In re Ford Motor Co.

Page 1233

471 F.3d 1233

In re: FORD MOTOR COMPANY, Debtor Bayshore Ford Trucks Sales, Inc., Heintzelman's Truck Center, Inc., LJL Truck Center, Inc., Peach State Ford Truck Sales, Inc., Valley Ford Truck Sales, Inc., Plaintiffs-Appellants Westgate Ford Truck Sales, Inc., Intervenor-Appellant, v. Ford Motor Company, Defendant-Appellee.

No. 05-14254.

No. 05-14543.

No. 05-15152.

United States Court of Appeals, Eleventh Circuit.

December 11, 2006.

COPYRIGHT MATERIAL OMITTED

Wade H. Tomlinson, III, Pope, McGlamry, Kilpatrick & Morrison, Columbus, GA, for Plaintiffs-Appellants.

Bully Martin Donley, David R. Jarrett, James C. Winton, Baker & Hostetler, LLP, Houston, TX, James A. Pikl, James A. Pikl, P.C., Carey P. DeDeyn, Sutherland, Asbill & Brennan, Atlanta, Ga, John A. Corr, Stephen A. Corr, Mellon, Webster & Shelly, Doylestown, PA, for Ford Motor Co.

Appeals from the United States District Court for the Northern District of Georgia.

Before TJOFLAT and COX, Circuit Judges, and GEORGE,^* District Judge.

TJOFLAT, Circuit Judge:

This case was brought as a class action in the United States District Court for the Northern District of Georgia. Bayshore Ford Truck Sales, Inc., Heintzelman's Truck Center, Inc., LJL Truck Center, Inc., Peach State Ford Truck Sales, Inc., and Valley Ford Truck Sales, Inc. (collectively, the "Bayshore Dealers" or the "Dealers") sued Ford Motor Company ("Ford") for breach of their respective franchise agreements with Ford and for violations of federal law. They timely moved the district court to certify a class containing similarly situated Ford truck dealers. The court denied their motion. Thereafter, while the case was being prepared for trial, Westgate Ford Truck Sales, Inc. ("Westgate"), a member of the non-certified class, filed a class action law suit in an Ohio state court (the "Westgate Action").¹ The complaint contained breach of franchise agreement claims practically identical to the Dealers' claims pending before the district court. The Ohio court certified a class the district court had refused to certify—a class that, by definition, contained the Bayshore Dealers. The Bayshore Dealers, wishing to litigate their claims as class members in the Ohio case, then moved the district court to permit them to dismiss their case against Ford. The court denied their motion. In a separate order, the court, acting on Ford's motion, enjoined Westgate from prosecuting the Ohio class action and the Dealers from participating in that action as class members.

The Bayshore Dealers and Westgate now separately appeal the district court's injunction.² The Dealers' appeal challenges, in addition to the injunction, the district court's order ruling on Ford's motion in limine declaring inadmissible a report prepared by the Dealers' expert, Fred A. Kinder. The Dealers also petition this court for a writ of mandamus, asking us to order the district court to grant their motions voluntarily to dismiss their suit against Ford.³

After considering the parties' briefs and entertaining oral argument, we (1) vacate the injunction; (2) deny the Dealers' petition for writ of mandamus; and (3) dismiss for lack of pendent appellate jurisdiction the Dealers' appeal of the district court's order excluding the Kinder report.

We organize this opinion as follows. Part I sets out the factual background and procedural history of this case and the Westgate Action. Part II addresses the threshold question of whether the district court had in personam jurisdiction over Westgate. Part III considers whether, assuming that it had in personam jurisdiction over Westgate, the district court had the legal authority to enjoin the Westgate Action⁴ and to enjoin the Dealers from participating in that case as class members. Parts IV and V focus, respectively on the Dealers' petition for a writ of mandamus and the exclusion of the Kinder report. Part VI summarizes our holdings.

I.

A.

