ignored a statutory definition only when applying the definition would violate our canons
of statutory interpretation. See Rick, 835 N.W.2d at 483. Applying the statutory
definition of “dealer” to the existing-dealer exception does not violate any principles of
14
statutory interpretation. To the contrary, the word “dealer” is followed by the phrase
“within its area of responsibility.” Minn. Stat. § 80E.14, subd. 1. The phrase “its area of
responsibility” only makes sense when preceded by a reference to a person or entity—in
other words, a dealer.
We conclude that the phrase “existing dealer” in Minn. Stat. § 80E.14, subd. 1,
refers to the person or entity that is operating a dealership on the date that the
manufacturer develops a definite intention to relocate the dealership. On May 8, 2014,
Nissan intended to approve the relocation of the Bloomington dealership to Eden Prairie.
By the terms of the asset purchase agreement that precipitated the relocation, the
relocated dealership was not to be operated by Feldmann—the entity that was operating
the dealership on May 8. Rather, the relocated dealership would be operated by a new
dealer—McDaniels. Accordingly, the existing-dealer exception did not apply to the
relocation of the Bloomington dealership, and Wayzata was entitled to notice and a good-
cause hearing.
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,
15
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
Minn. Stat. § 645.17(1) (2014). But this canon of construction applies only to ambiguous
statutes, except in the “exceedingly rare case in which the plain meaning of the statute
‘utterly confounds’ the clear legislative purpose of the statute.” Schatz v. Interfaith Care
Ctr., 811 N.W.2d 643, 651 (Minn. 2012) (quoting Weston v. McWilliams & Assocs., Inc.,
716 N.W.2d 634, 639 (Minn. 2006)).
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 Minn. Stat. § 80E.14, subd. 1, prioritizes the interests of existing dealers
over the interests of new dealers. The Legislature could have created the existing-dealer
exception to accommodate dealers that have occupied a particular geographic area, but
find it necessary to slightly shift their location. That an existing dealer, but not a new
dealer, may take advantage of the existing-dealer exception certainly does not confound
any clear legislative purpose.
VI.
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
16
appeals’ decision on the merits. We hold that Minn. Stat. § 80E.14, subd. 1, requires
notice on the date that a manufacturer develops an intention to authorize the
establishment or relocation of a dealership. We further hold that the existing-dealer
exception applies only to the “relocation of an existing dealer,” Minn. Stat. § 80E.14,
subd. 1, and that an “existing dealer” is the person or entity operating the dealership at the
time that the manufacturer develops the requisite intention, Minn. Stat. § 80E.03, subd. 3.
Because McDaniels was not an “existing dealer” on the date that Nissan developed a
definite intention to authorize the relocation of the Bloomington dealership, the existing-
dealer exception does not apply. We, therefore, remand to the district court for further
proceedings consistent with this opinion.
Affirmed in part, reversed in part, and remanded.
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