reserves to GM/Chevrolet discretion as to judgments about distribution.
Olympic also relies on the Preamble to the Dealer Agreement, which states that GM/Chevrolet "will provide superior quality, competitively priced cars and trucks in a quantity and model mix sufficient to allow the dealer to competitively sell against any non-[GM/Chevrolet] retail company in the dealer's area of primary responsibility." The Preamble includes a "Mutual Pledge" whereby "it is understood that neither party can obtain . . . mutual objectives without the support of the other. Therefore, both parties pledge to work towards the support of each other to attain our mutual objectives of leadership in vehicle sales and customer satisfaction." The Preamble is consistent with the other clauses in the Dealer Agreement. It echoes the language in Article 6.4.1, whereby, subject to its discretion, GM/Chevrolet promises to provide "a mix of models and series of Motor Vehicles . . . in quantities adequate to enable Dealer to fulfill its obligations in its Area of Primary Responsibility." However, "introductory language or recitals are not binding obligations unless so referred to in the operative portion of the instrument." Atlantic Mut. Ins. v. Metron Eng'g, 83 F.3d 897, 899 (7th Cir. 1996) (quotation omitted). Olympic has not pointed to any portion of the Dealer Agreement which explicitly incorporates the Preamble.
Olympic next points to the purpose of the Dealer Agreement which is "to promote a relationship between [GM/Chevrolet] and its Dealers which encourages and facilitates cooperation and mutual effort to satisfy customers, and permits [GM/Chevrolet] and its dealers to fully realize their opportunities for business success." This language does not contradict or render ambiguous the language of Articles 6.1 and 6.4.1. The Dealer Agreement is unambiguous. Olympic is entitled only to those vehicles which GM/Chevrolet decides to provide it in its discretion.
Olympic argues that Mr. Christopoulos contemplated a different construction of the term discretion. Since the Dealer Agreement is unambiguous, parole evidence is inadmissible. Meyer, 652 N.E.2d at 1238. Additionally, by the terms of Article 17.11, the Dealer Agreement is the complete and exclusive expression of the parties' contractual relationship. Parole evidence cannot therefore be used to vary the meaning of the Dealer Agreement's terms. Chicago White Metal Casting, Inc. v. Treiber, 162 Ill. App. 3d 562, 517 N.E.2d 7, 12, 115 Ill. Dec. 42 (1987). Finally, Mr. Christopoulos, Kevin Koch, Olympic's Secretary and Treasurer, and Larry Mitch, Olympic's store manager, always understood that GM/Chevrolet would have the last word on what vehicles Olympic would receive and how many.
Olympic also contends that if GM/Chevrolet is vested with absolute discretion, the Dealer Agreement is illusory. However, discretionary contract terms are commonplace and do not render the contract illusory. See Continental Mobile Tel. Co. v. Chicago SMSA Ltd., 225 Ill. App. 3d 317, 587 N.E.2d 1169, 1174, 167 Ill. Dec. 554 (1992).
Furthermore, GM/Chevrolet's discretionary authority is not in fact absolute. It is limited by the duty of good faith which is inherent in every Illinois contract. Corrigan v. Cactus Int'l Trading Co., 771 F. Supp. 262, 265 (N.D. Ill. 1991). Good faith means that GM/Chevrolet must "exercise . . . discretion reasonably and . . . not arbitrarily or capriciously." Foster Enters., Inc. v. Germania Fed. Savs. & Loan Ass'n, 97 Ill. App. 3d 22, 421 N.E.2d 1375, 1381, 52 Ill. Dec. 303 (1981).
Olympic argues that whether GM/Chevrolet acted reasonably and in good faith is a question of fact. However, as the party with the burden of proof, to withstand GM/Chevrolet's motion for summary judgment, Olympic must come forward with specific evidence showing that there is sufficient evidence for a jury to find that GM/Chevrolet abused its discretion. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S. Ct. 2505, 91 L. Ed. 2d 202 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 S. Ct. 2548, 91 L. Ed. 2d 265 (1986); Valley Liquors, Inc. v. Renfield Importers, Ltd., 822 F.2d 656, 669-71 (7th Cir. 1987).
GM/Chevrolet offers the following description of the distribution system. The first step is for the dealer to submit an order for a vehicle he desires to the GM/Chevrolet's "order bank." The second step is the calculation of "preference guide." GM/Chevrolet inputs the following factors into a formula: (1) the dealer's sales rate by vehicle line as compared to all other comparable dealers in the nation; (2) the number of vehicles in a product line already available to this dealership; and (3) the number of new vehicles by product line to be distributed. The third step is known as "mechanical preferencing," which matches "preference guide" and the dealer's orders in the "order bank," to come up with the dealer's weekly allocation.
Olympic insists that there are many exceptions to the system and much discretion is exercised by the GM/Chevrolet personnel. Messrs. Christopoulos, Mitch, and Koch admitted that GM/Chevrolet used the same three factors to figure out "preference guide" as set forth by the defendant--sales rate, availability, and the number of vehicles to be distributed. Olympic argues, however, that a dealer's weekly allocation could be impacted by considerations in addition to those set forth by GM/Chevrolet.
Henry Barrick, whom GM/Chevrolet designated as its witness with respect to the distribution system, testified that vehicles are sometimes "held back" from dealer allocations for certain "special allocations," such as allocations to new dealerships.
Mr. Barrick also testified that a dealer's orders could be "dumped" or "forced" into the distribution system, bypassing the system's constraints. The section of the Dealer Distribution Manual dealing with the preferencing process states that
the first step in Preferencing, the computer matching or Mechanical Preferencing . . ., does not replace good business judgment. That comes in the second step, when the Regional Distribution Department reviews the results of the mechanical preferencing.