West Colo. Motors v. General Motors

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.
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, section 13-80-111, C.R.S. 2018, which
tolls the applicable statute of limitations when the original action
has been terminated for lack of jurisdiction, may be used to revive a
nonjusticiable claim. The division concludes that because section
13-80-111 is not itself a source of subject matter jurisdiction, and
because it only contemplates revival of an otherwise untimely
lawsuit in instances where the previous dismissal for lack of subject
matter jurisdiction has arisen from a curable defect, section 13-80-
111 cannot be employed to revive a nonjusticiable claim.
The division further concludes that section 13-80-111(1)
requires a plaintiff to act diligently to revive a claim and that for a
new complaint to qualify as a “new action upon the same cause of
action” the initial lawsuit must have provided timely notice to the
defendant that the plaintiff had a present purpose to maintain the
plaintiff’s rights before the courts.
Accordingly, the division affirms the holding of the district
court.
COLORADO COURT OF APPEALS 2019COA77
Court of Appeals No. 18CA0741
Douglas County District Court No. 17CV30861
Honorable Paul A. King, Judge
West Colorado Motors, LLC, d/b/a Autonation Buick GMC Park Meadows,
Plaintiff-Appellant,
v.
General Motors, LLC,
Defendant-Appellee.
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,
Denver, Colorado, for Defendant-Appellee
¶1 Plaintiff West Colorado Motors, LLC, d/b/a Autonation Buick
GMC Park Meadows (Park Meadows), appeals the district court’s
order dismissing its complaint against defendant, General Motors,
LLC (GM), as barred by the statute of limitations. We affirm.
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 Alpine’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 Title 12, Article 6, Part
1 of the Colorado Revised Statutes (the Dealer Act), Park Meadows
“sought a stay of the relocation of Alpine, a hearing and a judgment
as to the reasonableness of GM’s approval of Alpine’s relocation,
1
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
alternative, it sought a declaratory judgment and order compelling
the Executive Director to “‘undertake a hearing or other activity’ . . .
to determine whether the proposed relocation of Alpine was
reasonable or unreasonable under section 12-6-120.3[, C.R.S.
2014].” Id. at ¶ 9. 1
¶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
section 12-6-120.3(4)(b)(II) “[t]he court of appeals has initial
jurisdiction to review all final actions and orders that are subject to
judicial review of the executive director,” the district court granted
the defendants’ motions to dismiss.
1 The controlling statutes have been relocated and substantially
amended since 2014. They are now codified at sections 44-20-101
to -142, C.R.S. 2018.
2
¶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 Director’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, section 12-6-
120.3(4)(a), allowed Park Meadows to bring “an action or proceeding
before the executive director or a court.” Id. at ¶ 49. This
disjunctive phrasing, the division concluded, meant that a dealer in
Park Meadows’ position could seek relief from the Executive
Director or a state district court, but not both. Id. The division
therefore held that, by opting to seek relief from the Executive
Director first, Park Meadows stripped the district court of subject
matter jurisdiction over any subsequent request for relief that the
Executive Director was also empowered to grant. Id.
¶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.
3
¶6 After the mandate was issued, and apparently having failed to
prevent Alpine from moving into what it maintained was its
territory, Park Meadows 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
section 12-6-122(3), C.R.S. 2014, which Park Meadows asserts
entitles it to compensation for all damages resulting from GM’s
allegedly unreasonable approval of Alpine’s relocation (the statutory
damages claim); and (2) breach of the dealership agreement
between Park Meadows and GM.
¶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
§ 13-80-101(1)(a), C.R.S. 2018 (establishing three-year statute of
limitations for breach of contract); § 13-80-102(1)(i), C.R.S. 2018
(establishing two-year statute of limitations for statutory damages
claim).
¶8 Park Meadows responded by amending its complaint to assert
that “[i]n accordance with the remedial revival statute,
4
§ 13-80-111[, C.R.S. 2018], Park Meadows filed this action on
September 14, 2017, less than 90 days after the previous dismissal
for lack of subject-matter jurisdiction.” GM again moved to dismiss,
and the district court granted the motion. In a detailed written
order, the district court concluded that “[b]ecause the claim
asserted in this litigation is for monetary damages not previously
made and because of the findings of the Executive Director, . . .
[s]ection 13-80-111 cannot serve to permit the Plaintiff to bring its
statutory violation claim.” As for Park Meadows’ claim for breach of
contract, the district court concluded that because “this claim was
never brought in the original action filed in Denver[,] . . . [s]ection
13-80-111 cannot be used as a basis to permit this claim to be filed
outside the statute of limitations.”
