New Jersey Coalition of Automotive Retailers, Inc. v. Ford Motor Company ( 2024 )

NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
This opinion shall not "constitute precedent or be binding upon any court ." Although it is posted on the
internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-1051-22
NEW JERSEY COALITION OF
AUTOMOTIVE RETAILERS,
INC., a non-profit New Jersey
Corporation,
Plaintiff-Appellant,
v.
FORD MOTOR COMPANY,
d/b/a LINCOLN MOTOR
COMPANY,
Defendant-Respondent.
____________________________
Argued March 6, 2024 – Decided April 4, 2024
Before Judges Firko, Susswein and Vanek.
On appeal from the Superior Court of New Jersey, Law
Division, Mercer County, Docket No. L-0234-20.
W. Kirby Bissell (Bass Sox Mercer) of the Florida bar,
admitted pro hac vice, argued the cause for appellant
(Genova Burns, LLC, Jason T. Allen (Bass Sox Mercer)
of the Florida bar, admitted pro hac vice, and W. Kirby
Bissell, attorneys; Jennifer Borek, Jason T. Allen, and
W. Kirby Bissell, of counsel on the briefs).
Robert M. Palumbos (Duane Morris LLP) of the
Pennsylvania bar, admitted pro hac vice, argued the
cause for respondent (Duane Morris, LLP, and
Campbell Conroy & O'Neil, PC, attorneys; Robert M.
Palumbos, Andrew R. Sperl, Leah Ariel Mintz, William
Joseph Conroy, and Emily Jo Rogers, of counsel and on
the brief).
PER CURIAM
Plaintiff, New Jersey Coalition of Automotive Retailers, Inc. (NJCAR),
appeals from October 21, 2022 Law Division orders granting defendant Ford
Motor Company's (Ford) motion for summary judgment and denying plaintiff's
motion for summary judgment. NJCAR brought an action against Ford seeking
declaratory and injunctive relief, alleging Ford's Lincoln Commitment Program
(LCP) violates a provision of the New Jersey Franchise Practices Act (NJFPA
or Act), N.J.S.A. 56:10-1 to 56:10-15. The trial court found NJCAR lacked
standing under the Act to bring the lawsuit and, as a result, did not address the
remainder of the substantive arguments in the summary judgement motion
record. After carefully reviewing the record in light of the arguments of the
parties and governing legal principles, we conclude NJCAR has associational
standing to bring the action. We therefore reverse and remand for the trial court
to address the summary judgment motions on the merits.
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I.
We discern the following pertinent facts and procedural history from the
record. NJCAR is not an automotive dealership. Rather, it is a trade association
whose members are franchised new motor vehicle dealerships in New Jersey.
NJCAR provides education, training, and advocacy services to its members.
Some of its members are Lincoln dealerships.
The LCP assists dealerships with the cost of implementing various
customer amenities, such as loaner vehicles and free car washes. Ford's Lincoln
Operations Manager explained, "Ford created the [LCP] as an avenue to
compensate those dealers that wished to participate in undertaking those actions
and incurring those expenses, in the form of providing a payment to the dealer
on new vehicle sales to retail customers to help offset the costs of participation."
In January 2020, NJCAR filed a complaint against Ford, alleging the LCP
violated N.J.S.A. 56:10-7.4(h)1 because Ford's LCP payments "result[] in
1
N.J.S.A. 56:10-7.4 reads in pertinent part:
It shall be a violation of [the NJFPA] for any motor
vehicle franchisor, directly or indirectly, through any
officer, agent or employee, to engage in any of the
following practices . . .
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vehicle price differentials." NJCAR does not claim it has suffered any damages
from the LCP. Rather, it seeks declaratory and injunctive relief to vindicate the
rights of dealership members subject to the LCP.
In December 2021, both parties filed cross-motions for summary
judgment. On October 21, 2022, the trial court held a hearing after which it
denied NJCAR's summary judgment motion and granted summary judgment in
favor of Ford. The trial court issued an oral ruling, explaining in pertinent part:
The [c]ourt is not going to address every substantive
argument made by both sides in the cross-motion for
summary judgment, as the [c]ourt finds fundamentally
that there is a lack of standing in this case because of
the clear provisions of the [NJFPA]. . . .
This appeal follows. NJCAR contends it has associational standing to
raise its members' claims under the NJFPA and the trial court erred by analyzing
(h) [t]o fail or refuse to sell or offer to sell to all motor
vehicle franchisees in a line make every motor vehicle
sold or offered for sale to any motor vehicle franchisee
of the same line make, or to fail or refuse to sell or offer
to sell such motor vehicles to all motor vehicle
franchisees at the same price for a comparably equipped
motor vehicle, on the same terms, with no differential
in discount, allowance, credit or bonus, and on
reasonable, good faith and non-discriminatory
allocation and availability terms.
