NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

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No. 14-1070

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BAYSHORE FORD TRUCK SALES INC, a Delaware corporation;

MOTOR CITY TRUCKS, INC., a Delaware corporation; COLONY

FORD TRUCK CENTER, INC., a Rhode Island corporation, individually

and on behalf of all others similarly situated

v.

FORD MOTOR COMPANY

Allegheny Ford Truck Sales; All-State Truck Sales;

Atlantic Ford Truck; Bedford Ford; Bi-State Ford; 

Ford Truck Sales; Bondy’s Ford; Bridgehaven Ford

Truck Sales; Broadway Ford Truck Sales; Carl 

Beasley Ford; Central Ford Truck Sales; Chesapeake

Ford Sales Truck; Country Ford Trucks; Cresent Ford

Trucks; Crossroads Ford; Dave Syverson Ford; Don

Sanderson Ford; Don’s Truck Sales; Elliot-Wilson

Capitol Truck; Freedom Ford Truck Center; Friend 

Motor Sales; Gabrielli Ford; Gateway Motors; Gator 

Ford; Golden State Ford; Graham Ford; Harr Ford; 

Heintzelman’s Trucks; Hubco Ford Truck Sales; 

Interstate Ford Truck; Kayser Ford; Keystone Ford 

Truck Sales; L&S Truck Sales; La Crosse Truck 

Center; Lee Smith Ford; Leif Johnson Ford Truck 

City; LJL Truck Center; Manderbach Ford; Merle 

Kelly Ford; Mid Tenn Ford Truck Sales; Miramar 

Ford Truck Sales; Mission Valley Ford Truck Sales; 

Mountain State Ford Truck Sales; Murray’s Ford; 

Orange Motor Co.; Palmetto Ford Truck Sales; Peck 

Road Ford Truck Sales; Piedmont Ford Trucks; 

Prestige Ford; River City Ford Truck Sales; Salinas 

Valley Ford Sales; Southland Truck Center; Sunbury 

Motor Company; Treadwell Ford; Tri-Point Ford 
2

Truck Sales; Tri-State Ford Trucks; Truck Center; 

V&H; Valley Ford Truck Sales; Wabash Ford Truck 

Sales; Wolverine Ford Trucks Sales,

Appellants

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On Appeal from the District Court

for the District of New Jersey

(D.C. Civil No. 2-99-cv-00741) 

District Judge: Honorable Jose L. Linares

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Argued: March 4, 2015

Before: AMBRO, SCIRICA, and ROTH, Circuit Judges

(Filed: April 14, 2015)

Eric L. Chase, Esq.

Bressler, Amery & Ross

325 Columbia Turnpike

Suite 301

Florham Park, NJ 07932

Steven M. Klepper, Esq.

James P. Ulwick, Esq. [ARGUED]

Kramon & Graham

One South Street

Suite 2600, Commerce Place

Baltimore, MD 21202

Counsel for Appellants

Paul J. Halasz, Esq.

Dennis LaFiura, Esq.

Day Pitney

One Jefferson Road

Parsippany, NJ 07054
3

Sean M. Marotta, Esq.

Dominic F. Perella, Esq. [ARGUED]

Hogan Lovells US

555 Thirteenth Street, N.W.

Columbia Square

Washington, DC 20004

Counsel for Appellee

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OPINION*

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SCIRICA, Circuit Judge

Sixty-three heavy-duty truck dealers with a Heavy Truck Sales and Service 

Agreement (“SSA”) with Ford Motor Company appeal the denial of their motion for 

relief from judgment under Federal Rules of Civil Procedure 59 and 60. We will affirm.1

I.

Seventy-four dealers sued Ford in federal court for breach of the SSA. Because 

each dealer had effectively the same SSA agreement with Ford, the District Court 

certified the dealers as a class for determination of Ford’s liability for alleged breach of 

 

* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not 

constitute binding precedent.

1 The District Court had jurisdiction under 28 U.S.C. § 1331 over this action arising 

under the Automobile Dealer’s Day in Court Act, 15 U.S.C. §§ 1221–1225, and exercised 

supplemental jurisdiction over Appellants’ state law claims, including the breach of 

contract claim at issue here, under 28 U.S.C. § 1367. Our jurisdiction is under 28 U.S.C. 

