River Valley Truck Center, Inc. v. Interstate Companies

OPINION

HANSON, Justice.

Respondent Interstate Companies, Inc., d/b/a Interstate Detroit Diesel, is the exclusive wholesale distributor of Detroit Diesel engines and parts in a region that includes Minnesota. Appellant River Valley Truck Center, Inc. sells heavy-duty trucks manufactured by International Truck and Engine Corp. and also was an authorized Detroit Diesel dealer. In 2002, International stopped offering Detroit Diesel engines as an option in its new heavy-duty trucks. In response, Interstate notified River Valley that its Detroit Diesel dealership agreements would not be renewed. River Valley brought an action under Minnesota’s Heavy and Utility Equipment Manufacturers and Dealers Act (HUEMDA), Minn.Stat. §§ 325E.068-.0684 (2004), claiming that Interstate did not have “good cause” for nonrenewal. The district court denied River Valley’s motion for permanent injunctive relief and entered summary judgment for Interstate. The court of appeals affirmed. River Valley Truck Ctr., Inc. v. Interstate Cos., Inc., 680 N.W.2d 99 (Minn.App.2004). We likewise affirm.

As a wholesale distributor, Interstate appoints a network of Detroit Diesel dealers to engage in aftermarket operations relating to Detroit Diesel engines. Generally, any dealer for a truck manufacturer that offers Detroit Diesel engines as an option in its products is eligible to become a Detroit Diesel dealer. Historically, all of the major heavy-duty truck manufacturers offered their customers a choice of various engines, including Detroit Diesel, Cum-mins, and Caterpillar. Consequently, most of the heavy-duty truck dealers in Interstate’s region became Detroit Diesel dealers.

For its International truck dealerships in Mankato and New Ulm, River Valley signed “Detroit Diesel Dealer Agreements” with Interstate to become an authorized Detroit Diesel dealer. Interstate renewed River Valley’s dealership agreements through 2002. Under the dealership agreements, River Valley could purchase Detroit Diesel engines and parts at reduced dealer pricing and River Valley was authorized to perform warranty service work on Detroit Diesel engines.

In April 2002, as a result of a confluence of forces — a general downturn in the economy, global consolidation in the heavy-duty trucking industry, and new emission standards for diesel engines — International announced its decision to stop offering Detroit Diesel engines as an option in new trucks, effective in October 2002, and directed its dealers to “begin immediately converting [their] customers to Cummins or Caterpillar.” Interstate acknowledges that International’s decision to stop offering Detroit Diesel engines “was not met with approval” by many International dealers. According to Interstate, the Detroit Diesel Series 60 engine was “the number one selling heavy duty truck engine for 10 years.” Many International dealers tried unsuccessfully to persuade International to reverse its decision.

In response to International’s decision, in November 2002, Interstate notified River Valley and other International truck dealers in the region that their Detroit Diesel dealership agreements would not be renewed for 2003. The notice to River Valley explained that because of International’s “decision not to offer the Series 60 engine after September 30, 2002,” “your Dealership will no longer be able to meet” the sales and promotion responsibilities of the dealership agreements and “therefore you cannot be in compliance with the agreements.”

River Valley requested that Interstate withdraw the notice of nonrenewal. River Valley told Interstate that their dealership agreements were protected by HUEMDA, which provides that no equipment manufacturer “may terminate, cancel, fail to renew, or substantially change the competitive circumstances of a dealership agreement without good cause.” Minn.Stat. § 325E.0681, subd. 1 (2004).¹ River Valley claimed that Interstate did not have “good cause” to fail to renew the dealership agreements because Interstate’s decision did not “relate to any act or omission by River Valley or, indeed, anything over which River Valley has control.”

Interstate extended the termination date but refused to withdraw its notice of non-renewal, continuing to maintain that International’s decision not to include Detroit Diesel engines “makes it impossible for River Valley” to meet the obligations of a dealer to promote and sell Detroit Diesel products, and therefore “good cause exists to terminate the dealer agreements.” Interstate informed River Valley that the dealership agreements would terminate on February 20, 2003, unless River Valley could establish a relationship with another truck manufacturer that included Detroit Diesel engines as part of its product offering.² River Valley was unable to establish such a relationship.