The Bayshore Dealers became Ford-authorized medium-duty and heavy-duty truck ("Medium/Heavy Truck") dealers by entering into various franchise agreements with Ford (the "Franchise Agreements").⁵ Until 1998, Ford sold truck chassis to the Dealers at wholesale prices, which the Dealers would subsequently complete, customize and resell to the public. According to the Dealers, the Franchise Agreements required Ford to publish its wholesale truck prices and discounts to all of its dealers, and to sell its trucks to those dealers only at those published prices and only with those published discounts.⁶

In the early 1980s, Ford began a new wholesale pricing system for its trucks called the Competitive Price Assistance ("CPA") program. As part of the CPA program, the Dealers allege, Ford dramatically increased its Medium/Heavy Truck wholesale prices above the level at which its dealers could sell them on the retail market. As before, Ford published its prices to all of its dealers, but it also instituted a two-tier discounting structure. The first tier provided a standard discount on the published wholesale truck price, calculated by way of a formula given by Ford to all of its dealers. The second tier provided dealers with the opportunity to appeal to Ford for an additional, case-by-case reduction in wholesale truck prices. Each dealer could submit to Ford information on the specific transaction for which the dealer sought the appeal-level price reduction. Ford would then grant or deny the request, and give its decision to the appealing dealer by facsimile, e-mail, or telephone. Ford did not send these individual pricing decisions to all of its other dealers. The Bayshore Dealers participated in this new pricing system.

B.

On July 1, 1999, the Dealers, represented by attorney James A. Pikl, challenged the CPA program by filing this law suit against Ford. In a three-count complaint,⁷ the Dealers sought damages for breach of contract, i.e., paragraph 10 of the Franchise Agreements, and for violations of the Robinson-Patman Act of 1936⁸ and the Automobile Dealers' Day in Court Act of 1956⁹ (the "Bayshore Action"). The complaint also sought the certification of a class of similarly situated dealers.

The Dealers alleged that the Franchise Agreements required Ford to sell its trucks only at those wholesale prices Ford previously published to all of its authorized Medium/Heavy Truck dealers. Through the CPA program, Ford allegedly failed in its publishing obligation by refusing to disclose appeal-level discounts, and resultant price variances, to all dealers. The Dealers also claimed that the Franchise Agreements required Ford to sell trucks of similar grade and quality only in accordance with its previously published prices, an obligation Ford allegedly disregarded by providing its dealers with individualized, appeal-level discounts. According to the Dealers, Ford's breaches affected virtually every Ford truck dealer in the United States.

The Dealers' claim under the Dealers' Day in Court Act accused Ford of controlling dealer profits, coercively and unfairly discriminating in the prices it offered dealers for trucks of similar grade and quality, and of breaching the basic fairness obligations imposed by the Act.¹⁰ Similarly the Dealers alleged that Ford's purported price discrimination was malicious and done in bad faith, thereby violating the Robinson-Patman Act. Again, the Dealers claimed that these violations negatively impacted almost every Ford Medium/Heavy Truck dealer in the United States.

On April 14, 2000, the Dealers, now proceeding on their Second Amended Complaint,¹¹ filed a motion for class certification pursuant to Federal Rule of Civil Procedure 23.¹² In their motion, the Dealers requested class certification on their breach of contract and Robinson-Patman Act claims, and proposed the following class definitions, the first pertaining to Medium/Heavy Trucks (the "Bayshore Class"), the second pertaining to the replacement parts for those trucks (the "Replacement Parts Class"):

All franchised Ford dealers within the jurisdiction of this Court who ordered and purchased from Ford any Ford Medium/Heavy Truck during model years 1990-1998. The term "Medium/Heavy Truck" is defined to be a truck classified by Ford with the designation F-600 or above.

All franchised Ford dealers within the jurisdiction of this Court who ordered and purchased from Ford any Replacement Part for Medium/Heavy Trucks during model years 1990-1998. The term "Medium/Heavy Truck" is defined to be a truck classified by Ford with the designation F-600 or above.

The Dealers did not provide a list of the Ford dealers who were purportedly "within the jurisdiction of the Court," and they offered no means by which the district court could generate such a list. In support of their motion, the Dealers averred that they met the four requirements for class certification set forth in Rule 23(a): numerosity, commonality, typicality, and adequacy of representation.¹³

The district court denied the Dealers' motion for class certification in an order dated September 5, 2000. The court quickly dispatched the Replacement Parts Class. The court noted that the Dealers' memorandum of law in support of class certification referred to this class in but one paragraph, which contained what the court regarded as vague and conclusory assertions. Without more, the court stated, it could not determine whether the CPA program was improperly conducted, how many dealers were adversely affected, or whether the allegations were typical or common to the putative class. In any event, the Replacement Parts Class suffered from the same fatal defect the court found in the Bayshore Class; the Dealers' claims were antagonistic to each others' and to those of the putative class members.

In analyzing the Dealers' request to certify the Bayshore Class, the court assumed without deciding that the class satisfied the Rule 23(a) requirements of numerosity, typicality and commonality, and focused instead on...