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SJC-11545

MASSACHUSETTS STATE AUTOMOBILE DEALERS ASSOCIATION, INC., &

others1 vs. TESLA MOTORS MA, INC., & another.2

Norfolk. May 6, 2014. - September 15, 2014.

Present: Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.

Motor Vehicle, Dealer. Consumer Protection Act, Motor vehicle 

franchise, Standing. Practice, Civil, Standing.

Civil action commenced in the Superior Court Department on 

October 16, 2012.

A motion to dismiss was heard by Kenneth J. Fishman, J.

The Supreme Judicial Court on its own initiative 

transferred the case from the Appeals Court.

Thomas S. Vangel (James F. Radke with him) for 

Massachusetts State Automobile Dealers Association, Inc., & 

others.

Richard P. Campbell for the defendants.

John E. Kwoka, Jr., pro se, amicus curiae, submitted a 

brief.

 

1 Connolly Buick, Co., Inc., doing business as Herb Connolly 

Chevrolet; Jake Kaplan's Inc., doing business as Fisker Norwood; 

and James G. Boyle.

2 Tesla Motors, Inc.
2

BOTSFORD, J. In Beard Motors, Inc. v. Toyota Motor 

Distribs., Inc., 395 Mass. 428 (1985) (Beard Motors), this court 

held that a Massachusetts motor vehicle dealer did not have 

standing to maintain an action for an alleged violation of G. L. 

c. 93B, § 12A, against a motor vehicle distributor with which it 

was not affiliated. In the case before us, the principal 

question is whether amendments to the statute in 2002 broadened 

the scope of standing under c. 93B, such that Massachusetts 

motor vehicle dealers now have standing to maintain an action 

for an alleged violation of the statute against unaffiliated 

motor vehicle manufacturers or distributors. We hold that the 

2002 amendments did not have this effect. Chapter 93B is aimed 

primarily at protecting motor vehicle dealers from injury caused 

by the unfair business practices of manufacturers and 

distributors with which they are associated, generally in a 

franchise relationship. We therefore affirm the judgment of the 

Superior Court dismissing the plaintiffs' action on the basis of 

lack of standing.

Procedural background. The plaintiff Massachusetts State 

Automobile Dealers Association, Inc. (MSADA), is a Statewide 

organization that represents the interests of new automobile and 

truck franchised dealerships in Massachusetts; two of the other 

plaintiffs, Connolly Buick Co., Inc., doing business as Herb 
3

Connolly Chevrolet, and Jake Kaplan's Inc., doing business as 

Fisker Norwood, are Massachusetts motor vehicle dealers. The 

plaintiffs commenced this action against Tesla Motors, Inc., an 

automobile manufacturer, and its Massachusetts subsidiary, Tesla 

Motors MA, Inc., alleging that the defendants were operating "an 

automobile dealership showroom in the Natick Mall without a 

license and in violation of law which prohibits a manufacturer 

from owning a dealership."3 The plaintiffs claimed that the 

defendants were in violation of G. L. c. 93B, §§ 3 (a)

4 and 

4 (c) (10),5 and were engaged in a civil conspiracy "to evade 

Massachusetts law and to operate an automobile dealership 

without the required licenses." They sought declaratory relief, 

a temporary restraining order, and preliminary and permanent 

injunctive relief that would, among other things, prevent the 

defendants from owning directly or indirectly any Tesla brand 

dealership in Massachusetts.

 

3 We generally will refer to Tesla Motors, Inc., as "Tesla," 

and Tesla Motors MA, Inc., as "Tesla MA." Where appropriate, we 

refer to Tesla and Tesla MA collectively as "the defendants."

4 General Laws c. 93B, § 3 (a), inserted by St.2002, c. 222, 

§ 3, provides: "Unfair methods of competition and unfair or 

deceptive acts or practices, as defined in [c. 93B, §] 4, are 

hereby declared to be unlawful."

5 General Laws c. 93B, § 4 (c) (10), inserted by St. 2002, 

c. 222, § 3, provides in part that it is deemed a violation of 

c. 93B, § 3 (a), for a manufacturer to own or operate, directly 

or through a subsidiary, a dealership in the Commonwealth "of 

the same line make" as any vehicles that the manufacturer 

manufactures or distributes.
4

The defendants moved to dismiss the complaint both for lack 

of standing and for failure to state a claim on which relief 

could be granted. See Mass. R. Civ. P. 12 (b) (1) and (6), 365 

Mass. 754 (1974). They argued, among other things, that the 

plaintiffs lacked standing to claim a violation of G. L. c. 93B 

and conspiracy to violate c. 93B because they were not 

"affiliated dealers" of Tesla or Tesla MA. After a hearing, a 

judge in the Superior Court denied the plaintiffs' request for a 

temporary restraining order and preliminary injunction, ruling 

that the plaintiffs lacked standing to maintain the action. He 

subsequently denied the plaintiffs' motion for reconsideration 

and dismissed the complaint for lack of standing.6,7 The 

plaintiffs appeal.

