2000 Decisions

Opinions of the United

States Court of Appeals

for the Third Circuit

9-8-2000

Northview Motor Inc v. Chrysler Motors Corp

Precedential or Non-Precedential:

Docket 99-3873

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Recommended Citation

"Northview Motor Inc v. Chrysler Motors Corp" (2000). 2000 Decisions. Paper 192.

http://digitalcommons.law.villanova.edu/thirdcircuit_2000/192
Filed September 8, 2000 

UNITED STATES COURT OF APPEALS 

FOR THE THIRD CIRCUIT 

No. 99-3873 

NORTHVIEW MOTORS, INC., 

 Appellant 

v. 

CHRYSLER MOTORS CORPORATION 

JOSEPH P. NIGRO, 

 Trustee 

On Appeal from the United States District Court 

for the Western District of Pennsylvania 

(D.C. Civ. No. 93-1722) 

District Judge: Hon. William L. Standish 

Argued August 8, 2000 

BEFORE: BARRY, WEIS and GREENBERG, Circuit Jud ges 

(Filed: September 8, 2000) 

 Christopher M. DeVito (argued) 

 Morganstern, McAdams & Devito 

 1406 W. Sixth Street, Suite 400 

 Cleveland, Ohio 44113 

 Attorneys for Appellant 
 Mark F. Kennedy 

 Christopher J. Meyer (argued) 

 Wheeler, Trigg & Kennedy 

 1801 California Street, Suite 3600 

 Denver, Colorado 80202 

 Attorneys for Appellee 

OPINION OF THE COURT 

GREENBERG, Circuit Judge. 

I. INTRODUCTION 

This matter comes on before this court on appeal from a 

final order of the district court entered September 28, 1999, 

granting judgment as a matter of law in favor of defendant 

Chrysler Motors pursuant to Fed. R. Civ. P. 50(a) after the 

close of all the evidence on plaintiff Northview Motors's 

breach of contract and Automobile Dealers Day in Court 

Act ("ADDCA"), 15 U.S.C. SS 1221-25, claims. Northview 

also appeals from (1) an order entered March 7, 1995, to 

the extent that it granted Chrysler summary judgment on 

Northview's Pennsylvania Board of Vehicles Act ("BVA"), Pa. 

Stat. Ann. tit. 63, SS 818.1 et seq., claims on the ground 

that they were barred by the statute of limitations and (2) 

an order entered February 9, 1996, to the extent it granted 

Chrysler summary judgment on Northview's claim for 

violation of a provision of Pennsylvania's Uniform 

Commercial Code ("UCC") which obligates contracting

parties to act in good faith. See 13 Pa. Cons. Stat. Ann. 

S 1203. We will affirm the orders entered by the district 

court, although we do so with respect to the March 7, 1995 

and February 9, 1996 orders for reasons which differ from 

those the district court set forth. 

A. Factual Background 

At the times material to this action, Northview, a 

Delaware corporation with its principal place of business in 

Pittsburgh, Pennsylvania, was an automobile dealership 

franchise selling and servicing Jeep and Eagle vehicles. 

 2 
Frank Cuda, Northview's sole shareholder, oversaw the 

dealership's operations. Chrysler, a Delaware corporation 

with its principal place of business in Detroit, Michigan, at 

the times material to this opinion manufactured Jeep and 

Eagle vehicles as successor to American Motors 

Corporation. 

Cuda had been involved in the automobile industry since 

he was a child. See app. at 258. He began in the industry 

by working at his father's dealership between 1954 and 

1968. See id. at 260. In 1968, Northview began selling new 

cars as an American Motors dealer in the North Hills 

section of Pittsburgh. See id. at 261. Cuda testified that 

throughout the 1970s and 1980s, Northview was a 

successful dealership consistently ranking as one of the top 

one hundred American Motors dealerships in the nation. 

See id. at 287. As an American Motors dealership, 

Northview marketed both the Jeep and Eagle lines of

vehicles. 

This case arose directly from events commencing on or 

about December 11, 1987, when Northview entered into an 

American Motors Sales Corporation Eagle Sales and Service 

Agreement ("Eagle SSA") and an American Motors Sales 

Corporation Jeep Sales and Service Agreement ("Jeep SSA") 

(collectively, the "SSAs"). Chrysler subsequently acquired 

American Motors Sales Corporation's Jeep and Eagle lines 

and became its successor in interest to the Jeep and Eagle 

SSAs in contractual privity with Northview.1 

Inasmuch as the suit Northview filed against Chrysler 

evolved out of the two SSAs to which Chrysler became a 

party after it purchased American Motors's Jeep and Eagle 

product lines, we set forth significant parallel portions of 

the agreements. Section 11(a) of the SSAs obligated

Northview to use its best efforts to sell aggressively and 

effectively each and every model of the Jeep and Eagle 

product lines. See, e.g., exhs. at 152. Section 12 required 

that Northview be a member in good standing of the Dealer 

_________________________________________________________________ 

1. There was testimony that Chrysler acquired American Motors in the 

summer of 1987 but even if this is so our result would be the same as 

that we reach. 

 3 
Advertising Association, an association which advertised 

lines of vehicles sold by its dealer members. See id. at 156. 

Section 28 of the SSAs governed their termination. See 

exhs. at 161. It provided, in relevant part: 

 (C) Notwithstanding the provisions above, this 

 Agreement will terminate automatically without notice 

 from either party on: 

 . . . (vi) the failure of DEALER to fully conduct its 

 Dealership Operations for seven (7) consecutive 

 business days . . . 

Id. at 162 (emphasis added). 

Northview asserts that Chrysler had problems with the 

allocation of vehicles and parts availability immediately 

following the absorption of the Jeep and Eagle dealers into 

the Chrysler system. Thus, Northview presented evidence 

that it continuously was unable to obtain desired vehicles 

from Chrysler to sell to the public and was unable to fill a 

fleet order for Alamo Rent-A-Car. See id. at 305. 

In addition to the supply problems Northview experienced 

under Chrysler, it asserts that it had problems because it 

was unable to obtain answers from local Chrysler 

management concerning questions critical to the efficient 

operation of its dealership. For example, Northview asserts 

that Chrysler never explained its system for new vehicle 

allocation properly, despite Northview's numerous attempts 

to obtain the information. Further, Northview alleges that 

Chrysler never gave it a sufficient explanation of its 

warranty processing system which is known as Expense Per 

Unit Repaired or EPUR. Northview argues that the lack of 

an adequate explanation caused its service department to 

be audited and placed in a restrictive warranty approval 

category. 

Clearly there was animosity between Northview personnel 

and Cuda on the one hand and local Chrysler management, 

or zone employees, on the other. Northview asserts that the 

only response Chrysler gave it to its inquiries about 

Chrysler's processes was "That's the system." Chrysler 

employees, however, documented instances in which Cuda 

was uncooperative and verbally abusive towards them. 

 4 
Northview asserts that its supply problems and the 

confusion at the dealership concerning Chrysler's operating 

procedures, combined with the personal animosity between 

Northview and Cuda and Chrysler zone personnel, caused 

it increasing financial problems. Northview claims that 

because it could not obtain vehicles it could sell, and 

instead was left with unwanted or slow moving vehicles, it 

was forced to sell vehicles out of trust.2 When Mellon Bank, 

Northview's floor plan lender, discovered that Northview 

was selling out of trust, it revoked Northview'sfloor plan 

agreement and required Northview to enter into an 

agreement for repayment of its loan. When Northview was 

unable to make the required payments, Mellon Bank closed 

the dealership on July 10, 1991. 

Upon learning that Northview was closed for business, 

Chrysler, on July 19, 1991, sent it notice that it was 

canceling the Jeep and Eagle SSAs. After Northview failed 

in attempts to sell its dealership, it filed for protection 

under Chapter 11 of the Bankruptcy Code, but the 

bankruptcy court would not allow for a restructuring of the 

failing dealership. Chrysler sent its final notice of 

termination to Northview on December 12, 1991. 

Although Northview argues that its financial troubles 

were attributable directly to the actions of Chrysler and its 

employees, plainly other factors contributed to its problems. 

