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FIELDS v. GMC

July 3, 1996

M.E. FIELDS and J.R. FIELDS, Plaintiffs,
v.
GENERAL MOTORS CORPORATION, a Delaware and Michigan corporation, Defendant.



The opinion of the court was delivered by: BUCKLO

 Plaintiffs, Earl and John Fields, have brought suit against General Motors Corporation ("GM"), alleging that GM breached an oral contract it made with them. GM has moved for summary judgment on a variety of different theories. For the reasons stated below, GM's motion is granted.

 Background

 From 1971 until 1985, the Fields operated an automobile dealership in Evanston, Illinois through a closely-held corporation known as Fields Cadillac, Inc. ("Fields Cadillac"). Fields Cadillac was appointed by GM's Cadillac Division as an independent Cadillac Dealer pursuant to several Dealer Sales and Service Agreements ("DSSA"). Under the DSSA, the Fields were the "Dealer Operators" and "Dealer Owners" of Fields Cadillac. They were also shareholders in Fields Cadillac.

 In 1982, Fields Cadillac began experiencing a decline in sales. From 1982 to 1985, the Fields considered purchasing another Cadillac dealership, relocating Fields Cadillac to another location, or adding another major franchise to the Evanston facility. When none of these options came to fruition, the Fields considered selling the Evanston property to a third party and having Fields Cadillac terminate its DSSA. According to the Fields, GM had promised them that they would be granted a new Cadillac dealership in the future if Fields Cadillac voluntarily terminated its DSSA.

 On March 25, 1985, GM wrote the Fields a letter in which it stated that

 
Cadillac [GM] will give consideration to the applications of Messrs. M.E. Fields and J.R. Fields as candidates for a Cadillac dealership that may become available in an area of mutual interest. Cadillac cannot guarantee that the very next available point would be granted to either party. However, Cadillac will consider both parties as being preferred candidates for available points which match their qualifications.

 The Fields contend that this letter did not correctly express the agreement between them and GM. They claim that GM promised to grant them the next available Cadillac dealership. *fn1" The Fields say that in reliance on GM's promise, they caused Fields Cadillac to voluntarily terminate its DSSA in November, 1985.

 Despite GM's alleged promise that the Fields would get the next available Cadillac dealership, in 1986 GM established a Cadillac dealership in Port Richey, Florida but did not give it to the Fields. Although the Fields believed that, by failing to give the Port Richey dealership to them, GM had broken its promise, the Fields took no action. According to the Fields, GM assuaged their protests by explaining that it needed to appoint a dealer operator pursuant to its minority recruitment program. GM allegedly promised the Fields again that they would get the next available Cadillac dealership.

 In 1988, however, Earl Fields learned that GM had approved another Cadillac dealership in Jupiter, Florida. Again this dealership was not given to the Fields. Earl Fields testified that when he asked GM why the Fields had not been given the Jupiter dealership, "they said it was out of their hands." He further testified that because the Jupiter dealership was being given to someone else he "very definitely" believed that GM had broken its promise to give the Fields the next available Cadillac dealership. The Fields took no action, however, because they still believed that GM would give them a Cadillac dealership.

 In June of 1992, the Fields wrote to GM and demanded that, because they had not been given a replacement Cadillac dealership, GM compensate them for the value of the Cadillac dealership given up by Fields Cadillac. *fn2" GM responded with a letter explaining that it did not agree that it had promised the Fields a Cadillac dealership in exchange for a voluntary termination of the Fields Cadillac DSSA. This suit followed on June 8, 1994.

 Standing

 GM first argues that the Fields do not have standing to pursue this claim because the damages they seek belong to Fields Cadillac, not to them individually. The Fields respond that they have standing to assert their claims because GM promised another Cadillac franchise to them as individuals. GM agrees that the alleged promise was to the Fields as individuals. GM argues that the Fields cannot succeed in this lawsuit, however, because the only damages they could recover are damages that were suffered by Fields Cadillac -- the value of the franchise agreement and the "goodwill" or "blue sky" value of Fields Cadillac. The Fields concede that ...


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