 

6 The defendants also filed a special motion to dismiss 

pursuant to the so-called "anti-SLAPP" statute, G. L. c. 231, 

§ 59H. The judge denied that motion. The defendants do not 

press the point on appeal.

7 The judge ruled in part that the Massachusetts State 

Automobile Dealers Association (MSADA) did not have standing 

because it is not a manufacturer, distributor, or motor vehicle 

dealer entitled to bring suit under G. L. c. 93B, § 15. The 

plaintiffs claim on appeal that MSADA has "associational 

standing." See Modified Motorcycle Ass'n of Mass., Inc. v. 

Commonwealth, 60 Mass. App. Ct. 83, 85 & n.6 (2003), citing Hunt

v. Washington State Apple Advertising Comm'n, 432 U.S. 333, 343 

(1977). Given the result we reach and, in any event, because of 

the presence of the two individual dealer plaintiffs, we need 

not attempt to resolve MSADA's associational standing claim.
5

Facts.

8 Tesla is a manufacturer of electric motor vehicles. 

It was incorporated in Delaware in 2003. Tesla Motors MA is its 

wholly-owned subsidiary, incorporated in Massachusetts in 2012 

"to lease and operate stores, galleries and service centers for 

the sale and service of Tesla vehicles in Massachusetts and to 

provide the public with information about electric vehicle 

ownership." Neither of the defendants is affiliated in any way 

with the plaintiffs. The defendants are not members of MSADA, 

and neither of the plaintiff individual dealers ever sold or 

distributed Tesla brand vehicles.

At the time the complaint was filed, the defendants were 

not licensed to sell motor vehicles in Massachusetts. However, 

Tesla MA had filed with the board of selectmen of Natick (board) 

an application for a class 1 license pursuant to G. L. c. 140, 

§§ 58 and 59.9 Tesla MA was also operating a "gallery" in the 

 

8 This recitation of facts is drawn from the allegations of 

the plaintiffs' verified complaint and from affidavits and other 

exhibits that were before the motion judge. A judge ruling on a 

motion to dismiss for lack of standing pursuant to Mass. R. Civ. 

P. 12 (b) (1), 365 Mass. 754 (1974), may properly consider such 

submissions. See Ginther v. Commissioner of Ins., 427 Mass. 

319, 322 & n.6 (1998); Watros v. Greater Lynn Mental Health & 

Retardation Ass'n, 421 Mass. 106, 108-109 (1995).

9 Class 1 licenses are granted to "[a]ny person who is a 

recognized agent of a motor vehicle manufacturer or a seller of 

motor vehicles made by such manufacturer whose authority to sell 

the same is created by a written contract with such manufacturer 

or with some person authorized in writing by such manufacturer 

to enter into such contract, and whose principal business is the 
6

Natick Mall at which interested individuals could view a Tesla 

display vehicle and learn about Tesla products and electric 

motor vehicles in general. The plaintiffs alleged in their 

complaint that the gallery was the functional equivalent of a 

dealership showroom, intended to generate sales of Tesla 

vehicles. The defendants have denied that any sales of vehicles 

have been made or facilitated at the gallery. In any event, 

between the time of the motion judge's ruling on the plaintiffs' 

request for a preliminary injunction and his ruling on the 

defendants' motion to dismiss, the board approved Tesla MA's 

license application and issued a class 1 license to Tesla MA, 

permitting it to operate a sales office located on West Central 

Street in Natick (town).

10

 

sale of new motor vehicles." G. L. c. 140, § 58 (b). The 

licensing process is the subject of G. L. c. 140, § 59.

