In the

United States Court of Appeals

For the Seventh Circuit

No. 00-2233

RAY HUTSON CHEVROLET, INCORPORATED,

Plaintiff-Appellant,

v.

GENERAL MOTORS CORPORATION,

Defendant-Appellee.

Appeal from the United States District Court

for the Western District of Wisconsin

No. 99-C-518-S--John C. Shabaz, Chief Judge.

Argued October 24, 2000--Decided December 18,

2000

 Before FLAUM, Chief Judge, and MANION and

EVANS, Circuit Judges.

 EVANS, Circuit Judge. This case, brought

under our diversity jurisdiction,

requires us to interpret a provision of

the Wisconsin Automobile Dealership Law,

sec. 218.01 Wis. Stat. The district judge

granted the motion of the General Motors

Corporation to dismiss the statutory

claims on the basis of language in the

1993 revisions to the law, which he read

to grant GM broad immunity from suit.

Ultimately he dismissed all the claims,

including common law claims, on the basis

of the immunity provision. On this

unsettled question of Wisconsin law we

must surmise how the Wisconsin Supreme

Court would likely interpret the statute.

 Since 1953 Ray Hutson Chevrolet has been

a licensed Chevrolet dealership in

LaCrosse, Wisconsin. In 1966 Hutson built

new dealership facilities in accordance

with GM’s facility space guidelines.

These facilities have proven to be larger

than required to handle the dealership’s

service business. In 1985 Hutson obtained

GM approval to add Nissan service to the

service facility. Though it serviced

Nissans in the GM service facility,
Hutson sold Nissans out of a separate

building because GM does not allow sales

of cars other than GM cars out of GM

dealerships. Even after Nissan service

was added, the service facility was too

large for the business.

 In the spring of 1999 Hutson accepted an

offer from the United States distributor

for Kia vehicles, Kia Motors America,

Inc., to open a Kia franchise at the

Hutson dealership. The plan was to sell

Kias out of the Nissan facility but to

add Kia to the GM service and parts

facility, which GM and Nissan were

already sharing.

 Under the dealership agreement with GM,

Hutson was required to notify GM of these

plans. It did that and furnished all the

information GM requested for its

evaluation of the proposal. GM rejected

the proposal on May 24, 2000, citing

"performance standards." One was the GM

facility standard, which refers to its

policy of not selling competing brands

from its GM sales facilities. But Hutson

claims it was not going to sell Kias out

of the GM sales facility and GM had

recently approved a plan similar to

Hutson’s for another dealership. GM also

cited customer satisfaction standards,

which it says were low and Hutson says

were fine when compared to similar

dealerships. With regard to working

capital standards, which GM also cited,

Hutson agreed to raise its working

capital.

 As a result of GM’s refusal to approve

the Hutson proposal, Kia withdrew its

franchise offer and Hutson says it lost

an opportunity to increase net profits by

several hundred thousand dollars. This

case followed. The district judge granted

a motion to dismiss and a motion for

summary judgment for GM, both of which

depend on the interpretation of a

Wisconsin statute. Our review of those

decisions is de novo. Lexington Ins. Co.

v. Rugg & Knopp, Inc., 165 F.3d 1087 (7th

Cir. 1999). Because the issue involves an

unsettled issue of Wisconsin law, we must

determine what the Wisconsin Supreme

Court would have to say about it.

 In 1937 Wisconsin enacted the Wisconsin

Automobile Dealership Law; its purpose

was to protect dealers from

manufacturers. Forest Home Dodge, Inc. v.
Karns, 29 Wis. 2d 78 (1965). The law was

revised in 1993. The 1993 revisions are

at issue here.

 The 1993 revisions created sec.

218.01(3x), which set out procedures for

challenging a manufacturer’s refusal to

allow a change in ownership, management,

or location of a dealership and, as

relevant here, to add another franchise

to an existing facility. It provided that

if the grantor does not approve the

dealer’s request, it must provide a

written statement, within 30 days, of its

reasons for disapproval. Failure to file

the statement results in approval. A

dealership which is served with a written

statement disapproving its proposal may

file a complaint with the Wisconsin

Department of Transportation and ask for

a determination of whether there is good

cause for permitting the proposed action.

The Office of the Commissioner of

Transportation must promptly schedule a

hearing and decide the matter. Factors

which the commissioner should consider

are set out in the statute.

 Subsection (3x) also has a qualified

immunity provision which provides:

The reasons given for the disapproval or

any explanation of those reasons by the

manufacturer . . . shall not subject the

manufacturer . . . to any civil liability

unless the reasons given or explanations

made are malicious and published with the

sole intent to cause harm to the dealer .

. . .

Hutson says the qualified immunity

provision shields the manufacturer only

from defamation claims which might arise

out of the requirement that the

manufacturer give reasons for the denial

of the request; GM says it provides

qualified immunity as to any cause of

action for damages arising out of its

disapproval of a proposed dealership

change. It was the latter interpretation

which carried the day with the district

court.

 The language of the immunity provision,

like a lot of legislative enactments, is

not as clear as crystal. Hutson’s reading

of the statute requires that we imply

that the legislature meant that the

"publication of the reasons," rather than

simply the reasons themselves, shall not
subject the manufacturer to liability. On

the other hand, if, as GM contends, the

legislature had intended to provide a

broad grant of immunity, it could easily

have done so more clearly.

