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West Colorado Motors, LLC v. General Motors, LLC

Court of Appeals of Colorado, Sixth Division

June 30, 2016

West Colorado Motors, LLC, d/b/a Autonation Buick GMC Park Meadows, Plaintiff-Appellant,
v.
General Motors, LLC; Alpine Buick GMC, LLC; and Barbara Brohl, as Executive Director of the Colorado Department of Revenue, Defendants-Appellees.

         City and County of Denver District Court No. 14CV34613 Honorable Catherine A. Lemon, Judge

          Lindquist & Vennum LLP, Patrick G. Compton, Denver, Colorado; Williams & Connolly LLP, Daniel Katz, Beth A. Levene, Washington D.C., for Plaintiff-Appellant

          Wheeler Trigg O'Donnell LLP, Mark T. Clouatre, John P. Streelman, Webster C. Cash III, Denver, Colorado, for Defendant-Appellee General Motors LLC

          Brownstein Hyatt Farber Schreck, LLP, Jonathan G. Pray, Hannah M. Caplan, Denver, Colorado, for Defendant-Appellee Alpine Buick GMC LLC

          Cynthia H. Coffman, Attorney General, Y.E. Scott, Senior Assistant Attorney General, Austin P. Bernstein, Assistant Attorney General Fellow, Denver, Colorado, for Defendant-Appellee Barbara Brohl

          Kapelke [*] and Nieto [*] , JJ., concur.

          OPINION

          LOEB, CHIEF JUDGE.

         ¶ 1 In this case involving the relocation of an automobile dealership, plaintiff, West Colorado Motors, LLC, d/b/a Autonation Buick GMC Park Meadows (Park Meadows), appeals two district court orders dismissing its claims against defendants General Motors, LLC (GM), Alpine Buick GMC, LLC (Alpine), and Barbara Brohl, as the Executive Director of the Colorado Department of Revenue (Executive Director), for lack of subject matter jurisdiction pursuant to C.R.C.P. 12(b)(1). Park Meadows also appeals the district court's order denying its motion for reconsideration of the court's order granting the Executive Director's motion to dismiss. We affirm.

         I. Background and Procedural History

         ¶ 2 Park Meadows is a franchised Buick and GMC automobile dealership located at 8101 East Parkway Drive, Lone Tree, Colorado. Alpine is also a franchised Buick and GMC automobile dealership and is located at 8120 W. Tufts Avenue, Denver, Colorado. GM is a manufacturer and distributor of automobiles.

         ¶ 3 This case arose after GM provided statutory notice to Park Meadows on April 22, 2014, in a written letter, that it intended to approve the relocation of the Alpine dealership from its location in Denver to a location in Littleton, Colorado. Pursuant to section 12-6-120.3(1), C.R.S. 2015, GM was required to provide at least sixty days' notice to certain of its franchised dealers if it intended to relocate an existing motor vehicle dealer to a location that was within another motor vehicle dealer's "relevant market area."

         A. Communications Between Park Meadows and the Executive Director

         ¶ 4 On June 12, 2014, pursuant to section 12-6-120.3(4)(b)(I), Park Meadows sent a letter to the Executive Director protesting GM's approval of Alpine's relocation and requesting that she conduct an investigation of the relocation, hold a hearing, and/or issue a cease and desist order. See §§ 12-6-120.3(4)(b)(I)(A)-(C). In this letter, Park Meadows argued that it had a right to bring an action before the Executive Director in order for GM to "meet its burden of proof" regarding several factors articulated in section 12-6-120.3(4)(a)(I)-(IV), and further argued that "[t]he relocation of Alpine by GM will result in a loss of sales and market share, as well as service opportunity, by [Park Meadows]." Park Meadows attached the following three documents to its letter: (1) a map showing that Alpine's relocation site was within 7.3 miles of Park Meadows' location; (2) a map showing the population of the Denver area according to the 2010 census tract; and (3) a map illustrating that Alpine's relocation site would allegedly infringe on Park Meadows' "Area of Geographic Sales and Service Advantage."

         ¶ 5 In a letter dated August 20, 2014, the Executive Director responded to Park Meadows, stating, in pertinent part, as follows:

As you know, this office has authority to investigate and resolve alleged violations of part 1 of article 6 of title 12, C.R.S., or the rules promulgated thereto. See, e.g., § 12-6-105(1)(d), C.R.S. and § 12-6-120.3(4)(b)(I), C.R.S. Your letter does not include any allegation that a violation has occurred. See, e.g., § 12-6-118(1), C.R.S. (grounds for discipline of manufacturers and distributors) and § 12-6-120, C.R.S. (unlawful acts).
Based on the information you have provided, I find no basis to proceed with an investigation or to issue a cease and desist order.

         ¶ 6 On September 1, 2014, Park Meadows sent a second letter to the Executive Director. In its second letter, Park Meadows "sought redress for GM's unreasonable approval of the relocation of Alpine, " which would result "in loss of sales, market share and service opportunities for [Park Meadows]." Park Meadows stated that GM's unreasonable approval of Alpine's relocation violated section 12-6-120.3(1.5) ("A manufacturer shall reasonably approve or disapprove of a motor vehicle dealer facility . . . relocation request within sixty days after the request . . . ."), which, in turn, also violated section 12-6-120(1)(h), C.R.S. 2015 ("It is unlawful and a violation of this part 1 for any manufacturer, distributor, or manufacturer representative . . . [t]o violate any duty imposed by, or fail to comply with, any provision of section 12-6-120.3 . . . ."). Based on these alleged violations, Park Meadows argued that it was entitled to bring an action before the Executive Director pursuant to section 12-6-120.3(4)(a) ("If a licensee . . . brings an action or proceeding before the executive director or a court pursuant to this part 1, the manufacturer shall have the burden of proof . . . ."), and again asked the Executive Director to conduct an investigation, hold a hearing, and issue a cease and desist order.