10 MSADA and Brigham-Gill Motorcars, Inc., a Massachusetts

motor vehicle dealer that is not involved in this litigation, 

challenged the issuance of the license to Tesla MA. They 

commenced an action in the Superior Court seeking declaratory 

relief pursuant to G. L. c. 231A, and relief in the nature of 

certiorari pursuant to G. L. c. 249, § 4, alleging that the 

license violated G. L. c. 93B, § 4 (c) (10). A different judge 

in the Superior Court allowed Tesla MA to intervene in that 

action and then dismissed the action on motion of Tesla MA and 

the board of selectmen of Natick. The judge ruled that the 

plaintiffs lacked standing to maintain the action because they 

had not demonstrated a legally cognizable injury, and because 

the statute governing the issuance of the license, G. L. c. 140, 

§ 59, did not give them a right to challenge the granting of the 

license. The order dismissing the complaint in that action came 

after the order dismissing the complaint in this case, but 
7

Statutory framework. Chapter 93B was added to the General 

Laws in 1970 (see St. 1970, c. 814, § 1). It was, and continues 

to be, "a comprehensive statute covering an array of business 

practices in the automobile industry." Beard Motors, 395 Mass. 

at 430. It "was enacted in recognition of the potentially 

oppressive power of automobile manufacturers and distributors in 

relation to their affiliated dealers." Id. at 432. "The 

statute aims at eliminating industry practices which may be 

reasonably thought to operate unfairly or coercively. It is 

designed to protect franchisees from having to succumb to 

dictation by manufacturers pressing their own interests in 

disregard of the health of other elements in the trade and 

perhaps ultimately of the welfare of the public." Tober Foreign 

Motors, Inc. v. Reiter Oldsmobile, Inc., 376 Mass. 313, 322 

(1978) (Tober). See Brown, A Bill of Rights for Auto Dealers, 

12 B.C. Indus. & Commercial L. Rev. 757 (1971) (Brown).

General Laws c. 93B, as enacted in 1970, remained in effect 

and in the same general form through 2002. Before the 2002 

amendments, c. 93B, § 3 (a), declared unlawful the use of 

 

neither MSADA nor Brigham-Gill appealed the judgment of 

dismissal.

Tesla and Tesla MA argue, as an alternative basis for 

upholding the judgment of dismissal in this case, that the 

plaintiffs are barred by principles of res judicata from 

relitigating the issue of standing. Given the result we reach, 

we need not resolve that contention.
8

"unfair methods of competition and unfair or deceptive acts or 

practices, as defined in [c. 93B, §] 4." See G. L. c. 93B, § 3 

(a), inserted by St. 1970, c. 814, § 1. Section 4 (3), in turn, 

itemized "a considerable array of oppressive practices," Tober, 

376 Mass. at 320, by manufacturers and distributors that were 

deemed to be violations of § 3 (a). See G. L. c. 93B, § 4 (3) 

(a)-(m), inserted by St. 1970, c. 814, § 1, and as amended 

through St. 1977, c. 717, § 3. When originally enacted, this 

itemized list was described by one author as the "The Dealers' 

'Bill of Rights' Provision," and was intended to protect 

franchised dealerships from specific types of abuses by their 

manufacturers. Brown, supra at 799-806. Chapter 93B also had a 

section authorizing the Attorney General, at the request of a 

dealer, manufacturer, or distributor, to enforce compliance with 

the chapter in accordance with G. L. c. 93A, §§ 4-8, inclusive, 

see c. 93B, § 12, as amended by St. 1977, c. 717, § 5, as well 

as a provision conferring a private right of action on motor 

vehicle dealers damaged by one or more of the proscribed acts or 

practices. See G. L. c. 93B, § 12A, as amended by St. 1985, 

c. 689, § 2.

The 2002 statutes repealed in its entirety the thenexisting c. 93B and replaced it with a new c. 93B. See St. 

2002, c. 222, § 3. However, many of the core provisions and the 

general structure of the previous statute have remained 
9

essentially the same. Specifically, § 3 (a) of the new c. 93B11

continues to declare unlawful the use of "[u]nfair methods of 

competition and unfair or deceptive acts and practices, as 

defined in [§] 4," and § 4 (c), like the former § 4 (3),

consists of an itemized list of specific acts that are deemed to 

be violative of § 3 (a). Although the section number has 

changed, c. 93B continues to give the Attorney General the power 

to enforce compliance with the statute on request of any dealer, 

manufacturer, or distributor, see c. 93B, § 14, inserted by St. 

2002, c. 222, § 3.

