Texas Ujoints LLC v. Dana Holding Corporation , 844 F.3d 617 ( 2016 )


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  •                               In the
    United States Court of Appeals
    For the Seventh Circuit
    ____________________
    No. 16-2239
    TEXAS UJOINTS LLC,
    Plaintiff-Appellant,
    v.
    DANA HOLDING CORP., et al.,
    Defendants-Appellees.
    ____________________
    Appeal from the United States District Court for the
    Eastern District of Wisconsin.
    No. 1:13-cv-01008-WCG — William C. Griesbach, Judge.
    ____________________
    ARGUED NOVEMBER 29, 2016 — DECIDED DECEMBER 16, 2016
    ____________________
    Before POSNER, EASTERBROOK, and SYKES, Circuit Judges.
    POSNER, Circuit Judge. In this diversity suit, governed by
    Texas law, the plaintiff, Texas UJoints (to simplify, we’ll call
    it just UJoints), argues that it was a dealer in products of Da-
    na Holding Corporation (a supplier of drive shafts, which
    typically are devices for transmitting power from an engine
    to the wheels of a vehicle, and other industrial equipment),
    in particular Dana’s GWB and Spicer products, and that Da-
    na terminated the dealership of GWB products in violation
    2                                                     No. 16-2239
    of a Texas statute. (Dana is the principal defendant; we can
    ignore the others.) The statute provides that “a supplier may
    not terminate a dealer agreement without good cause,”
    Vernon’s Texas Statutes and Codes Annotated, Business and
    Commerce Code § 57.153, “dealer agreement” being defined
    as “an oral or written agreement or arrangement, of definite
    or indefinite duration, between a dealer and a supplier that
    provides for the rights and obligations of the parties with
    respect to the purchase or sale of equipment or repair parts.”
    § 57.002(4). But “good cause for termination of a dealer
    agreement exists ... if there has been a sale or other closeout
    of a substantial part of the dealer’s assets related to the busi-
    ness.” § 57.154(a)(4).
    Dana had a dealer agreement in Texas with a company
    named Automotive Industrial Supply Co. (“AISCO”). Unbe-
    knownst to Dana, AISCO sold off most of its assets to a new-
    ly formed company named DanMar Holdings (unrelated to
    Dana), which in turn transferred the assets to a firm named
    Texas UJoints. The name “UJoints” had been a trade name
    used by AISCO, but now became the name of an independ-
    ent firm, the plaintiff in this case. That transfer of assets, like
    AISCO’s sale of its assets to DanMar, gave Dana, pursuant to
    § 57.154(a)(4), quoted above, good cause to terminate its
    dealer agreement with AISCO. The termination precluded
    Texas UJoints from claiming to have been authorized to step
    into AISCO’s shoes and thereby become a Dana dealer in
    Texas. And so the district judge held, granting summary
    judgment in favor of Dana.
    The transfer of assets from DanMar to UJoints had taken
    place in September 2012. In November the two owners of
    DanMar (who were also the owners of UJoints), Dan Zahn
    No. 16-2239                                                   3
    and Martin Brown (hence “DanMar”), met for the first time
    with representatives of Dana. Zahn and Brown did not re-
    veal the existence of DanMar or UJoints but said they’d
    bought AISCO; they hadn’t, though they had bought its as-
    sets.
    Dana’s representatives told Zahn and Brown that they
    would have to submit a business plan for their reconstituted
    AISCO (i.e., UJoints). Discussions with Dana continued for
    months, and finally in May 2013 Zahn sent Dana a Power-
    Point presentation containing the business plan. But the fol-
    lowing month Dana informed Zahn that it wouldn’t make
    UJoints a Dana dealer of its GWB products, although it
    would allow UJoints to continue selling the Spicer products.
    UJoints responded by filing this suit, which Dana removed
    to the federal district court in the Eastern District of Wiscon-
    sin. The court ruled for Dana, precipitating this appeal.
    UJoints argues that either Dana entered into a new dealer
    agreement with it or UJoints had become a party to Dana’s
    agreement with AISCO just by virtue of the transfer of
    AISCO’s assets to it. There was no new dealer agreement,
    however; and as for the sale of AISCO’s assets to UJoints,
    since that was “a sale or other closeout of a substantial part
    of the dealer’s assets related to the business” it gave Dana
    good cause to terminate its dealer agreement with AISCO