Notably, in May 1984, the Attorney General of Pennsylvania 

filed suit against Northview alleging that it committed 109 

separate violations of Pennsylvania's consumer protection 

laws, see app. at 605, an action that led to negative press 

coverage of Northview. See id. at 609-10. During the trial 

concerning the consumer fraud violations in May 1988, the 

Pittsburgh Press quoted Cuda as stating that the lawsuit 

had cost Northview a lot of money and that Northview's 

_________________________________________________________________ 

2. A dealer will sell out of trust when it has afloor plan agreement with 

a financial institution for it to lend money to the dealer to fund the 

purchase of new vehicles. Under the floor plan, as the vehicles are sold, 

the dealer is responsible for repayments of the loan. The dealer sells out 

of trust when it sells vehicles without making payments to the financial 

institution as required by the agreement, but rather keeps the funds 

within the dealership for other purposes or otherwise utilizes the funds. 

 5 
sales had "plunged from . . . one hundred ten cars a month 

to twenty or thirty cars." Id. at 603. 

B. Procedural History 

Northview and Cuda, individually, filed the complaint in 

this action in the district court on October 20, 1993, 

alleging claims predicated on Chrysler's alleged breach of 

contract and violation of state and federal statutory law, 

including claims under the BVA, the UCC, and the ADDCA. 

In particular, count one alleged that Chrysler breached the 

Jeep and Eagle SSAs as well as various statutory and 

contractual duties of good faith by conduct which 

demonstrated its: 

 (a) failure to act in good faith; 

 (b) failure to provide financial assistance as promised; 

 (c) failure to provide products and vehicles; 

 (d) failure to treat dealership [(Northview)] in equitable 

 manner; and 

 (e) discriminatory practices against Plaintiffs. 

Northview alleged that as a result of this conduct it was 

forced to cease doing business and that the Jeep and Eagle 

SSAs were terminated on July 10, 1991. 

In count two, Northview and Cuda alleged that Chrysler, 

through its acts and omissions, violated the BVA. 

Specifically, the count alleged that Chrysler violated the 

following provisions of the Act by coercing Northview with 

respect to: 

 (a) S 818.9(a)(1) - ordering or accepting delivery of new 

 vehicles which were not voluntarily ordered;

 (b) S 818.9(a)(3) - participating monetarily in advertising 

 campaign at expenses of new vehicle dealer; and 

 (c) S 818.9(a)(4) - threatening to terminate or cancel 

 franchise unless prejudicial act performed by dealer; 

The count also charged Chrysler with: 

 (d) S 818.9(b)(1) - failure to deliver new vehicles; 

 6 
 (e) S 818.9(b)(2) - discriminating among its new vehicle 

 dealers; and 

 (f) S 818.9(c) - unfairly and without just provocation 

 canceling the franchise of the new vehicle dealer. 3 

In count three, Northview and Cuda alleged that 

Chrysler's intentional and/or negligent acts constituted 

tortious interference with business relations. Count four 

alleged Chrysler breached its duty of good faith in the UCC. 

Count five alleged that Chrysler violated the ADDCA. 

In conclusion, Northview and Cuda alleged that "[a]s a 

result of the numerous breaches of good faith and wrongful 

and intentional acts by [Chrysler], Plaintiffs have suffered 

substantial damages including, but not limited to, the loss 

of Frank Cuda's life savings and investment, loss of profits 

including future profits, loss of franchise auto dealership 

and land, loss of salary and benefits." Thus, Northview and 

Cuda sought compensatory and punitive damages as well 

as attorneys' fees and costs. 

On August 16, 1994, Chrysler filed a motion seeking a 

summary judgment dismissing all of Cuda's claims. The 

district court, in an opinion and order entered on March 7, 

1995, granted that motion in an order from which Cuda 

does not appeal. As we shall explain, the court also 

partially granted Chrysler summary judgment against

Northview at that time, even though Chrysler did not then 

move for summary judgment against Northview. Northview 

does appeal from that order. 

On August 7, 1995, Chrysler filed a motion for summary 

judgment against Northview. Following a hearing on the 

motion held on December 6, 1995, the district court issued 

an order, entered on February 9, 1996, partially granting 

and partially denying the motion. On March 11, 1996, 

Chrysler filed a motion for reconsideration, which the 

district court denied by order entered March 14, 1996. 

The court held a pretrial conference on May 6, 1996. 

Following the conference, the parties apparently settled the 

_________________________________________________________________ 

3. These provisions were renumbered in 1996 as Pa. Stat. Ann. tit. 63, 

SS 818.12 and 818.13. 

 7 
case on May 16, 1996, and thus the district court closed 

the case. The settlement, however, was not consummated, 

leading Chrysler on February 18, 1998, to file a motion to 

enforce the settlement agreement. On June 10, 1998, the 

district court entered an order granting the motion to 

enforce the settlement. 

On July 7, 1998, Northview and Cuda filed an appeal

from the order granting the motion to enforce the 

settlement. On June 18, 1999, for reasons implicating 

Northview's bankruptcy which we need not explain, we 

reversed the order of the district court enforcing the 

settlement and remanded the matter to the district court 

for further proceedings. See Northview Motors, Inc. v. 

Chrysler Motors Corp., 186 F.3d 346 (3d Cir. 1999).

There was a jury trial on the remand starting on 

September 14, 1999. At the close of Northview's case, 

Chrysler unsuccessfully moved for a judgment as a matter 

of law. Thereafter, Chrysler presented its case and the trial 

concluded on September 28, 1999. Chrysler then renewed 

its motion for a judgment as a matter of law and on

September 28, 1999, the district court granted the motion, 

setting forth its reasons on the record. On October 26, 

1999, Northview timely filed a notice of appeal from the 

September 28, 1999 order. Inasmuch as Northview appeals 

from the March 7, 1995, February 6, 1996 and September 

28, 1999 orders, we describe them in some detail. 

a. The March 7, 1995 Order 

In its memorandum opinion and order entered March 7, 

1995, the district court addressed Chrysler's motion for 

summary judgment with respect to Cuda's claims. The

court determined that Cuda lacked standing to assert 

claims pursuant to the ADDCA, and accordingly entered 

judgment in Chrysler's favor on those claims. The district 

court also concluded that Cuda had failed to establish 

essential elements of his breach of contract and UCC 

claims in that he did not allege that he was a party to the 

agreements involved or that Chrysler owed him a duty of 

good faith under the UCC. Finally, with respect to Cuda, 

the district court determined that the statute of limitations 

 8 
barred his allegations of tortious interference with contract 

and violation of the BVA. 

On its own motion, the court granted Chrysler summary 

judgment on statute of limitations grounds on Northview's 

claims of tortious interference and violations of the BVA, as 

the factual bases for these claims were the same as the 

bases for Cuda's claims. On this appeal, Northview 

challenges the district court's dismissal of its BVA claims 

as barred by the statute of limitations but, as we have 

indicated, Cuda does not appeal. 

b. The February 9, 1996 Order 

In its memorandum opinion and order entered on 

February 9, 1999, the district court addressed Chrysler's 

motion for summary judgment as to Northview's claims for 

violations of the ADDCA, breach of contract and breach of 

the duty to act in good faith as specified in the UCC, 13 Pa. 

Cons. Stat. Ann. SS 1011 et seq. The court partially granted 

and partially denied the motion. The court found that 

Northview asserted two distinct ADDCA causes of action, 

one based upon both Chrysler's failure to act in good faith 

in performing and complying with the terms of the SSAs 

and the other for Chrysler's lack of good faith in 

terminating Northview's franchise. 

The court determined that substantial questions of fact 

remained to be resolved with respect to Northview's ADDCA 

claim relating to the termination of its franchises. 

Accordingly, it denied the motion for summary judgment as 

to the ADDCA lack of good faith termination claim. 

Chrysler, however, also moved for summary judgment as 

to Northview's claim that it failed to act in good faith in 

performing and complying with the provisions of the

franchise agreements. Specifically, Chrysler asserted that 

the bad faith acts of which Northview complained were 

insufficient to state a claim or, in the alternative, were 

barred by the statute of limitations. The court found that 

the following alleged bad faith acts were insufficient, as a 

matter of law, to state a claim under the ADDCA: 

 (1) the alleged failure of Chrysler to provide parts and 

 vehicles to Northview; 

 9 
 (2) the alleged failure of Chrysler to provide financial 

 assistance to Northview; 

 (3) the alleged failure of Chrysler to provide Northview 

 with copies of the District Service Manager's Reports; 

 (4) the alleged failure of Chrysler to provide adequate 

 training for Northview personnel concerning Chrysler's 

 procedures, programs, and computer systems; 

 (5) the performance of a warranty audit by Chrysler on 

 the Northview dealership. 