Of particular concern in this case are new § 4 (c) (10) and

new § 15 (a). Under § 4 (c) (10), it is unlawful for a 

manufacturer, distributor, or franchisor representative "to own 

or operate, either directly or indirectly through any 

subsidiary, parent company or firm, a motor vehicle dealership 

located in the commonwealth of the same line make as any of the 

vehicles manufactured, assembled or distributed by the 

manufacturer or distributor." G. L. c. 93B, § 4 (c) (10), 

inserted by St. 2002, c. 222, § 3. Under the cognate provision 

of the version of the statute that existed just before its 2002 

amendments, it was unlawful for a manufacturer, distributor, or 

wholesaler "to own and operate, either directly or indirectly 

 

11 The statute was amended by St. 2012, c. 152. Use of the 

words "new" or "now" in reference to G. L. c. 93B, means the 

statute inserted by St. 2002, c. 222, § 3.
10

through any subsidiary, parent or affiliated company or firm, a 

motor vehicle dealership within the relevant market area of a 

motor vehicle dealer of the same line make." See G. L. c. 93B, 

§ 4 (3) (k), as amended through St. 1977, c. 717, § 3. Section 

15 (a) creates a private right of action for dealers injured by 

statutory violations –- a right that formerly was set out in 

c. 93B, § 12A -- and adds a private right of action for 

manufacturers and distributors who may suffer injury on account 

of statutory violations by dealers.12

Discussion. The plaintiffs urge us to read literally the 

language of G. L. c. 93B, §§ 4 (c) (10) and 15 (a), and to 

conclude that they have standing. In particular, they argue 

that the plain language of § 15 (a) permits "[a]ny . . . motor 

vehicle dealer" who has been injured by "any act prohibited or 

declared unlawful under" c. 93B to maintain an action against 

 

12

 Section 15 (a) provides in relevant part:

"Any manufacturer, distributor or motor vehicle dealer

who suffers any loss of money or property, real or 

personal, as a result of the use or employment by a 

manufacturer, distributor or motor vehicle dealer of an 

unfair method of competition or an unfair or deceptive act 

or practice as defined by this chapter, any act prohibited 

or declared unlawful by this chapter, or any rule or 

regulation adopted under this chapter, may bring an action 

in the superior court, or if applicable in the federal 

district court for the district of Massachusetts, for 

damages and equitable relief, including injunctive relief

. . . ."

G. L. c. 93B, § 15, inserted by St. 2002, c. 222, § 3.
11

the offending entity. Because they see the defendants' 

operation of a factory-owned store selling Tesla brand vehicles 

as a violation of § 4 (c) (10), and therefore an unlawful act 

within the meaning of § 3 (a), they assert that § 15 (a) gives 

them standing. The plaintiffs' position is that, given the 

unambiguous language of § 15 (a) and § 4 (c) (10), the motion 

judge erred in considering the history and purpose of c. 93B and 

this court's decision in the Beard Motors case to adopt a 

reading of the statute different from the one they advance. We 

do not agree.

First, although the parties do not address this point, it 

is not entirely clear that the plain language of § 4 (c) (10) 

applies to the defendants' conduct and renders it unlawful, as 

the plaintiffs contend. They maintain that § 4 (c) (10) 

prohibits a manufacturer such as Tesla, directly or through a 

subsidiary such as Tesla MA, from owning or operating in the 

Commonwealth "a motor vehicle dealership" selling its own line 

make of automobiles. "Motor vehicle dealership" is a term 

defined in c. 93B as:

"any person who, in the ordinary course of its 

business, is engaged in the business of selling new motor 

vehicles to consumers or other end users pursuant to a 

franchise agreement and who has obtained a class 1 license 

pursuant to the provisions of [G. L. c. 140, §§ 58 & 59]"

(emphasis added).
12

G. L. c. 93B, § 1, inserted by St. 2002, c. 222, § 3. Because 

neither Tesla nor Tesla MA is engaged in the business of selling 

new Tesla motor vehicles in Massachusetts "pursuant to a 

franchise agreement," there appears to be a question whether 

Tesla's business model involves the operation of a "motor 

vehicle dealership" within the meaning of c. 93B, § 4 (c) (10),

and therefore whether, by its literal terms, the proscription of 

§ 4 (c) (10) applies to the defendants at all.

Second, and more significantly, the plaintiffs take too 

narrow an approach to the task of interpreting the statutory 

provisions at issue. While the specific language of a statute 

is obviously key, "[t]he general and familiar rule is that a 

statute must be interpreted according to the intent of the 

Legislature ascertained from all its words construed by the 

ordinary and approved usage of the language, considered in 

connection with the cause of its enactment, the mischief or 

imperfection to be remedied and the main object to be 

accomplished." Hanlon v. Rollins, 286 Mass. 444, 447 (1934). 

This is particularly true when a party's standing is the issue 

to be decided. Indeed, in the Beard Motors case, where the 

plaintiff's standing was precisely the question at hand, the 
13

court rejected essentially the same approach to statutory 

interpretation as the plaintiffs here advance.13 We stated:

"We have often recognized that not every party who can 

claim an injury as a result of violations of a statute or 

regulation has standing to bring an action thereunder. 

