Nissan N. Am., Inc. v. Ann C. Tillman

273 So.3d 710

NISSAN NORTH AMERICA, INC.

v.Ann C. TILLMAN and Great River Nissan, LLC d/b/a Great River Nissan

NO. 2018-CC-00462-SCT

Supreme Court of Mississippi.

June 6, 2019

ATTORNEYS FOR APPELLANT: JASON H. STRONG, JACKSON, S. KEITH HUTTO, CHRISTOPHER C. GENOVESE

ATTORNEYS FOR APPELLEES: GLENN GATES TAYLOR, RIDGELAND, CHRISTY M. SPARKS, R. KENT HUDSON, NATCHEZ

BEFORE KING, P.J., COLEMAN AND BEAM, JJ.

COLEMAN, JUSTICE, FOR THE COURT:

¶1. The present appeal involves a dispute between an automobile manufacturer and a dealership. The Court must determine whether the dealer timely filed a complaint under Mississippi Code Section 63-17-73(1)(d)(iii) after the dealer received the manufacturer's notice that it would terminate the applicable dealership agreement. In determining timeliness, the Court must decide whether the statute's phrase "within the sixty-day notice period" refers to the sixty days following a dealer's receipt of its notice of termination or the sixty days within the effective date of termination.

STATEMENT OF THE CASE

¶2. The parties agree that Section 63-17-73(1)(d)(iii) requires an automobile manufacturer seeking to terminate a dealership agreement to provide a notice of termination to its dealer at least sixty days before the effective date of termination. The parties also agree that Section 63-17-73(1)(d)(iii) provides a dealer an opportunity to challenge a notice of termination by filing a verified complaint with the Mississippi Motor Vehicle Commission. The parties dispute, however, the period of time in which a dealer is required to file a complaint under Section 63-17-73(1)(d)(iii) challenging the notice of termination. Section 63-17-73(1)(d)(iii) provides that

It is unlawful and a misdemeanor:

....

(d) For a manufacturer, a distributor, a wholesaler, a distributor branch or division, a factory branch or division, or a wholesaler branch or division, or officer, agent or other representative thereof:

(iii) To terminate or cancel the franchise or selling agreement of any dealer without due cause. The nonrenewal of a franchise or selling agreement, without due cause, shall constitute an unfair termination or cancellation, regardless of the terms or provisions of such franchise or selling agreement. "Due cause" shall be defined as a breach by the dealer of a material provision of the franchise agreement which breach has not been cured within a reasonable time after the dealer has been given written notice of the breach. The burden of proving that due cause exists shall be upon the party attempting to terminate, cancel or not renew the franchise or selling agreement. The manufacturer, distributor, wholesaler, distributor branch or division, factory branch or division, or wholesaler branch or division, or officer, agent or other representative thereof shall notify a motor vehicle dealer in writing, and forward a copy of the notice to the commission, of the termination or cancellation of the franchise or selling agreement of the dealer at least sixty (60) days before the effective date thereof , stating the specific grounds for such termination or cancellation. The manufacturer, distributor, wholesaler, distributor branch or division, factory branch or division, or wholesaler branch or division, or officer, agent or other representative thereof shall notify a motor vehicle dealer in writing, and forward a copy of the notice to the commission, at least sixty (60) days before the contractual term of his franchise or selling agreement expires that the franchise or selling agreement will not be renewed , stating the specific grounds for the nonrenewal, in those cases where there is no intention to renew the franchise or selling agreement. In no event shall the contractual term of any franchise or selling agreement expire, without the written consent of the motor vehicle dealer involved, prior to the expiration of at least sixty (60) days following such written notice . Any motor vehicle dealer who receives written notice that his franchise or selling agreement is being terminated or cancelled or who receives written notice that his franchise or selling agreement will not be renewed, may, within the sixty-day notice period , file with the commission a verified complaint for its determination as to whether the termination or cancellation or nonrenewal is unfair within the purview of the Mississippi Motor Vehicle Commission Law, and the franchise agreement shall continue in effect until final determination of the issues raised in the complaint notwithstanding anything to the contrary contained in the law or in the franchise or selling agreement.

Miss. Code. Ann. § 63-17-73(1)(d)(iii) (Supp. 2018) (emphasis added).