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statutory standing rather than associational standing. NJCAR also argues it is
entitled to summary judgment because "Ford's LCP payments to New Jersey
Lincoln dealers create bonus differentials on comparably equipped new motor
vehicles because not all New Jersey Lincoln dealers receive the same percentage
of [the Manufacturer's Suggested Retail Price] as an LCP Payment."
II.
We begin our analysis by acknowledging the foundational legal principles
governing this appeal. We review decisions granting summary judgment de
novo. Samolyk v. Berthe, 251 N.J. 73, 78 (2022). A grant of summary judgment
is appropriate if "there is no genuine issue as to any material fact" and the
moving party is entitled to judgment "as a matter of law." Rule 4:46-2(c). We
therefore "must 'consider whether the competent evidential materials presented,
when viewed in the light most favorable to the non-moving party, are sufficient
to permit a rational factfinder to resolve the alleged disputed issue in favor of
the non-moving party.'" Samolyk, 251 N.J. at 78 (quoting Brill v. Guardian Life
Ins. Co. of Am., 142 N.J. 520, 540 (1995)).
With respect to the issue of standing, in O'Shea v. N.J. Schs. Const. Corp.,
we explained:
Standing is an aspect of justiciability. Flast v. Cohen,
392 U.S. 83, 98-99, 101 (1968). While we do not
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render advisory opinions or function in the abstract, our
courts have historically taken a liberal approach to the
issue of standing. See Crescent Park Tenants Ass'n v.
Realty Equities Corp. of N.Y., 58 N.J. 98, 101 (1971).
Standing may be found as long as the parties seeking
relief have a sufficient personal stake in the controversy
to assure adverseness and the controversy is capable of
resolution by the courts. Id. at 103-04. Our Supreme
Court has recognized the standing of associations to
litigate on behalf of their constituencies, id. at 106. . . .
[388 N.J. Super. 312, 318 (App. Div. 2006).]
In N. Haledon Fire Co. No. 1 v. Borough of N. Haledon, we explained
when and in what circumstances "[a]n association may have standing to seek
judicial relief in its own right or on behalf of its members." 425 N.J. Super. 615,
627 (App. Div. 2012). Specifically, "[t]o establish that it has standing, 'an
association must demonstrate that its members would have standing to sue; the
interests its seeks to maintain are germane to the purposes of the organization;
and neither the claim asserted nor the relief requested requires individual
participation by the association's members.'" Id. at 627-28 (quoting Med. Soc'y
of N.J. v. AmeriHealth, HMO, Inc., 376 N.J. Super. 48, 55 n. 2 (App. Div. 2005)
(citing Hunt v. Wash. State Apple Adver. Comm'n, 432 U.S. 333, 343 (1977))).
III.
We next apply these associational standing elements to the matter before
us. With respect to the first prong—whether the association's members would
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have standing to bring an action under the NJFPA in their own right—we note
the parties dispute whether NJCAR's members have suffered injury. Although
we express no opinion on whether summary judgment ultimately should be
granted for either party, we are satisfied NJCAR is not seeking a mere "advisory
opinion." Rather, there appears to be a justiciable controversy so that individual
NJCAR members would have standing to bring an action under the NJFPA. See
O'Shea, 388 N.J. Super. at 318 ("Plaintiffs are not seeking an advisory opinion,
but in fact have placed before the court a sharply-focused issue in which the
organization's constituent members have a personal stake. The issue has been
presented in an adversarial context, and is capable of judicial resolution.").
With respect to prong two of the associational standing test, we conclude
that proper enforcement of the NJFPA is germane to NJCAR's purpose, which
includes advocating on behalf of its members and promoting public policies to
ensure a competitive and fair marketplace.
As to the third prong of the associational standing test, we conclude this
litigation does not require participation of individual members because NJCAR
seeks only declaratory and injunctive relief, not damages based on the alleged
violation of the statute. In Hunt, the United States Supreme Court explained:
[W]hether an association has standing to invoke the
court's remedial powers on behalf of its members
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depends in substantial measure on the nature of the
relief sought. If in a proper case the association seeks
a declaration, injunction, or some other form of
prospective relief, it can reasonably be supposed that
the remedy, if granted, will inure to the benefit of those
members of the association actually injured. Indeed, in
all cases in which we have expressly recognized
standing in associations to represent their members, the
relief sought has been of this kind.
[432 U.S. at 343 (quoting Warth v. Seldin, 422 U.S.
490, 515 (1975)).]
In sum, NJCAR meets all three prongs of the test for associational standing.
IV.