 Before we try our hand at making sense

out of these provisions, we need to look

at other relevant provisions of the law.

Section 218.01(9), provides a civil cause

of action for various violations of the

law: "Without exhausting any

administrative remedy available under an

agreement or this section, except as

provided in sub. (3)(f) and (fm), a

licensee may recover damages in a court

of competent jurisdiction for pecuniary

loss" and costs and attorney fees if the

loss is caused by certain violations,

including two which are relevant to our

analysis. One is "[b]eing a manufacturer

. . . who fails to comply with the

procedures in sub. (3x) regarding a

dealer’s request for approval of . . .

adding another franchise at the same

location as its existing franchise . . .

." Section 218.01(3)(a)24. Another covers

violations of subsection (3)(a)22, which

in turn refers to section 219.01(2g),

which requires that performance standards

by which dealership performance is

measured must be "fair, reasonable and

equitable."

 Hutson brought its lawsuit based on

violations of subsection (3)(a)22,

requiring fair performance standards, and

(3)(a)11, forbidding unconscionable

practices, rather than subsection

(3)(1)24, regarding failure to comply

with the procedures for evaluation of a

request to add a franchise.

 Even though there is considerable

incongruity in saying that, without

exhausting administrative remedies, a

dealer can bring a suit for damages if a

manufacturer fails to comply with

administrative procedures, it appears

that the parties agree that a suit based

on subsection (3)(a)24 can only be

brought based on a manufacturer’s failure

to do just that. We surmise that the

reason Hutson brought its suit for

damages for violations of subsections

(3)(a)22 and (3)(a)11, rather than for

violations of subsection (3)(a)24, is

that GM had not refused to comply with

administrative procedures; in fact,

Hutson had never instituted
administrative procedures.

 But the parties disagree about whether,

in a situation such as the one here,

subsection (3)(a)24 is an exclusive

remedy. That is, if the dispute involves

a refusal to approve a proposal to add a

franchise to the dealership, does

subsection (3)(a)24, which specifically

covers that situation, occupy the field?

Or, in a situation such as exists between

Hutson and GM in which the manufacturer

cites the dealership’s failure to meet

performance standards as the reason for

the refusal to approve the proposal, can

the dealership also rely on the

subsections of the statute concerning the

unfair application of the performance

standards?

 Looking at the entire scheme, it seems

likely to us that the purpose of

subsection (3x) was to establish an

administrative procedure to deal with

requests to add franchises (and to change

ownership, management, or location of a

dealership). The commissioner of the

Department of Transportation is given

authority to evaluate rejections of these

requests and administrative review of the

commissioner’s decision is provided. If

the manufacturer does not comply with the

administrative procedures, then the

dealer can file a civil action based on

that noncompliance. It is a comprehensive

scheme for dealing with changes to the

dealership; it does not apply directly to

the existing franchise itself. To put

responsibility for evaluating this kind

of change to an existing franchise in the

hands of the department has some logical

appeal. After all, it seems clear that

the dealership’s interest in its existing

franchise is different in kind from its

interest in obtaining a new franchise.

The integrated nature of the scheme leads

us to conclude that subsection (3x)

provides an exclusive procedure for

evaluating a manufacturer’s rejection of

a proposal such as the one here. If the

statute did not provide for an exclusive

procedure, then it seems likely that very

often, as here, the entire administrative

scheme could be ignored and a dealer

could head straight to court, seeking

damages based on the rejection of its

proposal, thus reading the administrative

procedures out of the statute.

 It follows that the civil remedy

provided in subsection (24) is exclusive
even if the rejection of the proposal is

based, as it is here, on performance

standards. We see a difference between

reliance on the imposition of performance

standards on a dealership for purposes of

enforcing or perhaps terminating the

existing franchise agreement, and

areference to performance standards as a

reason for the rejection of the addition

of another franchise to an existing

dealership. The manufacturer could be

saying, as in fact GM seemed to be saying

here, that the dealership’s performance

is acceptable but not good enough to

allow the addition of another franchise.

In fact, GM specifically said in its

letter rejecting the proposal that it was

"concerned that the addition of Kia would

further dilute your focus on Chevrolet."

We do not read the letter to say that the

existing franchise is in immediate

jeopardy.

 The immunity provision fits into this

scheme. Subsection (3x) says, in part,

that the reasons given for disapproving a

proposal "shall not subject the

manufacturer . . . to any civil

liability" unless the reasons or

explanations are malicious and published

with the "sole intent to cause harm to

the dealer . . . ." It is reasonable to

read that provision as an attempt to

ensure that (3x) remains the exclusive

mechanism for resolving disputes like

this one between Hutson and GM. If, as we

conclude, the legislature meant for

disputes regarding the addition of

franchises or changes to existing

franchises to be resolved through the

Department of Transportation, it follows

that the immunity provision is intended

to prevent end-runs around the statutory

scheme. In the absence of the immunity

provision, it seems likely that, rather

than using the administrative procedures

set out in the statute, at least some

dealers would file a miscellany of civil

claims. In short, they would do what

Hutson has done here. On the other hand,

if the immunity provision provides

manufacturers with a broad immunity from

suit so long as they have not acted with

malice, it is consistent with the other

provisions of the statute. It completes

the circle. Our conclusion is that, in

fact, the statute provides manufacturers

with such immunity and bars this civil

suit.
 Accordingly, the judgment of the

district court is

AFFIRMED.