River Valley brought this action against Interstate under HUEMDA, claiming that Interstate did not have good cause to terminate the dealership agreements. River Valley sought damages and attorney fees, as well as injunctive relief to prevent Interstate from terminating the dealership agreements. See Minn.Stat. § 325E.0684 (2004) (describing remedies available under HUEMDA).

River Valley moved for a permanent injunction, and Interstate cross-moved for summary judgment. The parties agreed that the district court could decide the issues summarily on the facts presented, without a trial, and the district court treated the two motions as cross-motions for summary judgment.³ In an “Order for Judgment Re: Injunctive Relief,” the district court denied River Valley’s request for permanent injunctive relief and ordered that summary judgment be entered for Interstate. The district court concluded that Interstate had good cause to terminate the dealership agreements because River Valley had “participate[d] in driving Detroit Diesel out of business.” However, the district court temporarily enjoined Interstate from terminating the dealership agreements pending the resolution of any appeals.

The court of appeals considered River Valley’s appeal as one from summary judgment and affirmed, concluding Interstate had good cause for the nonrenewal of River Valley’s dealership agreements. River Valley Truck Ctr., Inc., 680 N.W.2d at 106-07. The court held that, “as a matter of law, good cause existed for Interstate to not renew its dealership agreements with River Valley,” based on International’s decision to stop offering Detroit Diesel engines as an option in new trucks and International’s decision to encourage dealers to convert their customers from the purchase of Detroit Diesel engines to the purchase of other engines. Id. at 107.

We granted River Valley’s petition for further review and focused our inquiry on (1) whether, as a matter of contractual interpretation, River Valley has failed to substantially comply with the dealership agreements such that good cause for non-renewal may be found; and, if so, (2) whether, as a matter of statutory construction, Interstate was precluded by HUEM-DA from relying on River Valley’s noncompliance because it was the result of circumstances outside of River Valley’s control. On appeal from summary judgment, we determine whether there are any genuine issues of material fact and whether the district court erred in its application of the law. Vlahos v. R & I Constr. of Bloomington, Inc., 676 N.W.2d 672, 676-77 (Minn.2004).

I.

We first examine Minn.Stat. § 325E.0681, subd. 1, which requires an “equipment manufacturer” such as Interstate to demonstrate “good cause” to “terminate, cancel, fail to renew, or substantially change the competitive circumstances of a dealership agreement.” The statute defines “good cause” as a “failure by an equipment dealer to substantially comply with essential and reasonable requirements imposed upon the dealer by the dealership agreement, if the requirements are not different from those requirements imposed on other similarly situated dealers by their terms.” I'd⁴

Interstate’s notice of nonrenewal cited River Valley’s noncompliance with “the specific Dealer requirements” in section 2.2.1 of the dealership agreements, entitled “Sales and Promotion Responsibilities,” which provides:

Dealer shall actively and effectively promote the sale of Products and Parts to owners and users of Products and to other potential customers located in Dealer’s Area of Responsibility. Dealer shall also advertise and promote its Dealer Operations and shall participate in sales, service and parts promotional programs recommended by Distributor and shall utilize and display reasonable quantities of literature and materials promoting Products and Parts.

If Dealer represents an OEM [original equipment manufacturer], Dealer shall promote the sale, and maintain in stock an appropriate number, of such OEM products equipped with Products.

The dealership agreements define an original equipment manufacturer (OEM) as “[a] manufacturer of vehicles or equipment which utilize or incorporate Products.” “Products” are “[n]ew or remanu-factured engines which are or have been marketed by or for Company [Detroit Diesel] and for which Dealer [River Valley] is appointed by Distributor [Interstate].” “Parts” are “[n]ew parts or remanufac-tured parts which are marketed by or for [Detroit Diesel] for use on, or in connection with, Products.”