¶9 Park Meadows now appeals, arguing that section 13-80-111
applies to both of its claims for relief, and that its new lawsuit
against GM should therefore be deemed timely. We conclude that
we need not consider whether Park Meadows’ claim for statutory
damages qualifies for revival under section 13-80-111 because we
hold that W. Colo. Motors I — which neither party challenges —
controls the disposition of Park Meadows’ statutory claim. With
5
respect to the claim for breach of contract, we hold that section 13-
80-111(1) does not apply because that claim is not “upon the same
cause of action” as Park Meadows’ original lawsuit. Although we
acknowledge that the same event triggered both lawsuits, Park
Meadows’ claim for breach of contract did not arise from the same
set of operative facts as its demand for relief under the Dealer Act.
We thus affirm the district court’s order dismissing Park Meadows’
complaint.
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.
6
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 section 13-80-111 to Park Meadows’ request for statutory
damages. We conclude that because section 13-80-111 is not itself
a source of subject matter jurisdiction, it cannot be employed to
revive Park Meadows’ statutory claim.
A. Section 13-80-111
¶ 13 Section 13-80-111, titled “Commencement of a new action
upon involuntary dismissal,” states in relevant part as follows:
(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
7
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 called, 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, section 13-80-111(1) “tolls the
running of the applicable statute of limitations when the original
action has been terminated for lack of jurisdiction.” Nguyen v.
Swedish Med. Ctr., 890 P.2d 255, 256 (Colo. App. 1995). The
statute “reflects a legislative intent to enable litigants to avoid
hardships which might result from strict adherence to the
provisions of statutes of limitations” in cases where a litigant
diligently pursues claims from the time that they are discovered.
Soehner, 642 P.2d at 28. What section 13-80-111 does not do,
however, is invite piecemeal litigation by a plaintiff that chooses to
8
parcel out its grievances in dribs and drabs. Consistent with the
principles of stability and finality underlying Colorado’s statutes of
limitations, the remedial revival statute cannot be used as a means
for excusing a plaintiff’s failure to diligently and timely prosecute
known claims.
¶ 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 accomplish 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.”).
9
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 revival 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 section 13-
80-111 only contemplate revival of an otherwise untimely lawsuit in
instances where the previous dismissal for lack of subject matter
jurisdiction arose from a curable defect. This occurs most often
when a plaintiff mistakenly files a claim in federal court that asserts
a question arising under state law and does not establish federal
subject matter jurisdiction. See, e.g., Phillips v. Beethe, 679 P.2d
10126, 127-28 (Colo. App. 1984) (applying remedial revival statute to
medical malpractice claims dismissed from United States District
Court for lack of subject matter jurisdiction). Section 13-80-111(1)
accounts for this situation by permitting a plaintiff which finds
itself in such a situation to file “a new action upon the same cause
of action” in a court that has subject matter jurisdiction over the
claims asserted.
¶ 19 But section 13-80-111 is not a means for skirting justiciability
problems. To be sure, while the statute creates leeway for a
plaintiff to fix and refile claims that have been dismissed for lack of
subject matter jurisdiction, the mere act of refiling is not itself such
a fix. Put another way, the remedial revival statute implicates only
the statute of limitations — it has no effect on any other bounds of
subject matter jurisdiction. “Although dismissal for lack of subject
matter jurisdiction does not adjudicate the merits of the claims
asserted, it does adjudicate the court’s jurisdiction.” Sandy Lake
Band of Miss. Chippewa v. United States, 714 F.3d 1098, 1103 (8th
Cir. 2013); see also Kulinski v. Medtronic Bio-Medicus, Inc., 112 F.3d
368, 373 (8th Cir. 1997) (dismissal of the plaintiff’s complaint
without prejudice for lack of subject matter jurisdiction would
11
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 matter jurisdiction
over its statutory claims — having been settled in W. Colo. Motors I,
and going unchallenged here — cannot be remedied or avoided by a
new process. In W. Colo. Motors I, ¶¶ 49-50, a division of this court
held that by seeking a ruling on the reasonableness of GM’s
approval of Alpine’s relocation from the Executive Director in the
first instance, Park Meadows deprived the district court of subject
matter jurisdiction over that claim. Yet despite the instant
complaint’s reliance on precisely the same alleged statutory
violation — GM’s ostensibly unreasonable approval of Alpine’s
12
move, contrary to section 12-6-120.3(1.5) — Park Meadows does
not contest W. Colo. Motors I’s jurisdictional analysis.
¶ 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 section 12-6-120.3(1.5)
must establish as a threshold matter that the manufacturer’s
approval of a “motor vehicle dealer facility initial site location or
relocation request” was unreasonable. Absent that showing, Park
Meadows is not entitled to any relief under section 12-6-120.3(1.5).
