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Nissan North America, Inc. v. Jim M'Lady Oldsmobile

August 29, 2008

NISSAN NORTH AMERICA, INC., PLAINTIFF,
v.
JIM M'LADY OLDSMOBILE, INC. D/B/A JIM M'LADY NISSAN, DEFENDANT.



The opinion of the court was delivered by: Joan B. Gottschall United States District Judge

Judge Joan B. Gottschall

MEMORANDUM OPINION AND ORDER

Before the court is the defendant's motion to dismiss for lack of subject matter jurisdiction. For the reasons stated below, the motion is granted and the case is dismissed.

I. BACKGROUND*fn1

This case is the latest installment in a more than seven-year-old dispute between a car manufacturer, Nissan North America, Inc. ("Nissan"), and a car dealership, Jim M'Lady Oldsmobile, Inc. d/b/a Jim M'Lady Nissan ("M'Lady"). Nissan and M'Lady initially entered into a franchise agreement on May 21, 1992. The agreement was extended multiple times. However, the relationship became strained, in part because of M'Lady's failure to meet a deadline to complete construction of a Nissan showroom. The long-running dispute came to a head in late 1999 when Nissan attempted to terminate M'Lady's franchise agreement. In October 2000, M'Lady filed a notice of protest with the Illinois Motor Vehicle Review Board (the "Board") regarding the proposed termination of its franchise agreement. Nissan submitted the dispute to an arbitrator pursuant to a written agreement to arbitrate contained in a contract extension that had, by its own terms, expired in April 1999. M'Lady objected to arbitration and Nissan filed a federal lawsuit (case no. 01 C 1290) seeking to compel.

The arbitration case went to the Seventh Circuit twice. It was resolved in May 2007 when the Seventh Circuit affirmed this court's grant of summary judgment in favor of M'Lady, concluding that there was insufficient evidence of an agreement to arbitrate. Nissan N. Am., Inc. v. Jim M'Lady Oldsmobile, Inc., 486 F.3d 989, 990 (7th Cir. 2007). The franchise dispute returned to the Board for resolution. The parties' attempts to work out a deal were unsuccessful and, in July 2007, M'Lady filed a second notice of protest with the Board. A few months later, Nissan filed this lawsuit. Now, Nissan invokes federal diversity jurisdiction for a declaratory judgment action. M'Lady has filed a motion to dismiss, asserting that this court lacks subject matter jurisdiction over the matters raised. The matter is now fully briefed.*fn2

II. ANALYSIS

Nissan asks the court to: find that the parties had no oral or written franchise agreement; determine whether a franchise agreement exists between the parties within the meaning of the Illinois Motor Vehicle Franchise Act, 815 Ill. Comp. Stat. 710/1 et seq. ("IMVFA"); determine whether the Board has jurisdiction over the parties' dispute given the alleged lack of an oral or written franchise agreement and its failure to follow its own procedural guidelines; find that the Board protests have been abandoned and should be dismissed; and determine that "good cause" exists for Nissan to terminate its relationship with M'Lady and to discontinue sales.*fn3 M'Lady argues that the court has no jurisdiction because of: (1) issues of ripeness and exhaustion of administrative remedies in light of the pending Board protests on the same issues; (2) the Burford abstention doctrine; (3) the Colorado River abstention doctrine.

A. Legal Standard

Rule 12(b)(1) provides that a party may assert the defense of lack of subject matter jurisdiction by motion or in a responsive pleading. Fed. R. Civ. P. 12(b)(1). "It is proper for the district court to look beyond the jurisdictional allegations in the complaint and to view whatever evidence has been submitted in determining whether subject matter jurisdiction exists under Rule 12(b)(1)." Roman v. U.S. Postal Serv., 821 F.2d 382, 385 (7th Cir. 1987) (citing Grafon Corp. v. Hausermann, 602 F.2d 781, 782 (7th Cir. 1979)). When deciding a motion to dismiss for lack of subject matter jurisdiction, "a district court must accept as true all well-pleaded factual allegations of the complaint and draw all reasonable inferences in favor of the plaintiff." Long v. Shorebank Dev. Corp., 182 F.3d 548, 554 (7th Cir. 1999). Nevertheless, the burden of proof lies with "the party asserting jurisdiction," namely, the plaintiff. United Phosphorus, Ltd. v. Angus Chem. Co., 322 F.3d 942, 946 (7th Cir. 2003); see Kontos v. U.S. Dep't of Labor, 826 F.2d 573, 576 (7th Cir. 1987) (requiring the nonmoving party to "submit affidavits and other relevant evidence to resolve the factual dispute regarding the court's jurisdiction").

B. Arguments

This case arises in the declaratory judgment context. See 28 U.S.C. § 2201. As a preliminary matter, the court notes that Nissan has alleged that the parties are of diverse citizenship*fn4 and that the amount in controversy exceeds $75,000, which satisfies diversity jurisdictional requirements. See id. § 1332. M'Lady does not challenge the allegations; therefore, the court will treat them as true for purposes of this motion. Thus, the issue is not whether the court has the power to decide the issues presented, but whether circumstances are such that it should exercise its discretion not to adjudicate the controversy. See Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 719 (1996) (finding abstention appropriate where "denying a federal forum would clearly serve an important countervailing interest"); Wilton v. Seven Falls Co., 515 U.S. 277, 282 (1995) (noting that a court has "discretion in determining whether and when to entertain an action under the Declaratory Judgment Act, even when the suit otherwise satisfies subject matter jurisdictional prerequisites").

As the Seventh Circuit has observed, abstention is an "amorphous concept," and the bases for abstention frequently merge together. Hartford Cas. Ins. Co. v. Borg-Warner Corp., 913 F.2d 419, 425 (7th Cir. 1990). In this case, Nissan asks the court to declare that no franchise exists between it and M'Lady and that the Board lacks jurisdiction, even though it has raised those exact issues as a defense to M'Lady's protest filed with the Board.*fn5 Such a duplication of litigation typically implicates Colorado River abstention. See Colo. River Water Conservation Dist. v. U.S., 424 U.S. 800, 817 (1976). However, given the potential public policy ramifications of the legal issues presented in this case, Burford abstention seems the best fit. See Burford v. Sun Oil Co., 319 U.S. 315 (1943) (considering abstention in the context of state regulations on oil exploration). "[T]he Burford doctrine is not concerned with the rights of the parties in the case at hand but rather is inspired by concerns of federalism." Int'l Coll. of Surgeons v. City of Chicago, 153 F.3d 356, 361 (7th Cir. 1998). Hence, Burford abstention is appropriate in only two situations: (1) "federal courts should abstain from deciding 'difficult questions of state law bearing on policy problems of substantial public import whose importance transcends the result in the case at bar,'" id. at 362 (quoting Quackenbush, 517 U.S. at 726-27); and (2) federal courts "should also abstain from the exercise of federal review that 'would be disruptive of state efforts to establish a coherent policy with respect to a matter of substantial public concern,'" id. (quoting Quackenbush, 517 U.S. at 726-27). M'Lady asserts that both situations apply.*fn6 The court begins with the second situation.

M'Lady argues that the stated purpose of the IMVFA is evidence that the legislature was attempting to address a complex and important public concern. The IMVFA lays out, in thirty-two sections, rules applying to franchise agreements including: the formation and termination of agreements, acceptable locations for franchises, dealer delivery obligations, warranty agreements, permissible ...


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