App. at 25. 

The district court reasoned that Northview had failed to 

present sufficient evidence of express or implied coercion, 

as required under the ADDCA, to allow it to proceed with 

the good faith and performance aspect of its ADDCA cause 

of action. In the absence of evidence that it coerced or 

intimated Northview, the district court determined that 

Chrysler was entitled to judgment as a matter of law on 

this claim. 

The district court found that only two of Northview's 

allegations, other than those relating to termination, could 

state a claim for relief under the ADDCA: (1) that Chrysler 

threatened to terminate its franchise agreements with 

Northview unless Northview agreed to join an advertising 

campaign; and (2) that Chrysler forced Northview to accept 

new vehicles that it did not want or need. See id. at 26. 

This conduct, however, occurred in 1988 and 1987, 

respectively, and, as a result, the court found that any 

claims based upon these allegations were barred by the 

statute of limitations. See id. at 26-28. The court also noted 

that Northview had agreed expressly in the SSAs to"at all 

times be a member in good standing of the . . . Dealer 

Advertising Association." Id. at 28 n.5. The district court 

therefore concluded that Northview's complaint with respect 

to being forced to join an advertising campaign failed 

inasmuch as the use of coercion to enforce a valid 

contractual provision is not wrongful under the ADDCA. 

See id. (citing Empire Volkswagen, Inc. v. World-Wide 

Volkswagen Corp., 814 F.2d 90, 97 (2d Cir. 1987)). 

 10 
When it addressed Northview's claim for breach of the 

covenant of good faith and fair dealing in the UCC, the 

district court found that Pennsylvania law did not provide 

for an independent cause of action for breach of the 

covenant of good faith. See app. at 33. The district court 

based this determination on the comment to 13 Pa. Cons. 

Stat. Ann. S 1203, Pennsylvania's version of the UCC 

provision codifying the obligation to act in good faith. See 

id. The comment provides: 

 This section does not support an independent cause of 

 action for failure to perform or enforce in good faith. 

 Rather, this section means that a failure to perform or 

 enforce, in good faith, a specific duty or obligation 

 under the contract, constitutes a breach of that 

 contract or makes unavailable, under the particular 

 circumstances, a remedial right or power. This 

 distinction makes it clear that the doctrine of good 

 faith merely directs a court towards interpreting 

 contracts within the commercial context in which they 

 are created, performed, and enforced, and does not 

 create a separate duty of fairness and reasonableness 

 which can be independently breached. 

13 Pa. Cons. Stat. Ann. S 1203, UCC Comment. 

Accordingly, the court entered judgment in favor of

Chrysler on Northview's UCC claim. 

c. Claims that Proceeded to Trial 

Although Northview has focused its briefs on the Rule 

50(a) order on the ADDCA claim, at trial it advanced both 

its breach of contract claim and its ADDCA claim which, in 

light of the district court's earlier rulings, was limited to a 

cause of action for "bad faith" termination of Northview's 

franchises. Accordingly, the court did not admit evidence of 

Northview's being forced to take unwanted cars, the

warranty audits, and the failure of Chrysler to provide 

needed vehicles as substantive evidence to support a 

damages recovery by Northview for these alleged 

wrongdoings. Rather, the court admitted this evidence 

under Fed. R. Evid. 404(b) solely for the purpose of 

establishing motive or intent, i.e., that Chrysler terminated 

 11 
the SSAs in July 1991 to force Northview out of business in 

furtherance of its business plan to terminate stand alone 

Jeep and Eagle dealerships and replace them with 

dealerships selling other Chrysler lines. 

d. The September 28, 1999 Order and Record Statements 

As we have indicated, after the close of all of the

evidence, the district court issued an order, dated

September 28, 1999, granting judgment as a matter of law 

in favor of Chrysler on all remaining claims pursuant to 

Fed. R. Civ. P. 50(a), i.e., those under the ADDCA for 

termination of Northview's franchise and for breach of 

contract. The court set forth its reasons for granting 

judgment in favor of Chrysler on the record. See app. at 

1279-80. 

After hearing argument from the parties, the district 

court explained as follows: 

 These points that were given to me, there are -- here's 

 what they say, that they say, what was it, coercive and 

 discriminatory practices beginning in 1988; failed to 

 allocate and deliver the appropriate quantity of cars; 

 forced Northview to accept unwanted vehicles; 

 performed a retaliatory warranty audit. 

 Now, clearly the audit was performed. There's no 

 contract claim or Dealer Day in Court claim for-- that 

 it's barred by the statute of limitations. Furthermore, 

 the audit was authorized under the contract.

 Improperly placed the dealership on prior approval for 

 warranty and repair work. Well, that was done in 19-- 

 early in `88, before the audit occurred. That's also 

 barred. 

 And failed to act in good faith in complying with the 

 contract, with the ulterior purpose of reducing its 

 dealer body; there is no evidence of that at all. 

 * * * * 

 Now, there just -- there isn't any evidence of these 

 things being a violation of the contract or -- to the 

 extent that it's claimed a violation of the Dealer Day in 

 12 
 Court Act, the only specific matters about which 

 evidence was offered occurred prior to the bar of the -- 

 prior to the time bar and you can't argue it. 

 This is what's causing me the trouble in this case I am 

 having. You know, I'm considering the Rule 50 motion; 

 I'm left not knowing what it is I can charge this jury. 

 * * * * 

 I mean what the theory really is is not that they-- I 

 don't think it can be really the termination, because 

 the termination was automatic according to the 

 contract. It's an automatic termination if it's-- if you 

 don't do business for seven consecutive days. It's not a 

 matter of we have the option to do it or not to do it; it 

 says in the agreement that it's an automatic

 termination. 

 So what the complaint really is is that all these 

 practices were motivated in order to get Northview out 

 of business, but the way they did it was to make sure 

 he went into bankruptcy or he became insolvent and 

 couldn't operate anymore. That's apparently the theory. 

 And that because they became insolvent, they then 

 were -- they were taken -- their assets were taken over 

 by Mellon Bank, they couldn't possibly have done 

 business anymore. 

 * * * * 

 All of this, like the audit for instance, is barred by the 

 statute of limitations. You can't claim that as a 

 violation of the Dealer Day in Court Act. You just can't. 

 Nor can you claim it is a violation of the contract. In 

 fact, the contract authorizes the audit. 

 This is the trouble I'm having with this case, and I'll 

 tell you -- I honestly -- I don't know how I can 

 construct a charge. I don't think I understand what the 

 theories are well enough except -- and I think I'm-- I 

 don't like to do it, but I think I have to grant the Rule 

 50 motion. I just don't think there is enough here to 

 get to a jury with, no matter how you try to put it 

 together. 

 13 
 * * * * 

 So I'm going to grant the Rule 50 motion. Maybe the 

 Court of Appeals will tell me what to do. 

App. at 1272-76. 

The district court then clarified its opinion by stating: 

 I just don't think there's enough evidence that has 

 been offered and produced in this case to submit to a 

 jury on a Dealer Day in Court or breach of contract 

 claim. That's what I think. And I'm -- when I'm trying 

 to figure out what to say to tell the jury to instruct 

 them, I don't know what to instruct them. I don't know 

 what breach of contract occurred that isn't barred by 

 the statute of limitations. I don't know what Dealer Day 

 in Court Act violation that occurred that also isn't 

 barred by the statute of limitations. There just isn't 

 any. 

Id. at 1277. Northview then appealed. 

II. JURISDICTION 

This case, although pleaded in conjunction with 

numerous state contract and statutory law claims, in part 

arose under the ADDCA, 15 U.S.C. SS 1221-25. 

