WEST COLORADO MOTORS, LLC, d/b/a Autonation Buick GMC Park Meadows, Plaintiff-Appellant,
GENERAL MOTORS, LLC, Defendant-Appellee.
[Copyrighted Material Omitted]
Douglas County District Court No. 17CV30861, Honorable Paul
A. King, Judge
Spahr LLP, Patrick G. Compton, Denver, Colorado, Williams &
Connolly LLP, Daniel F. Katz, Juli Ann Lund, Washington, DC,
Mullins Riley & Scarborough LLP, Mark T. Clouatre, Jacob F.
Fischer, Denver, Colorado, for Defendant-Appellee
Plaintiff West Colorado Motors, LLC, d/b/a Autonation Buick
GMC Park Meadows (Park Meadows), appeals the district courts
order dismissing its complaint against defendant, General
Motors, LLC (GM), as barred by the statute of limitations. We
This is the second appearance before this court of a
long-running dispute between Park Meadows and GM concerning
GMs approval of the relocation of another dealership
(Alpine) into what Park Meadows asserts is its territory. In
the first case, after unsuccessfully protesting Alpines
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, 411 P.3d 1068 (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 GMs
approval of Alpines 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.
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 Directors 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.
A division of this court affirmed, holding that the Executive
Directors letter was a final agency action and that, by
statute, "review of the Executive Directors 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.
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.
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 GMs
allegedly unreasonable approval of Alpines relocation (the
statutory damages claim); and (2) breach of the dealership
agreement between Park Meadows and GM.
By this time, however, more than three years had passed since
GM first notified Park Meadows of Alpines 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).
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 limitations."
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 courts
order dismissing Park Meadows complaint.
Standard of Review and Preservation
We review de novo a district courts 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.