FACTS AND PROCEDURAL HISTORY

¶3. Ann C. Tillman is the principal owner of Great River Nissan,¹ a locally owned and operated Nissan dealership in Natchez, Mississippi. On November 23, 2016, Nissan North America, Inc., notified Great River that it would terminate its dealership agreement with Great River based on unsatisfactory sales, among other reasons. Although at least sixty days' notice is required before the effective date of termination under Section 63-17-73(1)(d)(iii), Nissan and Great River's dealership agreement required at least ninety days' notice. Accordingly, Nissan advised Great River that the dealership agreement would be terminated effective ninety days from the date of Great River's receipt of the notice; therefore, the effective date of termination was set for February 21, 2017.

¶4. On February 17, 2017, Great River challenged the notice of termination by filing a verified complaint with the Commission under Section 63-17-73(1)(d)(iii). Nissan filed a motion to dismiss the complaint as untimely, claiming that the deadline to file the complaint with the Commission was within sixty days after Great River had received the notice of termination, not within sixty days of the effective date of the termination. Great River responded, arguing that its complaint was timely because it had been filed within sixty days before the effective date of termination.

¶5. The Commission held a hearing on the matter. The Commission found that Great River had received a notice of termination letter on November 23, 2016, and that Great River filed its complaint on February 17, 2017. The Commission found that Great River had "filed its [v]erified [c]omplaint outside the statutory window of sixty (60) days to file a verified complaint with the Commission" and dismissed Great River's complaint.

¶6. Great River appealed to the chancery court under Mississippi Code Section 63-17-99 (Rev. 2013). The chancery court, sitting as an appellate court, held oral argument and accepted briefs from the parties. The chancery court reversed the Commission's decision, finding that the Commission had incorrectly interpreted the statute. The chancery court wrote that it had been "presented with a narrow question of law: does the statutory language ‘within the sixty-day notice period’ refer to the earlier language in the statute that states that the minimum statutory notice period for termination is ‘sixty (60) days before the effective date’ of the termination, or does it mean sixty days after a dealer receives a notice of termination[?]"

¶7. The chancery court found that "the language ‘within the sixty-day notice period’ means, refers and was intended by the Legislature to refer to the sixty-day period before the effective date of the threatened termination." The chancery court found that the statute was unambiguous and that "the best reading of the statute is that a dealer may file a complaint within the sixty-day period before the effective date of the threatened termination of the dealership agreement."

¶8. The chancery court explained,

Sixty days before the effective date of termination is the only clearly stated and time-certain period that the Legislature used in the termination provisions of the statute. The best reading of the language in context is that the filing deadline the Legislature had in mind and intended was the sixty-day period prior to the effective date of the threatened termination.

Therefore, the chancery court found that "Great River timely filed its verified complaint with the Commission within the sixty days before the date of termination." In the alternative, the chancery court found that even were the statute ambiguous, it should be construed in favor of Great River to fulfill legislative intent. The chancery court remanded the case to the Commission for a determination on the merits of whether Nissan had due cause to terminate the dealership agreement with Great River.

¶9. Nissan appeals, framing the sole issue before the Court as follows:

Mississippi law requires a motor vehicle manufacturer to provide a notice of termination to its dealer "at least sixty (60) days before" the effective date of termination, and permits the dealer to challenge the termination by filing a Complaint "within the sixty-day notice period." The Mississippi Motor Vehicle Commission found that [Great River's] Complaint, filed eighty-six days after receiving a notice of termination, was untimely[ ] and dismissed it. Did the Chancery Court err by determining that [Great River's] Complaint was timely and reversing the Commission's decision?

¶10. Great River frames the issue as follows:

The issue before the Court is whether the phrase "within the sixty-day notice period" refers to the earlier language in the statute that states that the minimum statutory notice period for termination is "sixty (60) days before the effective date" of the termination, or does it mean sixty (60) days after a dealer's receipt of a notice of termination[?]

STANDARD OF REVIEW

¶11. An administrative agency's interpretation of a statute governing the agency's operation is a matter of law subject to de novo review. King v. Miss. Military Dep't , 245 So. 3d 404, 407-08 (¶¶ 8-13) (Miss. 2018).

ANALYSIS

Whether Great River's complaint was timely under ...