§ 1291. We review the denial of a motion to alter or amend a judgment for abuse of 

discretion. Montgomery County v. Microvote Corp., 320 F.3d 440, 445 (3d Cir. 2003). 
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the SSA. The court held Ford breached the SSA and entered partial summary judgment 

for the seventy-four class member dealers on the issue of liability. Finding plaintiffs’ 

expert’s damages model produced intra-class conflicts, the court later decertified the class 

as to damages. The liability class, however, remained intact at all times. In a single 

bellwether trial, a jury then awarded eleven members of the liability class—the three 

class representatives and eight other class members (the “bellwether” dealers)—$29 

million in damages. Expecting the bellwether appeal would facilitate the resolution of the 

remaining sixty-three dealers’ claims, the court subsequently entered final judgment 

pursuant to Federal Rule of Civil Procedure 54(b) in favor of the eleven bellwether 

dealers. Ford appealed the denial of its motion for summary judgment on the issue of 

liability and the jury’s damages award. 

In a nonprecedential opinion in Bayshore Ford Truck Sales, Inc. v. Ford Motor 

Co., 540 F. App’x 113 (3d Cir. 2013) (Bayshore I), the United States Court of Appeals 

for the Third Circuit held Ford had not breached the SSA; reversed the District Court’s 

grant of summary judgment on the issue of liability; and remanded with instructions to 

enter judgment on liability in Ford’s favor. On remand, the District Court entered a 

judgment holding Ford not liable with regard to the entire class. The remaining sixtythree members of the liability class then moved for relief from judgment under Federal 

Rules of Civil Procedure 59 and 60. The court denied their motion on the ground that all 

class members were bound by Bayshore I’s resolution of liability in favor of Ford. On 

appeal, the sixty-three dealers contend they are not bound by Bayshore I because the 

court of appeals lacked jurisdiction over them in that case.
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II.

Contending that Rule 54(b) was the basis for appellate jurisdiction in Bayshore I 

and that a Rule 54(b) judgment was not and could not have been entered in favor of the 

sixty-three dealers given they had no jury award as to damages, the sixty-three dealers 

claim the court of appeals had no jurisdiction to bind them.2 But it is undisputed that the 

eleven bellwether dealers, including the three named class representatives, were properly 

before the court of appeals in Bayshore I and that the court of appeals had jurisdiction to 

adjudicate the issue of Ford’s liability. In the context of a class action, it is well settled 

that “a person not named as a party may be bound by a judgment on the merits of the 

action, if she was adequately represented by a party who actively participated in the 

litigation.” Taylor v. Sturgell, 553 U.S. 880, 884 (2008); accord, e.g., Theisen v. City of 

Dearborn, 147 N.W.2d 720, 723-24 (Mich. Ct. App. 1967). The sixty-three dealers were 

at all times members of the liability class, and they do not argue that the eleven 

bellwether dealers in Bayshore I did not actively participate in the litigation or adequately 

represent their interests. In fact, the same counsel who represented the eleven bellwether 

dealers represented the sixty-three dealers in this appeal. For the same reasons, had the 

court of appeals in Bayshore I affirmed summary judgment in favor of the class, the 

sixty-three dealers would have prevailed on liability as class members.

Simply put, the sixty-three dealers ask us to determine that Ford breached the SSA 

even though Bayshore I resolved this exact same issue on the exact same facts against the 

 

2 The sixty-three dealers’ reliance on Bogosian v. Gulf Oil Corp., 561 F.2d 434 (3d 

Cir. 1977), is misplaced because there was no certified class in that case. Id. at 439. 
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three named class representatives and the eight other dealers.3 But a core principle of 

issue preclusion is that “later courts should honor the first actual decision of a matter that 

has been actually litigated,” 18 Charles Alan Wright, Arthur R. Miller et al., Federal 

Practice and Procedure § 4416 (2d ed. Sept. 2014). The sixty-three dealers were 

adequately represented by fellow class members in Bayshore I for our determination of 

the very same issue of liability, and we are bound by that decision.

III.

For the foregoing reasons, we will affirm the judgment of the District Court. 

 

3 Appellants rely on Montana v. United States, 440 U.S. 147 (1979), but under that 

case “a fact, question or right distinctly adjudged in the original action cannot be disputed 

in a subsequent action, even though the determination was reached upon an erroneous 

view or by an erroneous application of the law.” Id. at 162 (quoting United States v. 

Moser, 266 U.S. 236, 242 (1924)).