But as W. Colo. Motors I held, Park Meadows’ decision to seek relief
from the Executive Director closed the jurisdictional door to the
district court’s consideration of the reasonableness of GM’s
decision. Park Meadows does not ask us to revisit that
jurisdictional analysis, and, in any event, we see no compelling
reason to do so. Consequently, because the defect in subject
matter jurisdiction that led to the dismissal of Park Meadows’
statutory claim cannot be cured by refiling, we hold that the
remedial revival statute does not apply to that claim.
13
IV. Application of the Remedial Revival Statute to Park Meadows’
Claim for Breach of Contract
¶ 22 We next address Park Meadows’ 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. § 13-80-111(1). While W. Colo.
Motors I deprives the district court of subject matter jurisdiction
over Park Meadows’ statutory claims, it has no bearing on Park
Meadows’ claim for breach of contract. All parties likewise agree
that Park Meadows’ first complaint was terminated for lack of
jurisdiction and that it filed its new complaint within ninety days
after the termination of that action. The parties disagree, however,
as to whether Park Meadows’ new lawsuit is a “new action upon the
same cause of action.” Accordingly, if the complaint is “upon the
14
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.
15
¶ 25 Colorado adopted its first version of the remedial revival
statute in 1868, repealed it in 1961, and then passed a slightly
reworded version in 1971. No version has defined “cause of action.”
¶ 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.
16
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
17
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., § 13-80-106(2), C.R.S. 2018 (extending statute of limitations
for product liability actions for minors and those who are “mentally
incompetent, imprisoned, or absent from the United States at the
time the cause of action accrues and [are] without spouse or
natural or legal guardian”); § 13-80-118, C.R.S. 2018 (tolling
statute of limitations for period that potential defendant “is out of
18
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 General 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: section 13-80-111 is a remedial statute
and should therefore be construed liberally to effectuate its
purpose. Id. Courts interpreting similar legislation in other states
thus generally recognize that “the form of the action is not
dispositive,” Kulinski v. Medtronic Bio-Medicus, Inc., 577 N.W.2d
499, 504 (Minn. 1998), and that good-faith filing mistakes will not
19
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 section
13-80-111 is determining whether “by invoking judicial aid [in the
original action], a litigant [has] give[n] timely notice to his adversary
of a present purpose to maintain his rights before the courts.”
Gaines v. City of New York, 109 N.E. 594, 596 (N.Y. 1915). This
statement contemplates two conditions: diligence by the plaintiff
and notice to the defendant, both of which are critical to ensuring
that claims are timely and fairly heard. Ensuring that the remedial
revival statute is not invoked by a plaintiff who has slept on its
rights — or against a defendant who has thus not received timely
notice of the nature of the claims against it — will prevent section
13-80-111 from “swallow[ing] entirely the ordinary restrictions of a
statute of limitation.” Furnald, 804 N.W.2d at 276.
¶ 34 To that end, the remedy created by statutes like section 13-80-
111 is, as the Iowa Supreme Court put it in Furnald, “narrow and
sharp, not broad and blunt.” Id. at 283. We agree with this view
and hold that section 13-80-111 should be applied only where
20
(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 of 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.” § 13-80-108(6), C.R.S. 2018 (emphasis
added). The record establishes that Park Meadows was fully aware
of the contractual implications of GM’s actions by the time it filed
its administrative complaint with the Executive Director. Yet rather
than asserting breach of contract in the first complaint that it filed
in the district court — or even filing an entirely new, timely
complaint and having it stayed pending the outcome of its statutory
claim — Park Meadows waited more than three years after the
alleged breach to seek judicial relief. Under these circumstances,
21
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 violated it. Instead, Park Meadows
asserted that “GM’s approval of the relocation of Alpine was
unreasonable as it infringed upon Plaintiff’s ‘[r]elevant market area’
and established a new dealer in an area that is adequately serviced
by Plaintiff with high consumer satisfaction for sales and service,”
2 Although it is not in the record before us, we take judicial notice of
Park Meadows’ complaint in W. Colo Motors I. See CRE 201(f)
(“Judicial notice may be taken at any stage of the proceeding.”);
Vento v. Colo. Nat’l Bank, 985 P.2d 48, 52 (Colo. App. 1999) (a court
may take judicial notice of the contents of court records in a related
proceeding).
22
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 C.R.S. § 12-6-120.3.”
¶ 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 section 12-6-120.3(4)(a) — which
23
precisely outlines the burden and nature of proof in a proceeding
filed under the Dealer Act. We thus conclude 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.
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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 section 13-80-111, C.R.S.
2018, does, or does not, apply.
¶ 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.
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