This is true even when a literal reading of the statute, 

without regard to the Legislature's purpose in enacting it, 

would appear to provide a broader grant of standing. See, 

e.g., Gallo v. Division of Water Pollution Control, 374 

Mass. 278, 283 (1978) (statute authorizing action by 'any 

. . . person interested'); Circle Lounge & Grille, Inc. v. 

Board of Appeal of Boston, 324 Mass. 427, 429 (1949) 

(statute authorizing action by 'any person aggrieved'); 

Monroe v. Cooper, 235 Mass. 33, 34-35 (1920) (same). The 

scope of the grant of authority to bring an action for 

violation of G. L. c. 93B, § 12A [now § 15], must be 

 

13 In Beard Motors, Inc. v. Toyota Motor Distribs., Inc., 

395 Mass. 428, 429 (1985) (Beard Motors), a franchised Chevrolet 

dealership (Beard) had entered into a contract with a franchised 

Toyota dealership (Bullock) to purchase the latter. The

agreement was conditioned on Bullock's obtaining consent to the 

assignment from the relevant Toyota distributor and the Toyota 

importer for the United States. Id. It suffices to say that 

consent was not forthcoming and the sale did not take place. 

Id. Beard commenced an action against the distributor and the 

importer, claiming a violation of G. L. c. 93B, § 4 (3) (i), id. 

at 430, as then in effect, which required the written consent to 

the assignment of the manufacturer, distributor or wholesaler, 

"which consent shall not unreasonably be withheld" (emphasis 

added). G. L. c. 93B, § 4 (3) (i), as amended through St. 1977, 

c. 717, § 3. The sole issue in the case was whether Beard, 

never having been a Toyota dealer, had standing under G. L. 

c. 93B, § 12A (now § 15 [a]), to maintain an action against 

Toyota, claiming violation of a subsection of § 4 (3) (now § 4 

[c]). Beard Motors, 395 Mass. at 430.

The court examined the language, history, and purposes of 

the statute. Despite the seemingly broad language of § 12A, 

which, like the present § 15 (a), on its face conferred standing 

on any motor vehicle dealer to maintain an action against a 

distributor alleging an unfair act or practice in violation of 

the statute, Beard did not have standing because its alleged 

injury was not within the statute's intended area of concern. 

Id. at 431-433.
14

determined with reference to the context and subject matter 

of the statute. See Boston Edison Co. v. Boston 

Redevelopment Auth., 374 Mass. 37, 44 (1977); Ayer v. 

Commissioners on Height of Bldgs. in Boston, 242 Mass. 30, 

33 (1922). Whether Beard has standing under § 12A depends 

upon the intent of the Legislature. To determine the 

intent of the Legislature, we look to both the language and 

purposes of the act. Gallo v. Division of Water Pollution 

Control, supra at 284.

"Unless the Legislature has clearly indicated that it 

intends a broader grant of standing, see, e.g., Fournier v. 

Troianello, 332 Mass. 636, 639 (1955), we have generally 

looked to whether the party claiming to have standing has 

alleged an injury 'within the area of concern of the 

statute or regulatory scheme under which the injurious 

action has occurred.' Penal Insts. Comm'r for Suffolk 

County v. Commissioner of Correction, 382 Mass. 527, 532 

(1981), quoting Massachusetts Ass'n of Indep. Ins. Agents & 

Brokers v. Commissioner of Ins., 373 Mass. 290, 293 (1977). 

See also Circle Lounge & Grille, Inc. v. Board of Appeals 

of Boston, supra at 429-430 ('It was no part of the purpose 

of the zoning regulations to protect business from 

competition,' therefore, a person alleging injury due to 

increase in competition is not a 'person aggrieved' within 

the meaning of the statute). An analysis of the provisions 

of G. L. c. 93B and of the Legislature's apparent 

objectives in enacting the statute leads to the conclusion 

that Beard has not alleged injury within the area of 

concern of the statute."

Beard Motors, 395 Mass. at 431-432.

The plaintiffs here attempt to distinguish the holding of

Beard Motors by focusing on its particular facts, arguing that 

the court looked to the history and purpose of the statute to 

avoid reaching an illogical result in the case. We disagree. 

Beard Motors and the cases cited in that case stand for the 

well-settled proposition that, in matters of standing to 

maintain actions for statutory violations, courts must look to 
15

the history and purpose of the statute to determine its intended 

"area of concern." The objective is not merely to avoid 

illogical results, but to respect the Legislature's intent by 

recognizing standing only for those whom the statute is intended 

to protect.14

The plaintiffs also maintain that, even if one were to take 

into account the history and purpose of the statute, they have 

standing to pursue their claim because theirs is a type of 

injury that the Legislature intended to be remedied by c. 93B. 