We next address defendant's argument the text of the NJFPA forecloses
an association from bringing an action. The Act provides in relevant part:
[a]ny franchisee may bring an action against its
franchisor for violation of this act in the Superior Court
of the State of New Jersey to recover damages sustained
by reason of any violation of this act and, where
appropriate, shall be entitled to injunctive relief. Such
franchisee, if successful, shall also be entitled to the
costs of the action including but not limited to
reasonable attorney's fees.
[N.J.S.A. 56:10-10.]
The Act defines a "[f]ranchisee" as "a person to whom a franchise is offered or
granted." N.J.S.A. 56:10-3(d).
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Defendant is correct the Act does not expressly authorize an association
to bring an action on behalf of its members who are franchisees. But nor does
the Act explicitly preclude associational standing. In view of New Jersey's
"liberal" standing jurisprudence when there is real dispute between parties that
have a real interest, see O'Shea, 388 N.J. Super. at 318, we decline to apply the
"canon of statutory construction, expressio unius est exclusio alterius—
expression of one thing suggests the exclusion of another left unmentioned."
DiProspero v. Penn, 183 N.J. 477, 495 (2005) (quoting Brodsky v. Grinnell
Haulers, Inc., 181 N.J. 102, 112 (2004)).
We add that in N.J. Coal. of Auto. Retailers v. DaimlerChrysler Motors
Corp., NJCAR—the same plaintiff as in the matter before us—alleged
"DaimlerChrysler [was] interfering with the rights of NJCAR members to secure
the rights afforded them under the [NJFPA]. . . ." 107 F.Supp.2d 495, 498
(D.N.J. 1999). Among other arguments, DaimlerChrysler argued NJCAR lacked
standing to sue on behalf of the dealers. Ibid.The district court addressed the associational standing argument in a
footnote, explaining:
The first prong [of associational standing] is satisfied
because members of NJCAR would have standing to
bring this claim. Our decision granting the preliminary
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injunction application would not change if the case had
been brought by an individual dealer.
The second prong is satisfied because NJCAR is
a trade association, made up of New Jersey motor
vehicle retailers, and "routinely takes action on behalf
of its members in areas of common interest, including
participation in legislative and judicial proceedings."
Accordingly, the interests of dealers in asserting their
statutory rights under the NJFPA is germane to
NJCAR's purpose. Finally, the third prong is met as the
participation of individual members is not required in
this action for injunctive relief. See Warth v. Seldin,
422 U.S. 490, 515 (1975).
[Id. at 501 n.5 (internal citation omitted).]
While the district court's published opinion is not binding on us, we find it to be
persuasive on the standing question.
Finally, with respect to standing, we address defendant's argument that:
NJCAR cannot have it both ways. It cannot both rely
on the standing of its members to claim associational
standing but then deny Ford the opportunity to assert
defenses specific to those members. If one of NJCAR's
Lincoln-affiliated members had brought identical
claims against Ford in a stand-alone lawsuit, there is no
doubt that Ford would be able to assert a complete
defense to that action if the franchisee was in material
breach of the franchise agreement. See N.J.[S.A.]
56:10-9.2
2
N.J.S.A. 56:10-9 provides "[i]t shall be a defense for a franchisor, to any action
brought under this act by a franchisee, if it be shown that said franchisee has
failed to substantially comply with requirements imposed by the franchise and
other agreements ancillary or collateral thereto."
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Our review of the record fails to show Ford alleged that any Lincoln
dealerships that are members of NJCAR, much less all of them, materially
breached their agreements. In these circumstances, Ford's argument does not
preclude associational standing to bring an action for declaratory and injunctive
relief.
V.
As noted, the trial court's summary judgment ruling in defendant's favor
was based on NJCAR's lack of standing. The court did not make findings of
fact and conclusions of law with respect to whether there is a genuine issue of
material fact in dispute. We decline to exercise original jurisdiction to decide
whether summary judgment is appropriate based on the present record. Estate
of Doefler v. Fed. Ins. Co., 454 N.J. Super. 298, 301-02 (App. Div. 2018)
("Although our standard of review from the grant of a motion for summary
judgment is de novo . . . our function as an appellate court is to review the
decision of the trial court, not to decide the motion tabula rasa."); Price v.
Himeji, LLC, 214 N.J. 263, 294 (2013) (Rule 2:10-5 "allow[s an] appellate court
to exercise original jurisdiction to eliminate unnecessary further litigation , but
discourage[s] its use if factfinding is involved.") (alterations in original)
(quoting State v. Santos, 210 N.J. 129, 142 (2012)). Accordingly, we remand
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for the trial court to decide the parties' cross-motions for summary judgment on
the merits.
Reversed and remanded for further proceedings in accordance with this
opinion. We do not retain jurisdiction.
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