Accordingly, the district court had federal question 

jurisdiction pursuant to 28 U.S.C. S 1331. Inasmuch as the 

parties were not of diverse citizenship, the district court 

exercised jurisdiction over the state law claims pursuant to 

28 U.S.C. S 1367 (supplemental jurisdiction). As Northview 

appeals from a final order of the district court, appellate 

jurisdiction is appropriate under 28 U.S.C. S 1291.4 

_________________________________________________________________ 

4. In its notice of appeal, Northview states that it is appealing only 

from 

the order entered September 28, 1999. Northview's opening brief, 

however, additionally raises challenges to the orders entered March 7, 

1995 and February 9, 1996. We have jurisdiction to hear the latter 

arguments as notices of appeal are construed to include earlier orders 

that were "non-final" at the time of issuance if there is a connection 

between the order specified in the notice of appeal and the earlier 

orders. 

See Pacitti v. Macy's, 193 F.3d 766, 776-77 (3d Cir. 1999). 

 14 
III. DISCUSSION 

A. Points Raised 

On this appeal Northview raises the following points: 

 I. The district court erred in applying the incorr ect 

 statute of limitations to Northview's Pennsylvania 

 Board of Vehicles Act; 

 II. The district court erred in granting summary 

 judgment for Chrysler on Northview's independent good 

 faith claim by disregarding Pennsylvania precedent 

 regarding the existence of an independent cause of 

 action based on the breach of an implied duty of good 

 faith present in all franchise agreements; 

 III. The district court committed reversible error by 

 granting Chrysler's motion for directed verdict when 

 the evidence presented allows a reasonable jury to infer 

 that Chrysler intended to get rid of their stand alone 

 Jeep and Eagle dealers and engaged in a course of 

 conduct to force Northview's termination of its 

 franchise agreement. 

B. Standard of Review 

As we noted, to the extent appealed, the March 7, 1995 

and February 9, 1996 orders of the district court granted 

summary judgment in favor of Chrysler. Our review of the 

order of the district court on a motion for summary

judgment is plenary. See Seibert v. Nusbaum, Stein,

Goldstein, Bronstein & Compeau, 167 F.3d 166, 170 (3d 

Cir. 1999); Petruzzi's IGA Supermarkets, Inc. v. DarlingDelaware Co., 998 F.2d 1224, 1230 (3d Cir.1993). We will 

affirm only if we conclude that the pleadings, depositions, 

answers to interrogatories and admissions on file, together 

with the affidavits, show that the party who obtained 

summary judgment on a point was entitled to that 

judgment as a matter of law and that there was no genuine 

dispute of material fact standing in his or her way. See Fed. 

R. Civ. P. 56(c). 

After trial on Northview's breach of contract and ADDCA 

claims, the district court granted Chrysler's Rule 50(a) 

motion for judgment as a matter of law. We utilize a 

 15 
plenary standard to review a grant or denial of a judgment 

as a matter of law. See Shade v. Great Lakes Dredge & 

Dock Co., 154 F.3d 143, 149 (3d Cir. 1998); Salas v. Wang, 

846 F.2d 897, 902 (3d Cir. 1988). "[A] directed verdict is 

mandated where the facts and the law will reasonably 

support only one conclusion." McDermott Int'l, Inc. v. 

Wilander, 498 U.S. 337, 356, 111 S.Ct. 807, 818 (1991). A 

court should grant such a motion only "if, viewing the 

evidence in the light most favorable to the nonmovant and 

giving it the advantage of every fair and reasonable 

inference, there is insufficient evidence from which a jury 

reasonably could find liability." Lightning Lube, Inc. v. Witco 

Corp., 4 F.3d 1153, 1166 (3d Cir.1993); see also Shade, 

154 F.3d at 149. 

C. The Appropriate Statute of Limitations for Board of 

 Vehicles Act Claims 

The Pennsylvania Board of Vehicles Act ("BVA") provided 

at the times applicable here for a cause of action on the 

following terms: 

 (a) Action for damages.--Notwithstanding the terms, 

 provisions or conditions of any agreement or franchise 

 or other terms or provisions of any novation, waiver or 

 other written instrument, any person who is or may be 

 injured by a violation of a provision of this act or any 

 party to a franchise who is so injured in his business 

 or property by a violation of a provision of this act 

 relating to that franchise, or any person so injured 

 because he refuses to accede to a proposal for an 

 arrangement which, if consummated, would be in 

 violation of this act, may bring an action for damages 

 and equitable relief, including injunctive relief, in any 

 court of competent jurisdiction. 

 (b) Punitive Damages.--If any person engages in 

 continued multiple violations of a provision or 

 provisions of this act, the court may award punitive 

 damages in addition to any other damages under this 

 act. 

Pa. Stat. Ann. tit. 63, S 818.20 (renumbered in 1996 as Pa. 

Stat. Ann. tit. 63, S 818.29). 

 16 
In relevant part, the BVA prohibited the following 

conduct: 

 (a) Unlawful acts by manufacturers.--It shall be a 

 violation for any manufacturer, factory branch, 

 distributor, field representative, officer, agent or any 

 representative whatsoever of such manufacturer, 

 factory branch or distributor licensed under this act to 

 require, attempt to require, coerce or attempt to coerce 

 any new vehicle dealer in this Commonwealth to: 

 (1) Order or accept delivery of any new vehicle, part 

 or accessory thereof, equipment or any other

 commodity not required by law which shall not have 

 been voluntarily ordered by the new vehicle dealer, 

 except that this paragraph is not intended to modify or 

 supersede any terms or provisions of the franchise 

 requiring new vehicle dealers to market a 

 representative line of those vehicles which the 

 manufacturer or distributor is publicly advertising. 

 (2) Order or accept delivery of any new vehicle with 

 special features, accessories or equipment not included 

 in the list price of such vehicles as publicly advertised 

 by the manufacturer or distributor. 

 (3) Participate monetarily in an advertising campaign 

 or contest or to purchase unnecessary or unreasonable 

 quantities of any promotional materials, training 

 materials, showroom or other display decorations or 

 materials at the expense of the new vehicle dealer. 

 (4) Enter into any agreement with the manufacturer 

 or to do any other act prejudicial to the new vehicle 

 dealer by threatening to terminate or cancel a franchise 

 or any contractual agreement existing between the 

 dealer and the manufacturer, except that this 

 paragraph is not intended to preclude the 

 manufacturer or distributor from insisting on 

 compliance with the reasonable terms or provisions of 

 the franchise or other contractual agreement and 

 notice in good faith to any new vehicle dealer of the 

 new vehicle dealer's violation of such terms or 

 provisions shall not constitute a violation of the act. 

 17 
Pa. Stat. Ann. tit. 63, S 818.9 (renumbered in 1996 as Pa. 

Stat. Ann. tit. 63, S 818.12). 

The BVA, however, does not include a statute of 

limitations. Further, insofar as we are aware, the 

Pennsylvania courts have not issued a published opinion 

deciding which statute of limitations is applicable to a claim 

brought under the BVA. As a result, we must make a 

prediction as to which statute of limitations the 

Pennsylvania Supreme Court would apply in a BVA action, 

a process that requires us to examine the theories of 

liability underlying Northview's claims. See Barnes v. The 

American Tobacco Co., 161 F.3d 127, 151 (3d Cir. 1998). 

The district court sua sponte applied a one-year statute 

of limitations based upon its determination that 42 Pa. 

Cons. Stat. Ann. S 5523 governed the time for bringing a 

BVA claim. See app. at 14. The court, however, relied upon 

a version of section 5523 no longer in effect at the time of 

its decision or at the time this cause of action accrued as 

the legislature had amended section 5523 in 1982 to read 

as follows: 

 The following actions and proceedings must be 

 commenced within one year: 

 (1) An action for libel, slander, or invasion of privacy. 

 (2) An action upon a bond given as a security by a 

 party in any matter, except a bond given by a 

 condemnor in an eminent domain proceeding. 

 (3) An action upon any payment or performance bond. 

42 Pa. Cons. Stat. Ann. S 5523. The parties are in accord 

that none of the actions or proceedings listed in section 

5523, as amended in 1982, are applicable to a cause of 

action brought under the BVA and we are in agreement 

with them. Thus, the district court erred when it applied a 

one-year statute of limitations to the BVA claims in this 

matter and Chrysler acknowledges this point. 