Their claimed injury is that they will be at a disadvantage 

competing with the defendants, who will be selling Tesla brand 

vehicles through company-owned stores and not through franchised 

dealerships. They allege that "[u]nless the defendants are 

enjoined, they will be allowed to compete unfairly with the 

dealers as their model of manufacturer owned dealerships with 

remote service centers will allow Tesla and Tesla MA financial 

 

14 The plaintiffs claim to recognize that a determination of 

the statute's area of concern is critical, yet argue that the 

area of concern is to be determined (absent ambiguity or 

illogical results) solely from the language of the statute. To 

the contrary, numerous cases of this court, addressing standing 

issues in a variety of contexts, have held that we find the 

intended area of concern, and hence the interests that the 

Legislature intended to protect, based on consideration not only 

of the language of a statute, but also on an examination of its 

history and purpose. In addition to the cases cited in the 

passage from Beard Motors quoted in the text, see, e.g., HSBC 

Bank USA, N.A. v. Matt, 464 Mass. 193, 200 (2013), and cases 

cited; Enos v. Secretary of Envtl. Affairs, 432 Mass. 132, 135-

136 (2000), and cases cited.
16

savings which would not be available to Massachusetts dealers 

who must spend considerably to conform to Massachusetts law. 

This could cause inequitable pricing which also [could] cause 

consumer confusion and the inability to fairly consider the 

various automobiles offered." Contrary to the plaintiffs' 

assertion, however, the type of competitive injury they describe 

between unaffiliated entities is not within the statute's area 

of concern. See American Honda Motor Co. v. Bernardi's, Inc., 

432 Mass. 425, 436 (2000) (discussing "relevant market area"

requirement of statute then in effect; "Chapter 93B was not 

intended to provide all dealers with a statutory right to seek 

protection from potential competition"); Tober, 376 Mass. at 

322-323 (discussing statute's purpose as "preserving a sound

competitive market free of the domination of oligopolists at the 

top of a vertical chain of manufacturer, distribution and sale. 

. . . But if the statute works sometimes to protect established 

dealers from new competition, this may be seen not as the object 

of the legislation, but as an incident in the pursuit of an 

ultimately procompetitive goal").

As previously discussed, the purpose of c. 93B historically 

was to protect motor vehicle dealers from a host of unfair acts 

and practices historically directed at them by their own brand 

manufacturers and distributors. The 2002 amendments did not 

change this goal. It is difficult, if not impossible, to view 
17

the current version of c. 93B, § 4 (c), as representing anything 

other than the same dominant thrust, i.e., to prevent abuses by 

manufacturers of their franchisee dealers.15 The various 

subsections of § 4 (c) other than § 4 (c) (10) all clearly 

relate to relationships between manufacturers, distributors, and 

franchise representatives, on the one hand, and their affiliated 

dealers, on the other. See G. L. c. 93B, § 4 (c) (1) (governing 

allocation of new vehicles by manufacturers and distributors to 

their dealers); § 4 (c) (2) (governing disclosure to dealers of 

methodology by which such vehicles are allocated); § 4 (c) (3) 

(governing delivery of vehicles from manufacturers and 

distributors to their franchised dealers); § 4 (c) (4) 

(proscribing threats to terminate franchise agreements); 

§ 4 (c) (5) (prohibiting sales of same model vehicles to 

different dealers at disparate prices); § 4 (c) (6) (prohibiting 

 

15 The plaintiffs suggest that the Beard Motors decision, 

and our subsequent decision in American Honda Motor Co. v. 

Bernardi's, Inc., 432 Mass. 425 (2000) (American Honda), are of 

limited utility in determining the full extent of the protection 

intended for dealers under G. L. c. 93B, because those cases 

involved subsections of c. 93B, § 4, that applied on their face 

only to affiliated parties. We are not persuaded by this myopic 

reading of the cases. Beard Motors, in particular, spoke in 

broad terms about the history and intent of the entire statute, 

not just the specific subsection that was in play in that case. 

Beard Motors, 395 Mass. at 430-433. Beard, like the plaintiffs 

in this case, maintained that it was injured by unlawful acts of 

a party with whom it was not affiliated. It was precisely 

because the statute was intended to apply only to affiliated 

parties that the court refused to recognize Beard's standing. 

