West Colorado Motors, LLC v. General Motors, LLC

          Douglas County District Court No. 17CV30861 Honorable Paul A. King, Judge

          Ballard Spahr LLP, Patrick G. Compton, Denver, Colorado, Williams & Connolly LLP, Daniel F. Katz, Juli Ann Lund, Washington, DC, for Plaintiff-Appellant

          Nelson Mullins Riley & Scarborough LLP, Mark T. Clouatre, Jacob F. Fischer, Denver, Colorado, for Defendant-Appellee

          GROVE JUDGE

          ¶ 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.

         I. Background

         ¶ 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.^[1]

         ¶ 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 limitations."

         ¶ 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.

         II. 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, ¶ 8.

         ¶ 11 The parties agree, as do we, that Park Meadows preserved its argument that the remedial revival statute should apply to the instant complaint.

         III. 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, ...