Northview argues that the district court should have 

applied Pennsylvania's "catch-all" six-year statute of 

limitations to its BVA claims in which event the claims 

would have been timely. See Appellant Br. at 10 (citing 42 

 18 
Pa. Cons. Stat. Ann. S 5527). Section 5527 provides that 

"[a]ny civil action or proceeding which is neither subject to 

another limitation specified in this chapter nor excluded 

from the application of a period of limitation by section 

5531 . . . must be commenced within in six years." Because 

we find the BVA claims are the subject of another period of 

limitation specified in the relevant statutory chapter, the 

six-year statute of limitations is not applicable here. 

Chrysler suggested in the district court when moving for 

summary judgment against Cuda that a two-year statute of 

limitations applies to the BVA claims. It takes the same 

position with respect to Northview's BVA claims. In support 

of its argument for the application of a two-year statute of 

limitations, Chrysler cites to 42 Pa. Cons. Stat. Ann. 

S 5524(5) which states that an "action upon a statute for a 

civil penalty or forfeiture" must be commenced within two 

years. See Appellee Br. at 62. Chrysler also relies on Nelson 

v. State Farm Mutual Automobile Ins. Co., 988 F. Supp. 527, 

531, 534 & n.11 (E.D. Pa. 1997), see Appellee Br. at 62, as 

further support for its contention that a two-year statute of 

limitations governs BVA claims. Nelson applied section 

5524(7) in finding a two-year statute of limitations 

applicable to an action brought under the Pennsylvania 

statute for a bad faith claim against an insurer. See Nelson, 

988 F. Supp. at 531, 534 & n.11. Thus, Northview is in 

effect contending that both subsections (5) and (7) are 

applicable.5 

But Northview persuasively argues that section 5524(5) is 

not applicable to the BVA because the statute is not penal 

and instead is remedial. See Appellant Br. at 11-15. While 

there are not any reported cases addressing the question of 

whether the BVA is remedial or penal in nature, its

language expresses its remedial nature. See Pa. Stat. Ann. 

tit. 63, S 818.20 (renumbered in 1996 as Pa. Stat. Ann. tit. 

63, S 818.29) (providing for the recovery of damages or 

_________________________________________________________________ 

5. In the district court when moving for summary judgment against 

Cuda, Chrysler advanced an argument that section 5524(5) was 

applicable and did not rely on section 5524(7). We will not hold, 

however, that it waived a subsection (7) argument because it did not 

move for summary judgment against Northview on any limitations basis. 

 19 
equitable relief by those injured by the actions of a 

manufacturer). Moreover, in 1996 the legislature deleted a 

provision in section 818.20 that had provided for punitive 

damages in the event of multiple violations on the BVA, and 

renumbered the section as 818.29. The legislature thus 

emphasized the Act's remedial rather than penal nature. 

Further, similar provisions of the ADDCA have been found 

to be remedial, see Woodward v. General Motors Corp., 298 

F.2d 121, 127-28 (5th Cir. 1962), as have been like state 

statutes. See, e.g., American Suzuki Motor Corp. v. Bill 

Kummer, Inc., 65 F.3d 1381, 1388-89 (7th Cir. 1995)

(Wisconsin Motor Vehicle Dealer Law is remedial because 

enacted to protect dealers from unfair and coercive

manufacturers); Mike Smith Pontiac, GMC, Inc. v. MercedesBenz of North America, Inc., 32 F.3d 528. 531-33 (11th Cir. 

1994) (Florida Dealer Protection Act is remedial); Earl Evans 

Chevrolet, Inc. v. General Motors Corp., 598 N.E.2d 1187, 

1193 (Ohio Ct. App. 1991) (Ohio Dealer Act is remedial). 

Consequently, we conclude that the BVA is remedial rather 

than penal in nature and, accordingly, section 5524(5) is 

not applicable to this action. 

We are satisfied, however, that section 5524(7) is 

applicable here. Subsection 7 provides that any action or 

proceeding "to recover damages for injury to person or 

property which is founded on negligent, intentional, or 

otherwise tortious conduct" must be commenced within two 

years. The BVA provides a cause of action to a franchisee 

that is injured in his or her business or property by a 

violation of the Act and Northview brought this action 

making such claims. See Pa. Stat. Ann. tit. 63, S 8180.20. 

The two-year statute of limitations set forth in section 

5524(7) has been found to be applicable to other causes of 

action seeking a statutory remedy for injuries. As we 

mentioned, Nelson relied upon section 5524(7) in applying 

a two-year statute of limitations to an action brought under 

the Pennsylvania statute for a bad faith claim against an 

insurer. See Nelson, 988 F. Supp. at 534. Further, the twoyear statute of limitations period has been held applicable 

to the Washington Franchise Investment Protection Act. See 

AAMCO Transmissions, Inc. v. Harris, 759 F. Supp. 1141, 

1146 (E.D. Pa. 1991) (finding claims for fraud and failure to 

 20 
deal in good faith most analogous to those claims set forth 

in section 5524(7)). Also, claims of discrimination under the 

Pennsylvania Human Relations Act are subject to a twoyear statute of limitations under section 5524(7). See 

Raleigh v. Westinghouse Elec. Corp., 550 A.2d 1013, 1014 

(Pa. Super. Ct. 1988); see also Sameric Corp. of Del., Inc. v. 

City of Philadelphia, 142 F.2d 582, 599 (3d Cir. 1998) 

(applying section 5524 to an action under 42 U.S.C.

S 1983). Here Northview argues Chrysler violated the BVA 

because of its coercive tactics used to force Northview out 

of business and the discriminatory manner in which it 

treated Northview. Thus, it alleged intentional or tortious 

conduct and, accordingly, we predict that the Supreme 

Court of Pennsylvania would apply the two-year statute of 

limitations found in section 5524(7) to the BVA, at least in 

the circumstances Northview asserts here. 

Counsel for Northview agreed at oral argument that the 

BVA cause of action accrued, at the latest, when Chrysler 

sent the original notice of termination of the SSAs in July 

1991, which was more than two years before it filed this 

suit in October 1993. As a result, Northview did not timely 

file its BVA claims. Accordingly, the district court's 

dismissal of the claims was proper, though for the alternate 

reasons we have set forth rather than for those upon which 

the district court relied. 

D. Northview's Breach of Good Faith Claim 

The district court granted summary judgment in favor of 

Chrysler on count four of the complaint after finding that 

the UCC, as adopted by Pennsylvania, did not create an 

independent cause of action for breach of an implied 

covenant of good faith, even though the UCC in 13 Pa. 

Cons. Stat. Ann. S 1203 provides that "[e]very contract or 

duty within this title imposes an obligation of good faith in 

its performance or enforcement."6 The UCC, however, is not 

_________________________________________________________________ 

6. At oral argument, counsel for Northview seemed to be arguing that the 

claim for breach of the duty of good faith, rather than being an 

independent cause of action, colored Northview's breach of contract 

claims. This suggestion runs contrary to the complaint and the 

arguments presented in the briefs. In count four of the complaint, 

 21 
the sole source of the obligation to perform in good faith 

because the Pennsylvania courts have cited Restatement 

(Second) of Contracts S 205 for the proposition that every 

contract has an implied term that the parties will perform 

their duties in good faith, and in its brief Northview did not 

confine its claim that Chrysler did not act in good faith to 

the UCC. See, e.g., Somers v. Somers, 613 A.2d 1211, 1213 

(Pa. Super. Ct. 1992). In practice, however, the courts have 

recognized an independent cause of action for breach of a 

duty of good faith and fair dealing only in very limited 

circumstances. See, e.g., Creeger Brick and Building Supply, 

Inc. v. Mid-State Bank and Trust Co., 560 A.2d 151, 153, 

154 (Pa. Super. Ct. 1989) (duty is limited to insurers' 

dealings with insureds, franchisors' dealings with 

franchisees and other narrow situations); see also Parkway 

Garage, Inc. v. City of Philadelphia, 5 F.3d 685, 701 (3d Cir. 

1993) ("[U]nder Pennsylvania law, every contract does not 

imply a duty of good faith."). 

Courts have utilized the good faith duty as an interpretive 

tool to determine the parties' justifiable expectations in the 

context of a breach of contract action, but that duty is not 

divorced from the specific clauses of the contract and 

cannot be used to override an express contractual term. 