Interstate first argues that River Valley failed to comply with the second paragraph of section 2.2.1, which, according to Interstate, requires River Valley to promote the sale of an OEM product that contains a Detroit Diesel engine. But the language in this paragraph is merely conditional, stating that if the dealer represents an OEM that offers Detroit Diesel engines, the dealer shall promote the sale and maintain in stock an appropriate number of such OEM products equipped with Detroit Diesel engines. This language cannot reasonably be read as a requirement that the dealer represent an OEM, and the sales and promotion responsibilities in this paragraph fall out of the agreements if the dealer does not represent an OEM that offers Detroit Diesel engines. Although River Valley did represent an “OEM,” as defined in the agreements, when International was making trucks that could incorporate Detroit Diesel engines, International no longer qualifies as an “OEM” because new International trucks can no longer accommodate Detroit Diesel engines. Therefore, the sales and promotion responsibilities in the second paragraph of section 2.2.1 no longer apply to River Valley.

But we separately examine whether River Valley failed to comply with the requirement in the first paragraph of section 2.2.1 to “actively and effectively promote the sale” of new or remanufactured Detroit Diesel engines and new or remanu-factored Detroit Diesel parts. In the context of the entire dealership agreements, we conclude that the parties intended the two paragraphs of section 2.2.1 to be independent of each other. By stating that the “dealer shall” take certain actions, the first paragraph imposes absolute contractual duties. By using the word “if’ to describe OEM representation, the second paragraph imposes conditional contractual duties. The absence of the condition that would trigger duties under the second paragraph does not relieve River Valley of its absolute duties under the first paragraph.

River Valley argues that it can fulfill the intent of the first paragraph without representing an OEM that offers Detroit Diesel engines because it can still sell Detroit Diesel parts and replacement engines to owners of trucks with Detroit Diesel engines, and can still perform warranty and other service work on trucks equipped with Detroit Diesel engines. But, when we view the agreements as a whole, we read the first paragraph as requiring River Valley to promote the sale of Detroit Diesel engines in each of two ways: (1) as part of the sale of new trucks to new owners and (2) through the sale of replacement engines to current owners. In fact, Interstate argues that the sale of new trucks with Detroit Diesel engines is the life blood of its business because, without it, the population of trucks requiring Detroit Diesel parts and service, or replacement engines, would ultimately dwindle to nothing.⁵ Thus, River Valleys inability to sell new trucks with Detroit Diesel engines prevents it from “actively and effectively” promoting the sale of such engines. And the fact that River Valley is able to comply with some other essential requirements of the agreements — i.e., selling replacement engines to current owners — does not eliminate good cause for nonrenewal if it cannot comply with this essential requirement.

It is true that the dealership agreements did not require River Valley to meet a specific quota of sales of Detroit Diesel engines or prohibit River Valley from selling trucks that included other engines. In other words, River Valley’s duty to “actively and effectively promote the sale of [Detroit Diesel engines]” was not made exclusive by the agreements, which allow River Valley to also promote the sale of other engines. In fact, when River Valley was initially made a dealer it was known that it sold International Trucks that could also contain Cummins or Caterpillar engines, at the customer’s choice.

But the critical distinction is that before International decided to eliminate Detroit Diesel engines from its trucks, River Valley could promote the inclusion of Detroit Diesel engines in its International Truck sales. Now, it cannot. After October 2002, so long as River Valley represents International as its sole OEM, River Valley cannot possibly promote the sale of Detroit Diesel engines in new truck sales. To the contrary, International specifically directed River Valley to “begin immediately converting your customers to Cummins or Caterpillar engines.”⁶

Accordingly, we hold as a matter of law that River Valley has failed to substantially comply with the dealership agreements.

II.