Id. at 432-433.
18

sales to individuals at price lower than price offered and 

charged to dealers); § 4 (c) (7) (prohibiting sales of parts and 

accessories to different dealers at disparate prices); 

§ 4 (c) (8) (proscribing imposition of unreasonable restrictions 

on financial arrangement or structure of dealerships); 

§ 4 (c) (9) (proscribing receipt of money, goods, or services 

from persons transacting with dealers, without accounting to 

dealers for same); § 4 (c) (11) (prohibiting coercion of dealers 

to release, assign, or waive prospectively their rights under 

chapter); § 4 (c) (12) (proscribing use of parent company, 

subsidiary, or agent to accomplish what would otherwise be 

prohibited conduct by manufacturer or distributor under 

chapter). It would be anomalous to find, within this detailed 

list of rights and protections that are conferred on dealers 

vis-à-vis their manufacturers and distributors, a lone provision 

giving dealers protection against competition from an 

unaffiliated manufacturer. Yet that is how the plaintiffs would 

have us construe § 4 (c) (10). Absent a clear indication that 

the Legislature intended to have § 4 (c) (10) differ from 

§ 4 (c) (1)-(9) and (11)-(12) in such a significant way, we are

not persuaded by the plaintiffs' reading of § 4 (c) (10).

As the defendants suggest, the language of that subsection 

can more easily and naturally be understood as eliminating the 

"relevant market area" restriction that existed in c. 93B, § 4 
19

(3) (k), as amended by St. 1977, c. 717, § 3, the antecedent 

version of § 4 (c) (10) that was in effect prior to the 2002 

amendments. Under § 4 (3) (k), a manufacturer was precluded 

(with limited exceptions not relevant here) from owning and 

operating "a motor vehicle dealership within the relevant market 

area of a motor vehicle dealer of the same line make." Dealers 

were thus protected from having to compete with their affiliated 

manufacturers for sales within a defined geographical area.16 

The 2002 amendments broadened that protection: § 4 (c) (10) 

precludes a manufacturer from competing for sales with an 

affiliated dealership by operating a dealership anywhere within 

the Commonwealth, not just within the defined "relevant market 

area" of one of its affiliated dealers. G. L. c. 93B, 

§ 4 (c) (10).

The legislative history relating specifically to the 

enactment of § 4 (c) (10) in 2002 supports our reading of this 

section. The sole item of legislative history relied on by the 

plaintiffs is a "position paper" written by MSADA and presented 

to the Legislature's Joint Committee on Commerce and Labor in 

 

16 Determining "relevant market area," as defined in the 

statute, has proved to be quite challenging, and litigation 

concerning the relevant market area could be quite timeconsuming and expensive. See American Honda, 432 Mass. at 427-

434; Ricky Smith Pontiac, Inc. v. Subaru of New England, Inc., 

14 Mass. App. Ct. 396, 412 (1982) (observing that statutory 

definition of relevant market area "would perplex even the most 

percipient logician").
20

May, 2001, at the time the committee was considering an earlier 

version of amendments to c. 93B, 2001 Senate Doc. No. 87. The 

MSADA paper explained the key provisions of that bill and 

expressed the association's support for it. The paper stated 

that 2001 Senate Doc. No. 87 would eliminate two "loopholes" 

under c. 93B as then in effect,17 by "explicitly prevent[ing] 

factory ownership or operation of new or used vehicle stores." 

Specifically, according to the paper, the Senate bill would 

"prohibit the direct sale of new cars to consumers by the 

factories."

18

 

17 MSADA's paper claimed that G. L. c. 93B as then in effect 

prohibited "manufacturers from directly owning and operating 

dealerships in Massachusetts." That is not correct. General 

Laws c. 93B, § 4 (3) (k), as amended by St. 1977, c. 717, § 3, 

only prohibited manufacturers from owning and operating a 

dealership "within the relevant market area of a motor vehicle 

dealer of the same line make."

18 2001 Senate Doc. No. 87, in relevant part, proposed the 

following language for the new G. L. c. 93B, § 4 (c) (10):

"(c) It shall be deemed a violation of subsection (a) 

of section 3 for a manufacturer, distributor, or franchisor 

representative: . . . (10) to own or operate, either 

directly or indirectly through any subsidiary or parent 

company or firm, a motor vehicle dealership located in the 

commonwealth of the same line make as any of the vehicles 

manufactured, assembled or distributed by the manufacturer 

or distributor. It shall also be a violation of subsection 

(a) of section 3 for a manufacturer, but not for a 

distributor, either directly or indirectly through any 

subsidiary or parent company or firm: (a) to obtain a 

class 1 or class 2 license issued pursuant to the 

provisions of [§] 58 or 59 of [c.] 140; or (b) to own or 

operate a business within the commonwealth for the purpose 

of selling motor vehicle parts or service directly to 
21

However, 2001 Senate Doc. No. 87 was not the bill that 

ultimately was enacted. Rather, the bill that, a year later, 

the Legislature enacted and the then Acting Governor Jane Swift 

signed into law as St. 2002, c. 222, was 2002 Senate Doc. No. 