    pursuant to § 57.154(a)(4). The termination left Dana with no
    business relations with AISCO and no shoes for UJoints to
    step into and to claim to be an authorized Dana dealer,
    bound to Dana by an agreement.
    UJoints argues that Dana terminated the agreement only
    because of complaints from other dealers. That’s irrelevant.
    Dana had good cause to terminate the agreement once
    4                                                 No. 16-2239
    AISCO sold its assets. UJoints points out that at the Novem-
    ber meeting a Dana representative told Brown and Zahn: “I
    don’t care what you are going to do or how you are going to
    do it as long as it includes [Bob Stoddard, a long-time
    AISCO employee].” UJoints argues that this statement con-
    stituted Dana’s blessing UJoints’ stepping into AISCO’s
    shoes as a Dana dealer by purchasing AISCO’s assets. No
    way; at the November meeting Dana’s representatives didn’t
    know that UJoints had purchased AISCO’s assets. And Zahn
    testified that Dana’s representatives didn’t make any prom-
    ises at the November meeting, or at any other meeting.
    UJoints is left to argue that Dana “intentionally and ex-
    pressly entered into a dealership agreement with” UJoints
    after learning that UJoints had acquired AISCO’s assets. This
    is not inconceivable, since Dana had been content to use
    those assets in its business. As evidence of a dealership
    agreement with Dana, UJoints points out that until Dana
    terminated its relationship with it in June 2013, Dana gave it
    its standard distributor terms and conditions and protocols
    for ordering product, introduced Zahn and Brown to Dana
    officials in Germany (where apparently some of Dana’s
    products originate), sent UJoints a credit application to fill
    out “as part of the partnership going forward,” provided
    UJoints with certain product specifications, and continued
    filling orders by UJoints for products for UJoints to distrib-
    ute.
    But UJoints has again missed the point. When AISCO’s
    assets were shifted to UJoints, Dana naturally wanted to
    learn more about the new company, and so it cooperated
    with UJoints to the extent of providing some inducements to
    it to continue distributing Dana products. That does not
    No. 16-2239                                                   5
    mean that Dana entered into a “dealer agreement,” specify-
    ing the ongoing rights and obligations of it and UJoints—a
    new, unknown entity the identity of which the owners had
    concealed from Dana for a significant time, which must have
    undermined their credibility with Dana. Glancing back at
    our quotations from the Texas statute, we see that a distribu-
    tor agreement can be of indefinite duration, implying that it
    can be terminated at any time if no duration is specified, and
    none was here, and also that it can be terminated because the
    distributor sold its assets, which AISCO did.
    All else aside, precipitate classification of a pattern of
    dealing as a dealership agreement terminable only for good
    cause would have a disruptive effect on distribution. When a
    distributor suddenly vanishes, the supplier may still need its
    distribution; it may be unable to afford the protracted inter-
    ruption that might ensue if it lost its existing distribution
    and had to create a new system of distribution from scratch.
    It is also natural for a supplier to want to learn more about a
    successor to its former dealer before granting the successor a
    dealership. And so it was natural for Dana to continue sell-
    ing, for a time, to its dealer’s, AISCO’s, successor—UJoints.
    Obviously not all sales are pursuant to dealer agree-
    ments, as opposed to merely being agreed upon. If you buy
    a car from someone and resell it, that doesn’t make you a
    dealer, and so the fact that UJoints bought products from
    Dana and resold them did not make UJoints a party to a
    dealer agreement. Because UJoints was distributing Dana’s
    products, Dana had to furnish it with information necessary
    to facilitate that distribution and avoid errors. That provision
    of information, necessary for efficient distribution even if
    6                                                  No. 16-2239
    there is no dealer agreement, did not constitute or create
    such an agreement.
    The judgment of the district court is therefore affirmed.
    

Document Info

Docket Number: 16-2239

Citation Numbers: 844 F.3d 617

Judges: Posner

Filed Date: 12/16/2016

Precedential Status: Precedential

Modified Date: 1/12/2023