West Colorado Motors, LLC, d/b/a Autonation Buick GMC Park Meadows, Plaintiff-Appellant,
General Motors, LLC, Defendant-Appellee.
Douglas County District Court No. 17CV30861 Honorable Paul A.
Ballard Spahr LLP, Patrick G. Compton, Denver, Colorado,
Williams & Connolly LLP, Daniel F. Katz, Juli Ann Lund,
Washington, DC, for Plaintiff-Appellant
Mullins Riley & Scarborough LLP, Mark T. Clouatre, Jacob
F. Fischer, Denver, Colorado, for Defendant-Appellee
1 Plaintiff West Colorado Motors, LLC, d/b/a Autonation Buick
GMC Park Meadows (Park Meadows), appeals the district
court's order dismissing its complaint against defendant,
General Motors, LLC (GM), as barred by the statute of
limitations. We affirm.
2 This is the second appearance before this court of a
long-running dispute between Park Meadows and GM concerning
GM's approval of the relocation of another dealership
(Alpine) into what Park Meadows asserts is its territory. In
the first case, after unsuccessfully protesting Alpine's
proposed relocation with the Executive Director of the
Colorado Department of Revenue - who, in a letter to Park
Meadows, said that she was declining to investigate or hold a
hearing on the matter - Park Meadows filed suit against GM,
Alpine, and the Executive Director in Denver District Court.
See W. Colo. Motors, LLC v. Gen. Motors, LLC, 2016
COA 103, ¶¶ 1-3 (W. Colo. Motors I). Park
Meadows' complaint included two claims. First, as
authorized by Title 12, Article 6, Part 1 of the Colorado
Revised Statutes (the Dealer Act), 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." W.
Colo. Motors I, ¶ 8. Second, and in the
alternative, it sought a declaratory judgment and order
compelling the Executive Director to "'undertake a
hearing or other activity' . . . to determine whether the
proposed relocation of Alpine was reasonable or unreasonable
under section 12-6-120.3[, C.R.S. 2014]." Id.
at ¶ 9.
3 The Executive Director, GM, and Alpine all moved to dismiss
Park Meadows' first complaint for lack of subject matter
jurisdiction. Concluding that the complaint was tantamount to
an appeal of the Executive Director's decision not to
hold a hearing as to the reasonableness of the relocation,
and noting that under section 12-6-120.3(4)(b)(II)
"[t]he court of appeals has initial jurisdiction to
review all final actions and orders that are subject to
judicial review of the executive director," the district
court granted the defendants' motions to dismiss.
4 A division of this court affirmed, holding that the
Executive Director's letter was a final agency action and
that, by statute, "review of the Executive
Director's decision fell within the court of appeals'
exclusive jurisdiction." W. Colo. Motors I,
¶ 48. In addition, the division held that the district
court lacked subject matter jurisdiction over Park
Meadows' claim for equitable relief against GM and Alpine
because the governing statute, section 12-6-120.3(4)(a),
allowed Park Meadows to bring "an action or proceeding
before the executive director or a court."
Id. at ¶ 49. This disjunctive phrasing, the
division concluded, meant that a dealer in Park Meadows'
position could seek relief from the Executive Director or a
state district court, but not both. Id. The division
therefore held that, by opting to seek relief from the
Executive Director first, Park Meadows stripped the district
court of subject matter jurisdiction over any subsequent
request for relief that the Executive Director was also
empowered to grant. Id.
5 Park Meadows filed a petition for a writ of certiorari that
the Colorado Supreme Court accepted and then, after the
governing statute was substantially amended in 2017,
dismissed as improvidently granted.
6 After the mandate was issued, and apparently having failed
to prevent Alpine from moving into what it maintained was its
territory, Park Meadows gave up on its claims for equitable
relief. It instead filed a new lawsuit in district court -
the instant case - naming GM as the only defendant. Park
Meadows' new complaint seeks damages from GM under two
theories: (1) enforcement under section 12-6-122(3), C.R.S.
2014, which Park Meadows asserts entitles it to compensation
for all damages resulting from GM's allegedly
unreasonable approval of Alpine's relocation (the
statutory damages claim); and (2) breach of the dealership
agreement between Park Meadows and GM.
7 By this time, however, more than three years had passed
since GM first notified Park Meadows of Alpine's
impending relocation. GM thus moved to dismiss both claims as
time barred. See § 13-80-101(1)(a), C.R.S. 2018
(establishing three-year statute of limitations for breach of
contract); § 13-80-102(1)(i), C.R.S. 2018 (establishing
two-year statute of limitations for statutory damages claim).
8 Park Meadows responded by amending its complaint to assert
that "[i]n accordance with the remedial revival statute,
§ 13-80-111[, C.R.S. 2018], Park Meadows filed this
action on September 14, 2017, less than 90 days after the
previous dismissal for lack of subject-matter
jurisdiction." GM again moved to dismiss, and the
district court granted the motion. In a detailed written
order, the district court concluded that "[b]ecause the
claim asserted in this litigation is for monetary damages not
previously made and because of the findings of the Executive
Director, . . . [s]ection 13-80-111 cannot serve to permit
the Plaintiff to bring its statutory violation claim."
As for Park Meadows' claim for breach of contract, the
district court concluded that because "this claim was
never brought in the original action filed in Denver[, ] . .
. [s]ection 13-80-111 cannot be used as a basis to permit
this claim to be filed outside the statute of
9 Park Meadows now appeals, arguing that section 13-80-111
applies to both of its claims for relief, and that its new
lawsuit against GM should therefore be deemed timely. We
conclude that we need not consider whether Park Meadows'
claim for statutory damages qualifies for revival under
section 13-80-111 because we hold that W. Colo. Motors
I - which neither party challenges - controls the
disposition of Park Meadows' statutory claim. With
respect to the claim for breach of contract, we hold that
section 13-80-111(1) does not apply because that claim is not
"upon the same cause of action" as Park
Meadows' original lawsuit. Although we acknowledge that
the same event triggered both lawsuits, Park Meadows'
claim for breach of contract did not arise from the
same set of operative facts as its demand for relief under
the Dealer Act. We thus affirm the district court's order
dismissing Park Meadows' complaint.
Standard of Review and Preservation
10 We review de novo a district court's dismissal of a
complaint on statute of limitations grounds. Harrison v.
Pinnacol Assurance, 107 P.3d 969, 971 (Colo.App. 2004).
We also review de novo questions of statutory interpretation.
Roup v. Commercial Research, LLC, 2015 CO 38, ¶
11 The parties agree, as do we, that Park Meadows preserved
its argument that the remedial revival statute should apply
to the instant complaint.
The Disposition of Park Meadows' Statutory Claim is
Controlled by W. Colo. Motors I
12 We first consider whether the district court should have
applied section 13-80-111 to Park Meadows' request for
statutory damages. We conclude that because section 13-80-111
is not itself a source of subject matter jurisdiction, ...