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Volvo Group North America, LLC v. Truck Enterprises, Inc.

United States District Court, W.D. Virginia, Roanoke Division

September 12, 2019

VOLVO GROUP NORTH AMERICA, LLC d/b/a VOLVO TRUCKS NORTH AMERICA, a Delaware limited liability company, Plaintiff,
v.
TRUCK ENTERPRISES, INC., a Virginia corporation; JAMES E. HARTMAN; TRUCK ENTERPRISES ROANOKE, INC., a Virginia corporation; TRUCK ENTERPRISES LYNCHBURG, INC., a Virginia corporation; and TRUCK ENTERPRISES HAGERSTOWN, INC., a Virginia corporation, Defendants. and KENWORTH TRUCK COMPANY, a Division of PACCAR INC., a Washington corporation, Plaintiff-in-Intervention,

          MEMORANDUM OPINION

          Elizabeth K. Dillon United States District Judge.

         This matter relates to James Hartman's continued efforts to sell his truck dealerships. In a prior suit between the same parties, Volvo Group North America, LLC v. Truck Enterprises, Inc., No. 7:16-cv-25 (W.D. Va.) (Volvo I), this court issued an opinion on cross-motions for summary judgment concerning the scope of Volvo Trucks North America, LLC's (Volvo) contractual and statutory rights of first refusal as related to a 2015 business deal intended to transfer ownership of defendants' truck dealerships to a proposed purchaser. Defendants appealed, and the Fourth Circuit affirmed. Volvo Group N. Am., LLC v. Truck Enters., Inc., 723 Fed.Appx. 237 (4th Cir. May 25, 2018).

         While that appeal was pending, defendants entered into a differently structured deal with the same proposed purchaser (the 2018 Stock Purchase Agreement or the 2018 Deal). Volvo filed suit and sought preliminary injunctive relief to stop the 2018 Deal from going forward until the court resolves the claims in this case. On September 30, 2018, the court issued a memorandum opinion and order granting Volvo's motion for a preliminary injunction. (Dkt. No. 45.)

         Now before the court is defendants' motion to dismiss. Defendants argue that this matter is moot because they have now abandoned the 2018 Stock Purchase Agreement. (See Dkt. No. 50-1, Defs.' Brief, Ex. 1.) However, there still exists a live controversy as to whether defendants' execution of the 2018 deal constitutes a breach of the various Dealer Sales and Service Agreements entered into with defendants. Therefore, defendants' motion will be denied.

         I. BACKGROUND

         For a more complete factual background regarding this dispute, interested readers are directed to the court's summary judgment ruling in Volvo I, 2017 WL 1483431 (W.D. Va. Mar. 31, 2017), and the court's preliminary injunction order in the instant case. (Dkt. No. 45.)

         This case--just like Volvo I--arose from the proposed sale of a group of mid-Atlantic commercial-truck dealerships. Defendants Truck Enterprises, Inc., James E. Hartman, Truck Enterprises Roanoke, Inc., Truck Enterprises Lynchburg, Inc., and Truck Enterprises Hagerstown, Inc. (collectively, Dealers) own and operate commercial-truck dealerships across three states-Maryland, Virginia, and West Virginia. A number of the dealerships sell two brands of trucks and are referred to as “dualed dealerships” in the commercial-truck business. Five of the dealerships sell Volvo trucks. The proposed buyer in this case--Transportation Equipment Company, Inc. (TEC)--was also the proposed buyer in Volvo I.

         Volvo alleges, as it did in the first suit, that the proposed sale fails as a bona fide offer under Volvo's Dealer Sales and Service Agreements. (Complaint ¶ 15, Dkt. No. 1; Dealer Sales and Service Agreements, Exhibits 7-10, Dkt. Nos. 1-9, 1-10, 1-11, 1-12.) Volvo moved for a preliminary injunction staying all contractual and statutory deadlines applicable to Volvo and its rights of first refusal, and to restrain and enjoin defendants from selling under the 2018 Deal “or any other contract thereafter until such time as . . . this Court's order relative to [Volvo's] rights as determined and declared in this proceeding.” (Dkt. No. 5, Pl.'s Mo. Prelim. Inj. 3.)

