Accordingly, we conclude that Chrysler's conduct here did
not violate either federal or state antitrust laws.
The remaining question is the relief to be granted.
Plaintiffs seek a permanent injunction against termination of
their franchise agreements without valid cause under such
agreements. Defendants, while denying that their asserted
termination was invalid urge that, even if the Court finds
their action to be a breach of those agreements, no permanent
injunction should be granted since, they allege, plaintiffs
have an adequate remedy at law, i.e., money damages.
Two elemental propositions of law are here involved, first,
that courts will not enjoin a breach of contract if money
damages can adequately compensate the injured party; second,
that a court of equity has power to enjoin such a breach if
money damages will be impossible to calculate or will not
constitute adequate compensation. The applicable criterion
then is: can money damages which would adequately compensate
plaintiffs be here computed?
It must first be noted that automobile dealer franchises are
not available on the open market. The record is clear that
plaintiffs would not be able to use any money damages they
might recover to secure a replacement automobile dealer
franchise in the Wheaton-Glen Ellyn area in which they have
lived and worked their entire lives. If they are to continue
as automobile retailers, it will necessarily be in a community
new to them, will require an investment not now determinable
and the economic success or failure of which is likewise
incalculable at present. It will, therefore, be impossible to
calculate the amount of money necessary to enable plaintiffs
to restore the status quo.
Nor will it be possible to calculate with any degree of
certainty the monetary damages plaintiffs will sustain by
virtue of defendants' breach. Their past experience will not
be a valid measure of what they might reasonably expect to
realize from their franchises in the future, since their prior
operations were carried on in substantially less adequate
facilities than those they now occupy. In addition, during the
time they have operated in the new facilities, plaintiffs have
been under the threat of termination and their operations
could not be considered normal for purposes of computing
damages. It must be noted in this connection that, almost
simultaneously, some of defendants' agents were urging and
assisting plaintiffs to expend substantial sums to expand
their facilities while others of defendants' agents were
planning to terminate their franchises and operate the
expanded facilities until the new location on Roosevelt Road
was ready for occupancy, a fine example either of corporate
incompetence or duplicity.
Finally, it is to be noted that there is no way of
determining for how many years damages would be accruable,
since the franchises have no terminal dates and specifically
provide that they are to continue indefinitely until cancelled
for cause by defendants or on notice by plaintiffs.
It seems apparent from the foregoing that money damages
which will adequately compensate plaintiffs for defendants'
breach of the franchise agreements are not calculable. Under
these circumstances an injunction against wrongful termination
is the only appropriate relief.
Nothing herein said or decided is intended to suggest that
plaintiffs have an indefinite right to remain defendants'
franchised dealers regardless of the adequacy of their
performance. All that we here hold is that the purported
termination on the grounds of failure to meet MSR constitutes,
in this instance, a breach of the franchise agreements since
MSR as calculated by defendants is an arbitrary, unfair and
coercive standard of adequate performance which would enable
defendants to cancel between one-third and one-half of its
dealerships at any time. In addition, we hold that defendants,
by their treatment of
MSR more as a goal than a performance standard, have waived,
in the case of plaintiffs at least, any reliance on failure to
achieve it as grounds for termination. Finally, we conclude
that the motivation for the termination was not plaintiffs'
performance or lack thereof but defendants' desire to
establish a new, large DE dealership on Roosevelt Road in
Wheaton and eliminate plaintiffs as economically as possible.
This they might properly do if valid grounds therefor existed
but not by utilization of an invalid standard of performance
which they themselves ignore except when it suits their
An injunction consistent with the conclusions set forth
herein will be entered.
© 1992-2003 VersusLaw Inc.