See Duquesne Light Co. v. Westinghouse Elec. Corp. , 66 

F.3d 604, 617-18 (3d Cir. 1995); USX Corp. v. Prime

Leasing, Inc., 988 F.2d 433, 438 (3d Cir. 1993). Thus, a 

party is not entitled to maintain an implied duty of good 

faith claim where the allegations of bad faith are"identical 

to" a claim for "relief under an established cause of action." 

Parkway Garage, Inc. v. City of Philadelphia, 5 F.3d at 701- 

_________________________________________________________________ 

Northview pleaded a separate and independent cause of action under the 

UCC. In addition, Northview argued that it "has a cause of action based 

upon damages incurred from Chrysler's breach of this implied good faith 

duty." See Appellant Br. at 16. We find Northview would not be entitled 

to recovery for breach of the duty of good faith unless an independent 

cause of action could be pleaded. Accordingly, we review the law of 

Pennsylvania to determine if such a cause of action exists and to predict 

whether the Supreme Court of Pennsylvania would allow for such a 

cause of action. Our disposition rejects the existence of this cause of 

action on the facts here both at common law and under the UCC. 

 22 
02 (noting that Parkway's allegations concerning the closing 

of a garage in bad faith were identical to its allegations 

under 42 U.S.C. S 1983 and, therefore, there was no reason 

to imply a separate cause of action for breach of a duty of 

good faith); see also D'Ambrosio v. Pennsylvania Nat'l Mut. 

Cas. Ins. Co., 431 A.2d 966, 970 (Pa. 1981) (court refused 

to recognize separate cause of action for breach of duty of 

good faith where adequate remedy was provided under

Unfair Insurance Practices Act.); Creeger Brick v. Mid-State 

Bank, 560 A.2d at 154-55; AM/PM Franchise Ass'n v. 

Atlantic Richfield Co., 542 A.2d 90, 93-94 (Pa. Super. Ct. 

1988), aff 'd in part & rev'd on other grounds 584 A.2d 915 

(Pa. 1990); Standard Pipeline Coating Co. v. Solomon & 

Teslovich, Inc., 496 A.2d 840, 843 (Pa. Super. Ct. 1985) 

(court would not create a tort remedy where there was an 

adequate remedy to address the claims in existing torts and 

contracts law). 

In view of these precedents, we believe that if a plaintiff 

alleging a violation of the implied covenant of good faith 

also were to file a claim for fraud based on the same set of 

facts, Pennsylvania courts likely would decline to proceed 

with the claim alleging bad faith. Instead, Pennsylvania 

courts would consider the other claims in the plaintiff 's 

complaint. Such an approach limits the use of the bad faith 

cause of action to those instances where it is essential. The 

covenant of good faith necessarily is vague and amorphous. 

Without such judicial limitations in its application, every 

plaintiff would have an incentive to include bad faith 

allegations in every contract action. If construed too 

broadly, the doctrine could become an all-embracing

statement of the parties' obligations under contract law, 

imposing unintended obligations upon parties and 

destroying the mutual benefits created by legally binding 

agreements. Therefore, we predict that the Pennsylvania 

Supreme Court would not extend the limited duty to 

perform a contract in good faith to a situation such as that 

presented here in which the parties in great detail set forth 

their mutual obligations and rights in the SSAs. We are 

further encouraged to reach this result because Congress 

in the ADDCA, and the legislature in the BVA, specifically 

regulated the relationship between automobile dealers and 

manufacturers. Overall, we are satisfied that, in the face of 

 23 
these detailed provisions setting forth both contractually 

and statutorily the parties' obligations and rights, we 

should not recognize an independent cause of action for 

breach of the implied covenant of good faith in this case.7 

Accordingly, the district court appropriately granted 

summary judgment on this claim. 

E. Northview's ADDCA Claim 

The ADDCA is a remedial statute enacted to redress the 

economic imbalance and unequal bargaining power 

between large automobile manufacturers and local 

dealerships, protecting dealers from unfair termination and 

other retaliatory and coercive practices. See, e.g., Maschio v. 

Prestige Motors, 37 F.3d 908, 910 (3d Cir. 1994); Hanley v. 

Chrysler Motors Corp., 433 F.2d 708, 710-11 (10th Cir. 

1970). It is, essentially, a supplement to the national 

antitrust laws, passed to counter-balance the economic 

leverage a manufacturer has over its ostensibly 

independent dealers, and its "control over [its] product in 

what amounts to quasi-integration to the retail level of 

distribution." H.R.Rep. No. 2850, 84th Cong., 2d Sess. 1, 3, 

reprinted in 1956 U.S.C.C.A.N. 4596, 4596, 4598. There 

are four elements of an ADDCA cause of action: (1) the 

plaintiff must be an automobile dealer; (2) the defendant 

must be an "automobile manufacturer" engaged in 

commerce; (3) there must be a manufacturer-dealer 

relationship embodied in a written franchise agreement; 

and (4) the plaintiff must have been injured by the

defendant's failure to act in good faith. See 15 U.S.C. 

S 1222; Maschio, 37 F.3d at 910; Sherman v. British

Leyland Motors, Ltd., 601 F.2d 429, 441 (9th Cir. 1979).8 

_________________________________________________________________ 

7. In this regard, we note that we have stated that a federal court in a 

diversity case should be reluctant to expand state common law. See Leo 

v. Kerr-McGee Chem. Corp., 37 F.3d 96, 101 (3d Cir. 1994). That 

principle also should apply when, as here, a court is exercising 

supplemental jurisdiction over state law claims. After all, regardless of 

the source of its jurisdiction, the principle is valid because a federal 

court is applying state law. 

8. Clearly, the first three of the required elements of an ADDCA claim 

have been met in this case. The only question at trial was whether 

Northview presented facts which would have allowed a reasonable jury to 

have concluded that Chrysler failed to act in good faith, as that term is 

defined by the ADDCA. 

 24 
It is axiomatic that any inquiry as to the meaning of a 

statute must begin with its language. The Act defines the 

term "good faith" as "the duty of each party to any

franchise . . . to act in a fair and equitable manner toward 

each other so as to guarantee the one party freedom from 

coercion, intimidation, or threats of coercion or intimidation 

from the other party. . . ." 15 U.S.C. S 1221(e). The Act, 

however, does not protect dealers against all unfair 

practices, but only against those breaches of good faith 

"evidenced by acts of coercion or intimidation." Salco Corp. 

v. General Motors Corp., 517 F.2d 567, 573 (10th Cir. 

1975). The case law plainly requires actual, or threatened, 

coercion or intimidation as an element of an ADDCA claim. 

See General GMC, Inc. v. Volvo White Truck Corp., 918 F.2d 

306, 308 (1st Cir. 1990); Arnold Pontiac-GMC, Inc. v. 

General Motors Corp., 786 F.2d 564, 575 (3d Cir. 1986); 

Bob Maxfield, Inc. v. American Motors Corp., 637 F.2d 1033, 

1038 (5th Cir. 1981). Consequently, it is well established 

that the duty of "good faith" dealing imposed by the Act 

must be given a narrow, rather than expansive, 

construction. See Autohaus Brugger, Inc. v. Saab Motors, 

Inc., 567 F.2d 901, 911 (9th Cir. 1978); Milos v. Ford Motor 

Co., 317 F.2d 712, 715-16 (3d Cir. 1963). For example, 

when assessing the elements of a claim under section 

1221(e), the Court of Appeals for the Ninth Circuit noted 

that: 

 There is no question that the failure to exercise good 

 faith within the meaning of the Act has a limited and 

 restricted meaning. It is not to be construed liberally. 

 . . . It does not mean `good faith' in a hazy or general 

 way, nor does it mean unfairness. The existence or 

 nonexistence of `good faith' must be determined in the 

 context of actual or threatened coercion or 

 intimidation. 

Autohaus Brugger, 567 F.2d at 911 (citations omitted). 

The case law interpreting the ADDCA provides some 

guidelines for determining whether a manufacturer has 

been guilty of coercion or intimidation. Thus, a 

manufacturer's coercion of a dealer into relinquishing the 

right to sell competing car lines may be actionable, at least 

if the dealer's franchise agreement gives it the right to make 

 25 
such sales. See, e.g., Cabriolet Porsche Audi, Inc. v. 