River Valley argues that International’s decision to stop offering Detroit Diesel engines as an option in its new trucks was beyond River Valley’s control and therefore cannot constitute good cause for nonrenewal under HUEMDA. For support, River Valley references Minn. Stat. § 325E.0682(b)(4) (2004), which states that a manufacturer violates HUEMDA if it fails to renew a dealer “based on the results of a natural disaster, a labor dispute, or other circumstance beyond the dealer’s control.” We construe the words of a statute according to their plain meaning. Astleford Equip. Co. v. Navistar Int’l Transp. Corp., 632 N.W.2d 182, 188 (Minn.2001). The application of a statute to undisputed material facts presents a legal issue that we review de novo. Lefto v. Hoggsbreath Enters., Inc., 581 N.W.2d 855, 856 (Minn.1998).

We disagree with River Valley’s arguments for two reasons. First, we read the “other circumstance” language to only refer to a dealer’s temporary inability to perform, such as that caused by a natural disaster. Second, we agree with the court of appeals that River Valley’s failure to comply with the dealer agreements was not beyond its control because it could have cured its noncompliance by discontinuing its representation of International and/or establishing a relationship with another manufacturer that can accommodate Detroit Diesel engines.

By combining the catch-all “other circumstance” language with natural disasters and labor disputes, which typically involve circumstances of a temporary duration, it appears that the legislature did not intend that circumstances of a permanent or indefinite duration would be included within the scope of section 325E.0682(b)(4). This conclusion is bolstered by a decision from the Eighth Circuit Court of Appeals and by the language in similar statutes from neighboring states. See S. Implement Co., Inc. v. Deere & Co., 122 F.3d 503, 508 (8th Cir.1997) (holding that changes in the manufacturer’s relationship with the franchisee were not a “natural disaster” or among the “other circumstances beyond the dealer’s control” that would trigger the application of the Arkansas Farm Equipment Retailer Franchise Protection Act, which is comparable to HUEMDA); see also Iowa Code § 322F.7(7)(a) (2004) (including drought, flood, and economic recession as among “conditions beyond the dealer’s control”); N.D. Cent Code. § 51-07-01.2(5) (2004) (including “sustained drought or other natural disaster in the dealership market area” as examples of a “circumstance beyond the farm equipment dealer’s control”).

This reading of section 325E.0682(b)(4) is also bolstered by the Wisconsin Supreme Courts interpretation of the Wisconsin Fair Dealership Law (WFDL), on which HUEMDA was apparently patterned. See Astleford Equip. Co., 632 N.W.2d at 188 (examining Wisconsin precedent regarding language similar to HUEMDA). In Ziegler Co., Inc. v. Rex-nord, Inc., decided one year before HUEMDA took effect in Minnesota, the Wisconsin court held that an equipment manufacturers changed economic circumstances can constitute “good cause” for altering its relationship with its dealers and for failing to renew a dealership agreement with any dealer who refuses to comply with the manufacturers changes, as long as the changes are essential, reasonable and nondiscriminatory. 147 Wis.2d 308, 433 N.W.2d 8, 11-12 (1988); accord Morley-Murphy Co. v. Zenith Elecs. Corp., 142 F.3d 373, 377 (7th Cir.1998). The purpose of WPDL, according to the Wisconsin court, was to “equalize the power of grantors and dealers,” and not “to insulate dealers from all economic reality.” Ziegler Co., Inc., 433 N.W.2d at 12. The court rejected the argument that a manufacturer “must subordinate those problems — regardless how real, how legitimate, or how serious — in all respects and permanently if the dealer wishes to continue the dealership.” Id. at 11. The court noted that “the Wisconsin legislature could not have intended to impose an eternal and unqualified duty of self-sacrifice upon every grantor that enters into a distributorship-dealership agreement.” Id.

We find the reasoning of the Wisconsin court to be persuasive. Requiring Interstate to put River Valley’s interests ahead of its own, perhaps permanently, appears to be contrary to the purpose of HUEM-DA and would effectively eliminate the authority given to manufacturers in HUEMDA to not renew for “good cause.” See Minn.Stat. § 325E.0681. We conclude that the actions of International permanently, or at least indefinitely, made it impossible for River Valley to comply with the requirement to promote the sale of Detroit Diesel engines in new trucks so long as International is its only OEM.

