Moore Chrysler, Inc. v. Thornhill Motor Car, Inc.

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MOORE CHRYSLER, INC., Plaintiff Below, Petitioner v. THORNHILL MOTOR CAR, INC., d/b/a THORNHILL CHRYSLER DODGE JEEP RAM, Defendant Below, Respondent

No. 23-ICA-431

West Virginia Intermediate Court of Appeals

October 1, 2024

(Cir Ct. of Logan Cnty. Case No. 22-C-50)

MEMORANDUM DECISION

Petitioner Moore Chrysler, Inc., ("Moore") appeals the August 30, 2023, order of the Circuit Court of Logan County which granted Thornhill Motor Car, Inc., d/b/a Thornhill Chrysler Dodge Jeep Ram's ("Thornhill") motion for summary judgment in this claim brought pursuant to West Virginia Code §§ 17A-6A-1 to -18 (2015). Thornhill filed a timely response.^[1] Moore filed a reply.

This Court has jurisdiction over this appeal pursuant to West Virginia Code § 51-11-4 (2024). After considering the parties' arguments, the record on appeal, and the applicable law, this Court finds there is error in the lower tribunal's decision but no substantial question of law. This case satisfies the "limited circumstances" requirement of Rule 21(d) of the Rules of Appellate Procedure for reversal in a memorandum decision. For the reasons set forth below, the circuit court's decision is affirmed, in part, and reversed, in part.

On February 18, 2021, Moore filed its Verified Complaint Petition for Declaratory Judgment, and Motion for Injunctive Relief against Thornhill in Mingo County Circuit Court. Moore's Complaint alleged that, under West Virginia Code §§ 17A-6A-1 to -18, it was a "new motor vehicle dealer" with its "established place of business" in Williamson, West Virginia, selling new Fiat Chrysler automobiles, including vehicles marketed under the Chrysler, Dodge, Jeep, and Ram brands.

In 2018, Fiat Chrysler requested Moore waive its rights under West Virginia Code § 17A-6A-12 and agree that Fiat Chrysler could allow another new Chrysler, Dodge, Jeep, and Ram dealership to be placed nearby at the Fountain Place Mall in Logan, West Virginia. The location would be within Moore's "relevant market area," as defined by West Virginia Code § 17A-6A-3(15). Moore refused to waive its rights and allow another dealership within its "relevant market area." After Moore's refusal Fiat Chrysler informed Moore that Thornhill would be given a new dealership in Logan, but outside the "relevant market area" as defined in the statute. Thereafter Thornhill began operating a new Chrysler, Dodge, Jeep, and Ram dealership from a service garage on Dingess Street in Logan, West Virginia, and a new sales office from a temporary location in a mobile home on Stratton Street in Logan. Thornhill eventually relocated the mobile home sales office to the Fountain Place Mall in Logan, where it sold new vehicles on a gravel lot within Moore's relevant market area.

Moore alleged that Fiat Chrysler was statutorily obligated to provide notice to Moore before it allowed Thornhill to relocate the Stratton Street sales office to the Fountain Place Mall per West Virginia Code § 17A-6A-12(2), but Fiat Chrysler failed to do so. Moore also claimed that Thornhill attempted to use the temporary Dingess Street and Stratton Street locations as a ruse to relocate to the Fountain Place Mall and deprive Moore of its statutorily protected "relevant market area."

Moore's complaint alleged that Thornhill was improperly engaging in the operation of a new Chrysler, Dodge, Jeep, and Ram dealership within Moore's relevant market area and in violation of West Virginia law, and asserted causes of action for constructive fraud and tortious interference. The complaint sought injunctive and declaratory relief, and monetary and punitive damages.

On March 16, 2021, Thornhill filed a motion to dismiss for improper venue under West Virginia Rule of Civil Procedure 12(b)(3) which was denied by order entered June 29, 2021. On July 14, 2021, Thornhill filed a motion to refer the case to the Business Court Division and the court stayed discovery pending resolution of the motion. On November 3, 2021, Thornhill filed a Petition for a Writ of Prohibition challenging the June 29, 2021, denial of the motion to dismiss. On November 18, 2021, the circuit court stayed all proceedings pending resolution of the writ of prohibition.

On April 26, 2022, the Supreme Court of Appeals of West Virginia ("SCAWV") granted Thornhill's writ of prohibition on the basis of improper venue under Rule 12(b)(3) of the West Virginia Rules of Civil Procedure. See Thornhill Motor Car, Inc. v. Thompson, 246 W.Va. 581, 874 S.E.2d 693 (2022). SCAWV found that "because venue for Moore's action is proper in Logan County under the general venue statute, § 56-1-1, [rather than specific venue based on the location of the dealership under the Dealership Act] we grant Thornhill's request for relief in prohibition and direct the Circuit Court of Mingo County to transfer venue of the action to Logan County." Id. at 588, 874 S.E.2d at 700. On May 26, 2022, the Mandate issued.

The underlying civil action was transferred from Mingo to Logan County Circuit Court by Order Transferring Venue entered September 15, 2022, and such transfer was retroactively applied to May 4, 2022. Approximately a week after the Mandate was issued, on June 3, 2022, Thornhill filed its motion for summary judgment. Moore filed its response on August 24, 2022, and a hearing was held on August 30, 2022. The parties submitted proposed orders with findings of fact and conclusions of law on September 16, 2022.

On October 21, 2022, and February 1, 2023, Moore's counsel submitted letters to the court requesting entry of an order on Thornhill's pending motion for summary judgment. On June 28, 2023, at the request of Moore's counsel, the circuit court convened a status conference and advised the parties from the bench that an order on the pending motion for summary judgment would be entered by July 10, 2023, but no order followed. On August 11, 2023, Moore filed a Petition for a Writ of Mandamus seeking to compel the circuit court to render a decision on the pending motion for summary judgment. On August 30, 2023, the court entered an order finding no genuine issue of fact to be tried and granting Thornhill's motion for summary judgment. SCAWV then entered an order refusing the petition for the writ as moot. Moore now appeals the order granting summary judgment.

Our standard of review for a grant of summary judgment is de novo. Syl. Pt. 1, Painter v. Peavy, 192 W.Va. 189, 451 S.E.2d 755 (1994) ("A circuit court's entry of summary judgment is reviewed de novo."). We apply the same standard as the circuit court, in that, "[a] motion for summary judgment should be granted only when it is clear that there is no genuine issue of fact to be tried and inquiry concerning the facts is not desirable to clarify the application of the law." Syl. Pt. 1, Williams v. Precision Coil, Inc., 194 W.Va. 52, 459 S.E.2d 329 (1995) (citations and quotations omitted).

On appeal, Moore raises five assignments of error alleging that the circuit court erred in granting summary judgment because (1) genuine issues of material fact remained in dispute and the court incorrectly applied the pertinent legal standard (2) summary judgment was premature; (3) it failed to consider and rule on Moore's independent tort claim of constructive fraud; (4) it failed to consider and rule on Moore's independent tort claim of tortious interference; and (5) it misconstrued and incorrectly interpreted West Virginia Code §§ 17A-6A-1, et seq. Underpinning all these arguments is the assertion that the circuit court used faulty reasoning in ruling that the complaint against Thornhill...