American Honda Motor Co., 773 F.2d 1193, 1210 (11th Cir. 

1985) ("We have little doubt that had Honda threatened to 

deny Cabriolet . . . cars to which it was entitled, unless 

Cabriolet provided an exclusive facility, this would be 

evidence of coercion"); Rea v. Ford Motor Co. , 497 F.2d 577, 

582-87 (3d Cir. 1974). Similarly, a manufacturer's efforts to 

drive a dealer out of business can qualify as bad faith. See 

Junikki Imports, Inc. v. Toyota Motor Co., 335 F. Supp. 593, 

595 (N.D. Ill. 1971); see also Randy's Studebaker Sales, Inc. 

v. Nissan Motor Corp., 533 F.2d 510, 516 (10th Cir. 1976). 

Also, an automobile manufacturer's coercive attempt to 

force unwanted automobiles on a dealer constitutes"bad 

faith." See David R. McGeorge Car Co. v. Leyland Motor 

Sales, Inc., 504 F.2d 52, 55-56 (4th Cir. 1974). 

On the other hand, if an ADDCA defendant has 

objectively valid reasons for terminating its relations with a 

dealer, the dealer cannot prevail in an ADDCA action 

absent evidence that the defendant had an ulterior motive 

for its action. See Carroll Kenworth Truck Sales, Inc. v. 

Kenworth Truck Co., 781 F.2d 1520, 1527 & n.4 (11th Cir. 

1986); see also York Chrysler-Plymouth, Inc. v. Chrysler 

Credit Corp., 447 F.2d 786, 791-92 (5th Cir. 1971) ("[T]hat 

Chrysler Motors may have had grounds for lawful 

termination of the automobile dealership does not permit 

this court to set aside a jury verdict. . . . The[ADDCA] is 

not as concerned with what the parties did as it is

concerned with why they did it."). 

Our review of the district court's decision on Chrysler's 

Rule 50 motion of necessity is affected by the court's earlier 

ruling concerning the statute of limitations and its repeated 

decisions to admit certain evidence only as proof of motive 

or intent. As noted, the district court concluded that the 

statute of limitations barred allegations premised upon 

Chrysler forcing Northview to take delivery of cars that it 

did not need and forcing it to join an advertising campaign. 

The court also prevented Northview from proffering evidence 

of Chrysler's failure to provide vehicles and parts, the 

performance of the warranty audit and the failure to 

provide proper training as direct evidence for a basis for 

Northview recovering damages. See id. at 24-26. As a 

 26 
result, the court admitted evidence of such "coercive" 

activity only to demonstrate motive or intent -- i.e., that 

Chrysler's July 1991 termination of the SSAs was 

motivated by its desire to force Northview out of business in 

furtherance of Chrysler's business plan to eliminate stand 

alone dealers. 

The more direct evidence that Northview offered at trial 

supporting this theory concerned the fact that the SSAs 

were terminated in July 1991 and that certain other stand 

alone Jeep and Eagle Dealerships were closed and then reopened after having been combined with other Chrysler 

dealerships. From this evidence, Northview argues that a 

reasonable jury could have concluded that Chrysler coerced 

or intimidated it into closing its dealership so that Chrysler 

could pair the dealership with another of its vehicle brands. 

At argument before us, counsel for Northview confirmed 

that he did not challenge the ADDCA statute of limitations 

and evidentiary rulings of the district court.9 Rather, 

_________________________________________________________________ 

9. In its opening brief, Northview does not make any mention of the 

February 9, 1996 order in its challenges to the district court's decision 

on the Rule 50 motion. In fact, Northview makes only an oblique onesentence reference to the statute of limitations issue. See Appellant Br. 

at 29. Nowhere does Northview expressly challenge the statute of 

limitations ruling or the ruling of the district court to admit certain 

evidence only as proof of motive or intent. The entire focus of 

Northview's 

argument is on the fact that, in light of the evidence of motive and the 

other evidence at trial, its case on wrongful termination was sufficient 

to 

allow a jury to find in its favor on the ADDCA claim. 

Interestingly, even though Chrysler prevailed, it challenges the 

admission of the motive or intent evidence. While Chrysler's argument 

along these lines is substantial, see Becker v. ARCO Chemical Co., 201 

F.3d 176 (3d Cir. 2000), we will assume without deciding that the 

district court properly admitted the evidence as bearing on Chrysler's 

motive or intent. Thus, in considering Northview's appeal from the order 

granting Chrysler judgment as a matter of law, we are considering the 

Rule 404(b) evidence. Accordingly, we are not following our long-standing 

practice, see Lightning Lube v. Witco, 4 F.3d at 1198-1200, approved by 

the Supreme Court in Weisgram v. Marley Co., 120 S.Ct. 1011, 1019-22 

(2000), of considering an appeal from an order granting a judgment as 

a matter of law only on the basis of evidence we determine was admitted 

properly. 

 27 
Northview argues that when the evidence it presented is 

considered as proof of Chrysler's bad motive or intent, a 

reasonable jury could have concluded that Chrysler did not 

act in good faith when it terminated Northview. 10 

While evidence of improper motive may be sufficient in 

certain franchise terminations cases to create a jury 

question, see Carroll Kenworth Truck Sales, 781 F.2d at 

1527 & n.4; York Chrysler-Plymouth, 447 F.2d at 791-92, 

the evidence presented here was wholly insufficient to raise 

an inference that Chrysler was motivated by a desire to 

close Northview as part of a plan to phase out stand alone 

Jeep and Eagle dealerships. The theory of Northview's case 

appears to rest upon the existence of what has been termed 

Plan 2000. Northview was not allowed to reference Plan 

2000 by name at the trial because it did not come into 

existence until after Northview's SSAs were terminated. See 

app. at 68, 164-65. Northview argues, however, that the 

plan was in place before its formal adoption and operated 

to eliminate stand alone Jeep and Eagle dealerships like 

Northview and replace them with dealerships selling both 

Jeeps and Eagles and other Chrysler lines such as Dodge 

or Plymouth. 

In support of its Plan 2000 theory, Northview presented 

evidence of a number of stand alone Jeep and Eagle 

dealerships that were closed only to have been reopened 

later at nearby dealerships of other Chrysler lines. See, e.g., 

app. at 550-54 (listing 6 Jeep and Eagle dealerships, of over 

50 in its region, that were closed and combined with 

another Chrysler brand). There is noticeably absent from 

the evidence Northview presented, however, any evidence 

that Chrysler forced these Jeep and Eagle dealerships to 

close, that the closed dealerships suffered difficulties 

similar to Northview, or that the closing and later reopening 

of the dealerships was not a beneficial change for the 

_________________________________________________________________ 

10. Northview has waived any argument that the district court erred in 

dismissing its breach of contract cause of action as all of its arguments 

in its brief with respect to the judgment as a matter of law are addressed 

to the ADDCA. See Society Hill Tower Owners' Ass'n v. Rendell, 210 F.3d 

168, 185 (3d Cir. 2000). In any event, the district court correctly 

granted 

the Rule 50(a) motion on all issues being tried. 

 28 
parties involved. Northview asserts that a reasonable 

inference to be drawn from evidence of the mere closing of 

certain Jeep and Eagle dealerships is that Chrysler was 

motivated to bring about the wrongful termination of all 

stand alone Jeep and Eagle dealerships such as Northview. 

Based upon the evidence presented, however, this is not a 

reasonable inference from the evidence but instead is a leap 

of faith. As mentioned, there was no evidence presented to 

suggest any connection between the closings or to suggest 

that the closings resulted from coercion on the part of 

Chrysler. 

As argued by Chrysler: 

 If this marketing plan had been in effect since 1987, 

 one would expect that Northview would have been able 

 to supply evidence of one dealer that was terminated or 

 consolidated pursuant to the plan. If Chrysler had a 

 four-year old plan to get rid of stand alone Jeep/Eagle 

 dealers, where was the evidence of a single dealer that 

 fell prey to the plan? There was none. 

