Volvo Trucks N. Am., of Volvo Grp. N. Am. LLC v. Andy Mohr Truck Ctr.

VOLVO TRUCKS NORTH AMERICA, adivision of VOLVO GROUP NORTHAMERICA LLC, Plaintiff, v. ANDY MOHR TRUCK CENTER,and ANDREW F. MOHR, Defendants.

Cause No. 1:12-cv-448-WTL-DKL

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION

September 25, 2014

ENTRY ON VARIOUS MOTIONS

Before the Court are several motions: the Plaintiff's motion for summary judgment (dkt. no. 141) and supplemental motion for summary judgment (dkt. no. 160); the Defendants' motion for summary judgment (dkt. no. 179); Andy Mohr Truck Center's motion for leave to file a second amended complaint (dkt. no. 234); the Plaintiff's motion for reconsideration (dkt. no. 245); and the Plaintiff's motion to limit expert testimony (dkt. no. 143). All motions are fully briefed, and the Court rules as follows.

I. BACKGROUND

A brief factual background of the facts of this case is necessary to fully understand the claims made in the motions pending before the Court. Additional facts will be discussed when needed below.

The facts of this case arise out of a business relationship turned sour after Plaintiff Volvo Trucks North America ("Volvo") appointed Defendant Andy Mohr Truck Center ("Mohr Truck") as a new Volvo Trucks dealer. In early 2010, then-current central Indiana Volvo Trucksand Mack Trucks dealer Shelby Howard announced that he was resigning as a Volvo Trucks franchisee. Howard had plans to obtain an International Trucks franchise and move it into the Volvo Trucks/Mack Trucks facility that Volvo helped him acquire. Much to Volvo's dismay, Howard made clear that he intended to keep his Mack Trucks franchise.

Seeing an opportunity for him to enter into the Class 8 heavy-duty truck market, Defendant Andy Mohr decided to pursue the possibility of acquiring the Volvo Trucks franchise for Indianapolis, Indiana. Specifically, Mohr was interested in combining a Volvo Trucks franchise with a Mack Trucks franchise. Mohr was, and still is, well known as a successful car dealer and businessman in the central Indiana area, operating Buick GMC, Chevrolet, Ford, Toyota, and Nissan dealerships.

Mohr met with Volvo representatives in March 2010, and submitted his Volvo Dealer Application ("the Dealer Application") on March 10, 2010. The Dealer Application included his personal background, history of his automotive group, and short and long term business plans. Among the representations made in the Dealer Application was that within 11 to 13 months from the date Mohr received the Volvo Trucks franchise, "we will be moving into a new facility with ribbon cutting and other celebratory acts associated with such a great commitment." After reviewing the Dealer Application, Volvo became "comfortable" with Mohr and his business plan.

On March 17, 2010, Mohr traveled to Greensboro, North Carolina to meet with various Volvo and Mack Trucks executives. Mohr alleges that during these meetings, Volvo executives represented that they would grant Mohr a Mack Trucks franchise in a separate transaction if Mohr first entered into a separate agreement to become a Volvo Trucks dealer ("the Mack Trucks Misrepresentation"). Specifically, Mohr alleges that the Volvo executives expressedtheir animosity toward Howard and wanted to terminate his Mack Trucks franchise so Mohr could have a single Volvo Trucks/Mack Trucks franchise. Keen on this idea, Mohr signed the Volvo Dealer Sales and Service Agreement ("the Dealer Agreement") on March 30, 2010, and opened for business as a Volvo Trucks dealer on April 20, 2010.

Unfortunately, after April 20, 2010, things turned south between Volvo and Mohr. Under the impression that he would soon be awarded a Mack Trucks franchise, Mohr began looking for property for the combined Volvo Trucks/Mack Trucks franchise; he also spent money on improving the facility where the franchise was to be housed in the meantime. It became clear sometime after July 2010 that Mohr would not be awarded a Mack Trucks franchise; the agreement Mack Trucks had with Howard did not give Volvo the right to terminate the franchise nor a right of first refusal in the event Howard wanted to sell. Mohr was told that if he wanted the Mack Trucks franchise he would have to buy it from Howard; ultimately, however, Howard sold his Mack Trucks franchise to someone else.

In addition to the Mack Trucks Misrepresentation, Mohr claims that Volvo failed to "support" him as a Volvo Trucks dealer. He alleges that because of this lack of support, he lost several would-be profitable deals, including bids for Heritage Environmental and the Indiana Department of Transportation, to other Volvo dealers.

For its part, Volvo claims that since Mohr was awarded the Volvo Trucks franchise, it has suffered from a reduced presence in the central Indiana area, has lost customers, and continues to lose market share to its competitors. It claims that promises that were made by Mohr—specifically, the promise to build a new state of the art facility for the Volvo Trucks franchise—were never kept, to Volvo's detriment.