         ¶ 7 In a letter dated November 6, 2014, the Executive Director sent a second response to Park Meadows, stating as follows:

In your letter, you renewed your request that this office conduct an investigation and issue a cease and desist order, or issue a notice of charges to General Motors, LLC and hold a hearing, in connection with the proposed relocation of Alpine Buick. . . .
As I stated in my letter of August 20, 2014, this office has authority to investigate and resolve alleged violations of part 1 of article 6 of title 12, C.R.S., or the rules promulgated thereto. See, e.g., § 12-6-105(1)(d), C.R.S., and § 12-6-120.3(4)(b)(1), C.R.S. Based upon your letters of June 12 and September 1, 2014, and the attachments, I see no indication that a violation of part 1 or the rules promulgated thereto has occurred. See, e.g., § 12-6-118(1), C.R.S. (grounds for discipline of manufacturers and distributors) and § 12-6-120, C.R.S. (unlawful acts).
Therefore, based on the information you have provided, I again find no basis to proceed with an investigation, to issue a cease and desist order, or to take other action.

         B. District Court Proceedings

         ¶ 8 On December 9, 2014, Park Meadows filed a complaint in Denver District Court, alleging two claims for relief. Park Meadows' first claim for relief was directed against GM and Alpine, alleging that GM unreasonably approved Alpine's relocation in violation of section 12-6-120.3(1.5). Park Meadows sought a stay of the relocation of Alpine, a hearing and a judgment as to the reasonableness of GM's approval of Alpine's relocation, and a cease and desist order against GM and Alpine with respect to the proposed relocation.

         ¶ 9 Park Meadows' second claim for relief was brought in the alternative against the Executive Director only, stating: "If the Court determines that it does not have jurisdiction to conduct the hearing and grant the relief requested because of [Park Meadows'] prior correspondence with the Executive Director, then [Park Meadows] pleads this Second Claim for Relief as an alternative to the First Claim for Relief." Park Meadows requested a declaration from the district court that, in its June 12 and September 1 letters to the Executive Director, it had sufficiently alleged a violation of section 12-6-120.3 due to GM's allegedly unreasonable approval of Alpine's relocation, and a declaration that the Executive Director must "undertake a hearing or other activity" upon receipt of Park Meadows' protest. Park Meadows also requested that the district court issue an order pursuant to C.R.C.P. 106 compelling the Executive Director to determine whether the proposed relocation of Alpine was reasonable or unreasonable under section 12-6-120.3.

         ¶ 10 The Executive Director subsequently filed a motion to dismiss Park Meadows' second claim for relief for lack of subject matter jurisdiction pursuant to C.R.C.P. 12(b)(1) and section 12-6-120.3(4)(b)(II), which states: "The court of appeals has initial jurisdiction to review all final actions and orders that are subject to judicial review of the executive director made pursuant to this subsection (4)." The Executive Director contended that her November 6 letter constituted a "final agency action, " and, thus, any judicial review of the action must be sought in the court of appeals. Alpine filed a motion to join in the Executive Director's motion to dismiss.

         ¶ 11 In a written order dated March 19, 2015, the district court granted the Executive Director's motion to dismiss Park Meadows' second claim for relief, concluding that the Executive Director's November 6 letter constituted final agency action. Accordingly, the district court concluded that it had no subject matter jurisdiction over the second claim for relief because any judicial review of the Executive Director's decision should have been sought in the court of appeals. The court did not address Park Meadows' first claim for relief against Alpine and GM because Alpine's purported joinder did not "constitute a separate motion."

         ¶ 12 Thereafter, Park Meadows filed a motion for reconsideration, requesting the district court to reconsider its order granting the Executive Director's motion to dismiss. The district court denied Park Meadows' motion for reconsideration in an order dated April 15, 2015.

         ¶ 13 Additionally, Alpine filed its own motion to dismiss Park Meadows' first claim for relief against it, pursuant to C.R.C.P. 12(b)(1) and section 12-6-120.3(4)(b)(II). The district court granted Alpine's motion to dismiss on May 13, 2015, dismissing Park Meadows' first claim for relief against both Alpine and GM and dismissing this action in its entirety.

         ¶ 14 In its May 13 order, the court construed Park Meadows' first claim for relief against Alpine and GM as a request for the court to determine the reasonableness of GM's approval of Alpine's relocation. Because Park Meadows "first sought this determination through Ms. Brohl as the Executive Director of the Colorado Department of Revenue[, ]" the court concluded that Park Meadows was "asking the [c]ourt to review and effectively overrule [the Executive Director's] determination - the 'final agency action.'" Pursuant to section 12-6-120.3(4)(b)(II), the court concluded that "jurisdiction for such relief lies in the Court of Appeals, not in the District Court."

         ¶ 15 Further, Park Meadows had argued in response to Alpine's motion to dismiss that section 12-6-122(3), C.R.S. 2015, [1] provided the district court with jurisdiction to resolve Park Meadows' first claim against GM and Alpine. However, the district court also concluded in its May 13 order that Park Meadows' first claim for relief against GM and Alpine did not seek damages under section 12-6-122(3), but instead only sought a stay, followed by a cease and desist order, with respect to Alpine's proposed relocation. Thus, the court found that Park Meadows' citation to section 12-6-122(3) in its response to Alpine's motion to dismiss ...


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