2412.

19 This bill, and therefore the new G. L. c. 93B, § 4 (c)

(10), that resulted from it, did not include the language from 

2001 Senate Doc. No. 87 barring manufacturers from obtaining 

directly or through a subsidiary a class 1 license that is 

emphasized in note 18, supra. Accordingly, language that would 

have put into place (with certainty) the type of prohibition 

that the plaintiffs here seek to read into § 4 (c) (10) was not 

included in the statute as enacted.

Moreover, two other documents in Acting Governor Swift's 

papers concerning the passage of St. 2002, c. 222, indicate that 

the language in the proposed § 4 (c) (10) precluding a 

 

customers; or (c) to enter into a contract with a business 

or third-party located in the commonwealth, which does not 

have and cannot obtain a class 1 license issued pursuant to 

the provisions of [§] 58 of [c.] 140, giving said business 

or third-party the right to provide warranty service to 

motor vehicles it manufactures, assembles or distributes" 

(emphasis added).

19 The bill cited in the text, 2002 Senate Doc. No. 2412, 

itself was derived from 2002 House Doc. No. 4997. In all 

respects material to this case, the two bills are identical. 

Moreover, as indicated in the text, infra, after 2002 Senate

Doc. No. 2412 was passed by both branches of the Legislature and 

sent to the acting Governor, the review conducted by the acting 

Governor's staff referred to the legislation as "House Doc. No. 

4997."
22

manufacturer from owning or operating a motor vehicle dealership 

was intended and understood to apply only to manufacturers 

owning or operating dealerships in competition with their 

affiliated, own brand dealers. In particular, the acting 

Governor's papers include a paper prepared by MSADA in May, 

2002, addressing the predecessor to 2002 Senate Doc. No. 2412, 

2002 House Doc. No. 4997. See note 19, supra. This second 

paper, like the one written to address the Senate bill a year 

earlier, summarized the key provisions of 2002 House Doc. No. 

4997 and expressed the association's support for it. 

Recognizing (at least implicitly) that the absolute ban on 

manufacturers obtaining class 1 licenses had by that time been 

eliminated from the proposed legislation, the association wrote 

in its 2002 paper that "House 4997 would create a statewide ban 

on factory ownership of dealerships to prevent manufacturers 

from directly competing with their own dealers by indirectly 

owning or operating dealerships in Massachusetts" (emphasis 

added). In other words, a manufacturer might obtain a class 1 

license to sell vehicles, but under the new legislation it would 

not be able sell the same line make in Massachusetts if it 

already had an affiliated dealer within the Commonwealth.

The second relevant paper in the acting Governor's file is 

a memorandum to her from her deputy chief legal counsel in 

August, 2002, when 2002 Senate Doc. No. 2412 was before her for 
23

signature. The memorandum states that "[t]he purpose of this 

law is apparently to protect dealers in their relationships with 

manufacturers, given the imbalance of bargaining power between 

the two." Further, in an apparent reference to § 4 (c) (10), 

the memorandum states that "dealers wanted to clarify that 

manufacturers should not be able to operate as dealers too (and 

thereby compete with their own franchisees)" (emphasis added); 

the memorandum also indicates that the bill's language was in 

response to dealers' complaints "that manufacturers can compete 

unfairly with their own franchisees by owning their own 

dealerships" (emphasis added). Finally, the memorandum assures 

the acting Governor that the amendments to G. L. c. 93B included 

in the proposed legislation were negotiated at length to the 

satisfaction of all concerned -- manufacturers, dealers, and 

consumer interests.

We take from these additional materials in the acting

Governor's file that St. 2002, c. 222, was intended and 

understood only to prohibit manufacturer-owned dealerships when, 

unlike Tesla, the manufacturer already had an affiliated dealer 

or dealers in Massachusetts.

Conclusion. With a proper understanding of the language, 

history, and purpose of the statute in mind, we hold that G. L. 

c. 93B, § 15, does not confer standing on a motor vehicle dealer 

to maintain an action for violation of G. L. c. 93B, § 4 (c)
24

(10), against a manufacturer with which the dealer is not 

affiliated. We therefore affirm the Superior Court's judgment 

dismissing the plaintiffs' action for lack of standing.

So ordered.