Further, we agree with the court of appeals’ observation that the actions of International prevented River Valley from complying with the dealer agreements only so long as International was River Valley’s sole OEM. Those actions did not prevent River Valley from discontinuing its representation of International and seeking to represent another OEM that included Detroit Diesel engines in new trucks. It may well be, as the dissent argues, that this was not a practical or desirable solution for River Valley, but that does not mean that it was beyond River Valley’s control. Thus, even though River Valley could not control International, it did have the theoretical ability to return to compliance with the dealer agreements by securing another OEM. This was the cure specified in Interstate’s notice of nonrenewal.

For these reasons, we hold that HUEM-DA does not preclude Interstate from basing the nonrenewal of River Valley’s dealership agreements on the inability of River Valley to sell new trucks that contain Detroit Diesel engines.

Affirmed.

Dissenting, ANDERSON, RUSSELL A., PAGE, JJ., and BLATZ, C.J.

1 . HUEMDA was enacted in 1989 to provide protection to heavy and utility equipment dealers with regard to their dealership agreements with heavy and utility equipment manufacturers, who have inherently superior economic power when negotiating dealership agreements. Astleford Equip. Co. v. Navistar Int’l Transp. Corp., 632 N.W.2d 182, 191 (Minn.2001); Act of May 26, 1989, ch. 267, §§ 1-6, 1989 Minn. Laws 907, 907-10. Interstate does not dispute the applicability of HUEMDA. For purposes of HUEMDA, the terms "heavy and utility equipment,” "heavy equipment,” or "equipment” mean "equipment and parts for equipment including but not limited to * * * trucks and truck parts.” Minn.Stat.. § 325E.068, subd. 2(2) (2004); see also Minn.Stat. § 325E.068, subds. 6 & 7 (2004) (defining "truck” and “truck parts”).

2 . Interstate’s initial notice of nonrenewal, dated November 18, 2002, did not provide 90 days' prior written notice of the nonrenewal and did not "provide that the dealer has until expiration of the notice period in which to cure a claimed deficiency,” as required by HUEMDA under these circumstances. See Minn.Stat. § 325E.0681, subd. 2. In a subsequent letter from Interstate's counsel, Interstate extended the termination date to February 20, 2003.

3 . The record of the parties’ agreements is not completely clear as to whether the court was to use a summary judgment standard (no genuine issues of material fact) or to weigh the evidence and make findings of disputed facts. Because the record does not clearly authorize the district court to resolve disputed fact issues on the basis of the written submissions, we will view the parties’ agreements as authorizing the court to treat their motions as cross-motions for summary judgment.

4 . In addition, HUEMDA enumerates eight specific circumstances involving the dealer, which also may establish good cause, including (1) significant changes in the ownership structure of the dealer without the manufacturer's consent; (2) bankruptcy; (3) change in the dealer's location without the approval of the manufacturer; (4) default on security agreements with the manufacturer; (5) failure to operate for seven consecutive days; (6) conviction affecting the dealer's relationship with the manufacturer; (7) conduct that is injurious to customers or the general public; and (8) consistent failure to meet market penetration requirements. Minn.Stat. § 325E.0681, subd. l(a)-(h). None of these circumstances is involved here.

5 . As Interstate points out, distributors such as Interstate perform the majority of service on Detroit Diesel engines. Thus, while River Valley did Detroit Diesel warranty work totaling $70,000 in 2002, warranty work for all Interstate locations totaled $15 million. Interstate naturally depends on the ongoing sales of trucks with Detroit Diesel engines for its future service business.

6 . As an example of the incapacitating effect that International's requirements would necessarily have on River Valley, Interstate provided evidence that on March 27, 2002, River Valley joined representatives of International and Cummins in a meeting with the owner of Schugel Trucking Company, River Valley's largest customer. The purpose of the meeting was to persuade Schugel to buy International trucks with Cummins engines. Following the meeting, Schugel ordered 65 International trucks with Cummins engines from River Valley.