         In its order granting Volvo's motion for a preliminary injunction, the court found that there were two aspects of the 2018 Deal which demonstrated that the 2018 Stock Purchase Agreement likely was not a bona fide offer. (Dkt. No. 45, 9/30/18 Mem. Op. & Order 9-12.) First, the agreement specifically provided that “if Volvo chooses to purchase the Volvo assets, the purchase cannot proceed unless the proposed buyer, TEC, also completes its separate purchase.” (Id. at 9.) This provision was objectionable because it made “Volvo's right of first refusal contingent on . . . actions by the Dealers and the proposed purchaser.” (Id. at 10.) Second, the 2018 Deal did not “allocate the goodwill attributed to each Volvo franchise.” (Id. at 11.) The court explained that Volvo has four separate Dealership Agreements and thus four separate rights of refusal. (Id.) “Volvo must be able to exercise those rights independently and know the amount it is paying for the dealerships in each Dealership Agreement so that it can determine--for each one--whether it wants to exercise its right of first refusal.” (Id.) For these reasons, the court concluded that the 2018 Stock Purchase Agreement “likely is not a bona fide offer under the Dealership Agreements and thus . . . Volvo has clearly shown a likelihood of success on the merits, at least as to its breach of contract claim.” (Id. at 12.)[1]

         The court further found that Volvo was likely to suffer irreparable harm if the 2018 Stock Purchase Agreement was consummated. “[A]llowing the 2018 Deal to go forward, when it is likely not a bona fide offer, would force Volvo to exercise those rights before the court can determine if the 2018 Deal is a bona fide offer or miss out on the opportunity to do so, thereby losing its rights of first refusal.” (Id.) Given the “ongoing harm that would occur as a result of either of those scenarios, it would be difficult--if not impossible--to calculate the precise monetary harm as a result of either scenario.” (Id.)[2]

         During a status conference call on January 24, 2019, defendants informed the court that they intend to pursue another sale to TEC under a yet-to-be-determined agreement. (See Dkt. No. 48; Dkt. No. 53, Volvo's Resp. 3-4.) The court suggested during the status conference that defendants and TEC work with Volvo before they attempt to re-contract. (See Volvo's Resp. 5 n.3.) On February 1, 2019, Defendants filed the motion to dismiss now before the court, arguing that this action is moot due to their abandonment of the 2018 Stock Purchase Agreement. (Dkt. No. 49.) Attached to their brief is an executed “CONSENT TO TERMINATION” of the January 12, 2018 Stock Purchase Agreement between TEC and Mr. Hartman. (Dkt. No. 50-1.) Defendants' briefs are silent about their future plans, but defendants do not dispute Volvo's assertions about their desire to re-contract with TEC.

         II. DISCUSSION

         “[T]hose who seek to invoke the jurisdiction of the federal courts must satisfy the threshold requirement imposed by Article III of the Constitution by alleging an actual case or controversy.” City of Los Angeles v. Lyons, 461 U.S. 95, 101 (1983). In order to invoke federal-court jurisdiction, a plaintiff must demonstrate that he “possesses a legally cognizable interest, or ‘personal stake,' in the outcome of the action.” Genesis Healthcare Corp. v. Symczyk, 569 U.S. 66, 71 (2013) (quoting Camreta v. Greene, 563 U.S. 692, 701 (2011)). This requirement “ensures that the Federal Judiciary confines itself to its constitutionally limited role of adjudicating actual and concrete disputes, the resolutions of which have direct consequences on the parties involved.” Id. An “actual controversy must be extant at all stages of review, not merely at the time the complaint is filed.” Arizonans v. Official English v. Arizona, 520 U.S. 43, 67 (1997). If “an intervening circumstance deprives the plaintiff of a ‘personal stake in the outcome of the lawsuit,' at any point during litigation, the action can no longer proceed and must be dismissed as moot.” Genesis Healthcare, 569 U.S. at 72 (quoting Lewis v. Continental Bank Corp., 494 U.S. 472, 477-78 (1990)).

         Under these principles, a case must be dismissed as moot when the court's “resolution of an issue could not possibly have any practical effect on the outcome of the matter.” Norfolk S. Ry. Co. v. City of Alexandria, 608 F.3d 150, 161 (4th Cir. 2010). A controversy is moot if it lacks “one of the three required elements of Article III standing: (1) injury-in-fact, (2) causation, or (3) redressability.” Townes v. Jarvis, 577 F.3d 543, 546-47 (4th Cir. 2009); see also Mohammed v. Holder, 695 F.Supp.2d 284, 289 (E.D. Va. 2010) (“[T]he mootness doctrine requires that a claimant suffer an injury-in-fact or ...


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