Appellee Br. at 36. Chrysler is correct on this point; 

Northview did not present evidence of any dealership 

"falling prey" to the alleged marketing plan. In the absence 

of such evidence, or at least some evidence that the 

dealership closings that were proffered were not desired by 

the owners and were connected in some manner, Northview 

is not entitled to the inference it desires, namely that since 

1987 Chrysler was operating under a plan to close all stand 

alone Jeep and Eagle dealerships. No reasonable jury could 

draw this inference from the facts presented at trial. 

As mentioned, the ADDCA does not protect dealers 

against all unfair practices, but only against those 

"evidenced by acts of coercion or intimidation." Salco Corp. 

v. General Motors Corp., 517 F.2d at 573. The case law 

plainly requires a plaintiff to present evidence of actual, or 

threatened, coercion or intimidation. See Bob Maxfield, Inc., 

637 F.2d at 1038. While we recognize that a manufacturer 

could coerce a dealer by placing it in a difficultfinancial 

position, Northview has not presented evidence of coercion 

or intimidation in this case. Although there may be

evidence that Chrysler and Northview had difficulty

 29 
understanding and dealing with each other, such difficulty 

is not actionable under the ADDCA. See, e.g., Gage v. 

General Motors Corp., 796 F.2d 345, 350-51 (10th Cir. 

1986) (arbitrary decision making on part of manufacturer 

does not constitute violation of ADDCA). A difficult business 

relationship is not, in and of itself, coercion or intimidation. 

In the absence of evidence from which a reasonable jury 

could have inferred that Chrysler coerced or intimidated 

Northview, or threatened coercive action against it, the 

district court correctly granted Chrysler's Rule 50 Motion.11 

In addition, the other evidence of wrongful intent 

proffered by Northview was insufficient to create a question 

for the jury. For example, Northview presented evidence 

that Chrysler did not provide the dealership with sufficient 

numbers of the more desirable and faster selling models of 

the Jeep Cherokee. The evidence offered, however, 

demonstrated that dealers across the country were 

experiencing similar problems. See exhs. at 1-2, 3, 4. 

Northview did not offer evidence that it suffered shortages 

different than those of any other dealer. Thus, in the 

absence of evidence of discriminatory treatment, no jury 

reasonably could have concluded that Chrysler was 

motivated by its desire to close the Northview dealership in 

its allocation decisions and thus was coercing Northview by 

injuring it financially. 

Further, despite arguing that it was forced to order 

unwanted vehicles, Northview did not present any evidence 

of specific unwanted vehicles that Chrysler forced it to 

order. Rather, Northview presented evidence that Chrysler 

recommended that Northview order the mix of vehicles that 

Chrysler was producing in order to receive its full allocation 

of vehicles. See app. at 292. From this evidence, Northview 

_________________________________________________________________ 

11. Chrysler argues that Northview's failure to take care of its 

customers, 

or otherwise properly run its business, caused its closing. While this 

may be so, and indeed we are tempted to acknowledge as much, 

particularly in view of Northview's consumer fraud problems, we refrain 

from doing so as there is a dispute of fact on this point, and we are 

obliged in considering the Rule 50(a) order to view the evidence in a 

light 

most favorable to Northview. Our point is that regardless of what 

Northview did or did not do, Chrysler was entitled to a judgment as a 

matter of law with respect to its conduct. 

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argues that Chrysler was attempting to coerce the 

dealership into ordering unwanted vehicles. The only fair 

reading of the evidence, however, is that Chrysler was 

suggesting that Northview order the mix of vehicles so that 

it could be guaranteed to receive more vehicles. There was 

nothing preventing Northview from ordering a greater 

number of more desirable vehicles than it was allocated, 

but it would have had to wait for other dealers' allocations 

to be met first and then have its excess orders satisfied by 

any surplus. See app. at 809-10. No reasonable jury could 

have concluded that such actions were coercive within the 

meaning of the ADDCA. See, e.g., Colonial Dodge, Inc. v. 

Chrysler Corp., 11 F. Supp.2d 737, 744 (D. Md. 1996) 

(granting summary judgment in favor of manufacturer upon 

finding that under ADDCA dealer is entitled only to cars 

due under allocation system, not to all the automobiles it 

requests). 

Also, the evidence presented at trial merely demonstrated 

that Chrysler, on occasion, either urged or recommended 

that Northview order, stock, and sell all models of all 

vehicle lines. The SSAs, however, obligated Northview to 

market and sell all Jeep and Eagle models energetically and 

aggressively. See exhs. at 152. In addition, neither the 

recommendations of a manufacturer nor the actual 

solicitation of vehicle orders rises to the level of a violation 

of the ADDCA and they hardly can be viewed as coercive 

tactics. See Autohaus Brugger, Inc., 567 F.2d at 913. At 

trial, Northview did not present evidence to suggest that 

Chrysler did anything more than make suggestions or

recommendations. While it may be true that Chrysler stated 

the only way Northview could be guaranteed more vehicles 

would be to order in the suggested manner, the evidence 

could not support a conclusion that Chrysler used coercion 

or intimidation to force Northview to order unwanted 

vehicles. Northview was free to order the vehicles it desired, 

in the numbers it desired, if it were willing to take the 

chance that there would be a sufficient supply after all 

dealer allocations were met to meet its demand. 

We recognize that Northview presented evidence that

Chrysler failed to explain properly its warranty 

reimbursement system and the EPUR. See app. at 313-14, 

 31 
332. Again, this problem was one that dealers suffered 

universally. See id. at 315. The evidence presented could 

not provide a foundation for a conclusion that Chrysler 

subjected Northview to discriminatory treatment, i.e., that 

Chrysler singled it out for warranty audits or that stand 

alone dealerships in particular were subjected to the 

audits. Moreover, Northview's evidence did not permit a 

finding that: (1) the warranty audit was not warranted; (2) 

its placement on a more restrictive warranty approval 

system was not appropriate under the circumstances; or (3) 

the audit or Northview's placement on the more restrictive 

approval system interfered in any way with its ability to 

operate the dealership profitably. In the absence of 

sufficient evidence to support these conclusions, it would 

be unreasonable for a jury to infer that Chrysler used the 

warranty audit as a means of coercing Northview to 

relinquish its franchise. 

Northview suggests that, when viewing the evidence, a 

reasonable jury could have concluded that Chrysler, by its 

actions and omissions, made it impossible for Northview to 

operate profitably. Acceptance of this argument, however, 

would require viewing evidence concerning vehicle ordering 

and supply, warranty audits, and animosity as substantive 

evidence to support a damages recovery. As mentioned, 

Northview was prevented from proffering such evidence for 

that purpose and has not raised any argument here to 

suggest that the court's limitation was erroneous. 

Accordingly, Northview is not entitled to the inference it 

desires. Moreover, the evidence could not support an 

inference of coercion or intimidation as is required by the 

ADDCA. 

As a final matter, we note that the SSAs were terminated 

by operation of section 28, which states that the failure of 

a dealership to operate its business for seven consecutive 

business days automatically terminates the SSAs without 

notice. See exhs. at 162. Thus, notwithstanding Chrysler's 

having mailed Northview a notice of termination in July 

1991, in light of our analysis of the evidence we are 

satisfied that a reasonable jury could not have concluded 

that the termination of the SSAs pursuant to section 28 

supports a cause of action under the ADDCA. See, e.g., 

 32 
Dick Winning Chrysler-Plymouth, Inc. v. Chrysler Motors 

Corp., 750 F.2d 895, 899-900 (11th Cir. 1985) (no violation 

of ADDCA where franchise termination was in accordance 

with express terms of agreement); Globe Motors, Inc. v. 

Studebaker-Packard Corp., 328 F.2d 645, 648-49 (3d Cir. 

1964). Overall, we are satisfied that the district court 

properly granted Chrysler's motion for judgment as a 

matter of law, even when we exercise the generous 

standard of review owed to Northview on its appeal from the 

judgment entered pursuant to Rule 50(a). 

IV. CONCLUSION 

For the reasons set forth above, we affirm the March 7, 

1995 and February 9, 1996 orders of the district court 

granting summary judgment in favor of Chrysler as to 

Northview's BVA and UCC good faith claims. We also affirm 

the September 28, 1999 order granting Chrysler's motion 

for judgment as a matter of law pursuant to Rule 50(a). 

A True Copy: 

Teste: 

 Clerk of the United States Court of Appeals 

 for the Third Circuit 

 33