Volvo sued Mohr Truck and Mohr on May 22, 2012; Mohr Truck sued Volvo on June 22, 2012. The cases were consolidated into the present action. Many claims have been dismissed on motions to dismiss and motions for judgment on the pleadings. Volvo has a single declaratory judgment claim remaining against Mohr Truck and Mohr. Mohr Truck has an Indiana Unfair Practices Act ("IUPA") and an Indiana Deceptive Franchise Practices Act ("IDFPA") claim, a Crime Victims Act ("CVA") claim, and a breach of contract claim pending against Volvo.

With this background in mind, the Court turns to the current motions.

II. MOTION FOR LEAVE TO FILE A SECOND AMENDED COMPLAINT

On May 13, 2014, Mohr Truck filed a motion for leave to file its second amended complaint against Volvo (dkt. no. 234). Mohr Truck seeks to add two claims: 1) a claim for unfair discrimination under the IUPA and the IDFPA; and 2) a claim based on Volvo's bad faith effort to terminate Mohr Truck under both Indiana and federal law. Not surprisingly, Volvo objects.

Federal Rule of Civil Procedure 15 provides that "a party may amend its pleading only with . . . the court's leave. The court should freely give leave when justice so requires." Fed. R. Civ. P. 15(a)(3). As Mohr Truck notes, however, since it is seeking to amend its complaint after the deadline set forth in the case management plan, see dkt. no. 56 at 3, it has to show that good cause exists for the amendment. Further, the Seventh Circuit has noted that "[a]lthough leave to amend a complaint should be freely granted when justice so requires, see Fed. R. Civ. P. 15(a), the district court need not allow an amendment when there is undue delay, bad faith, dilatory motive, undue prejudice to the opposing party, or when the amendment would be futile." Bethany Pharmacal Co., Inc. v. QVC, Inc., 241 F.3d 854, 860-61 (7th Cir. 2001). With this standard in mind, the Court turns to the two claims Mohr Truck seeks to add.

A. Price Discrimination

Mohr Truck seeks to amend its complaint to bring a claim pursuant to the IUPA/IDFPA for price discrimination. See Ind. Code § 23-2-2.7-2(5) ("It is unlawful for any franchisor . . . to . . . [d]iscriminat[e] unfairly among its franchisees[.]"). Mohr Truck's reasons for wanting to add this claim are two-fold. First, it claims that it pled a price discrimination claim in its complaint; therefore, this amendment merely seeks to "avoid any doubt in this regard [by] more explicitly plead[ing] this claim." Dkt. No. 235 at 2. Second, it claims that it has "newly discovered evidence" that was only recently brought to light during the reopened discovery period. Of course, these reasons are at odds with each other—either price discrimination has been a claim all along or it has not because Mohr Truck did not have the evidence (until recently) to bring such a claim. Both cannot be true.

With regard to the first reason, Mohr Truck is correct that it did not have to plead legal theories in its complaint. See Benuzzi v. Bd. of Educ. of City of Chicago, 647 F.3d 652, 664 (7th Cir. 2011) ("[P]laintiffs in federal court are not required to plead with precision legal theories or detailed facts."). Thus, simply because Mohr Truck did not cite to section five of the IDFPA does not mean that its complaint cannot be read to allege a claim for price discrimination. In reading Mohr Truck's complaint,¹ the Court agrees that it is broad enough to encompass a claim for price discrimination under the IDFPA and IUPA. For example, paragraph 47 alleges that "Volvo Trucks' price concessions in relation to other bids and accounts failed to provide sufficient dealer support to be competitive in the market." Similarly, paragraph 3 states that "Volvo Trucks has refused to provide Mohr Truck the support necessary to make group andcorporate sales." The Court agrees that a liberal and broad reading of these facts encompasses the allegation that Volvo's pricing was discriminatory as against him.

Volvo makes several objections to the amendment. First it argues that this Court has already rejected Mohr Truck's argument that it pled a price discrimination claim in its complaint. This is inaccurate. The magistrate judge noted in an order on discovery that "[a]s Volvo notes, this is not a price discrimination case," dkt. no. 173 at 4; however, this was not a dispositive order, nor was the issue before the Court to make that determination. This is, in fact, the first instance where this Court has the opportunity to rule on the precise issue.

Second, Volvo argues that Mohr Truck should have moved to amend its complaint "to avoid any doubt" in June 2013, when the magistrate judge first indicated her doubt that a price discrimination claim had been pled. In other words, it argues that Mohr Truck acted in a dilatory manner. The Court agrees that it would have been the best course of action for Mohr Truck to gain a firm, dispositive ruling on this issue before summary judgment motions were...