Massachusetts State Automobile Dealers Association, Inc. v. Tesla Motors MA, Inc. , 469 Mass. 675 ( 2014 )

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SJC-11545
MASSACHUSETTS STATE AUTOMOBILE DEALERS ASSOCIATION, INC., &
others1 vs. TESLA MOTORS MA, INC., & another.2
Norfolk. May 6, 2014. - September 15, 2014.
Present: Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.
Motor Vehicle, Dealer. Consumer Protection Act, Motor vehicle
franchise, Standing. Practice, Civil, Standing.
Civil action commenced in the Superior Court Department on
October 16, 2012.
A motion to dismiss was heard by Kenneth J. Fishman, J.
The Supreme Judicial Court on its own initiative
transferred the case from the Appeals Court.
Thomas S. Vangel (James F. Radke with him) for
Massachusetts State Automobile Dealers Association, Inc., &
others.
Richard P. Campbell for the defendants.
John E. Kwoka, Jr., pro se, amicus curiae, submitted a
brief.
1
Connolly Buick, Co., Inc., doing business as Herb Connolly
Chevrolet; Jake Kaplan's Inc., doing business as Fisker Norwood;
and James G. Boyle.
2
Tesla Motors, Inc.
2
BOTSFORD, J. In Beard Motors, Inc. v. Toyota Motor
Distribs., Inc., 395 Mass. 428 (1985) (Beard Motors), this court
held that a Massachusetts motor vehicle dealer did not have
standing to maintain an action for an alleged violation of G. L.
c. 93B, § 12A, against a motor vehicle distributor with which it
was not affiliated. In the case before us, the principal
question is whether amendments to the statute in 2002 broadened
the scope of standing under c. 93B, such that Massachusetts
motor vehicle dealers now have standing to maintain an action
for an alleged violation of the statute against unaffiliated
motor vehicle manufacturers or distributors. We hold that the
2002 amendments did not have this effect. Chapter 93B is aimed
primarily at protecting motor vehicle dealers from injury caused
by the unfair business practices of manufacturers and
distributors with which they are associated, generally in a
franchise relationship. We therefore affirm the judgment of the
Superior Court dismissing the plaintiffs' action on the basis of
lack of standing.
Procedural background. The plaintiff Massachusetts State
Automobile Dealers Association, Inc. (MSADA), is a Statewide
organization that represents the interests of new automobile and
truck franchised dealerships in Massachusetts; two of the other
plaintiffs, Connolly Buick Co., Inc., doing business as Herb
3
Connolly Chevrolet, and Jake Kaplan's Inc., doing business as
Fisker Norwood, are Massachusetts motor vehicle dealers. The
plaintiffs commenced this action against Tesla Motors, Inc., an
automobile manufacturer, and its Massachusetts subsidiary, Tesla
Motors MA, Inc., alleging that the defendants were operating "an
automobile dealership showroom in the Natick Mall without a
license and in violation of law which prohibits a manufacturer
from owning a dealership."3 The plaintiffs claimed that the
defendants were in violation of G. L. c. 93B, §§ 3 (a)4 and
4 (c) (10),5 and were engaged in a civil conspiracy "to evade
Massachusetts law and to operate an automobile dealership
without the required licenses." They sought declaratory relief,
a temporary restraining order, and preliminary and permanent
injunctive relief that would, among other things, prevent the
defendants from owning directly or indirectly any Tesla brand
dealership in Massachusetts.
3
We generally will refer to Tesla Motors, Inc., as "Tesla,"
and Tesla Motors MA, Inc., as "Tesla MA." Where appropriate, we
refer to Tesla and Tesla MA collectively as "the defendants."
4
General Laws c. 93B, § 3 (a), inserted by St.2002, c. 222,
§ 3, provides: "Unfair methods of competition and unfair or
deceptive acts or practices, as defined in [c. 93B, §] 4, are
hereby declared to be unlawful."
5
General Laws c. 93B, § 4 (c) (10), inserted by St. 2002,
c. 222, § 3, provides in part that it is deemed a violation of
c. 93B, § 3 (a), for a manufacturer to own or operate, directly
or through a subsidiary, a dealership in the Commonwealth "of
the same line make" as any vehicles that the manufacturer
manufactures or distributes.
4
The defendants moved to dismiss the complaint both for lack
of standing and for failure to state a claim on which relief
could be granted. See Mass. R. Civ. P. 12 (b) (1) and (6), 365
Mass. 754 (1974). They argued, among other things, that the
plaintiffs lacked standing to claim a violation of G. L. c. 93B
and conspiracy to violate c. 93B because they were not
"affiliated dealers" of Tesla or Tesla MA. After a hearing, a
judge in the Superior Court denied the plaintiffs' request for a
temporary restraining order and preliminary injunction, ruling
that the plaintiffs lacked standing to maintain the action. He
subsequently denied the plaintiffs' motion for reconsideration
and dismissed the complaint for lack of standing.6,7 The
plaintiffs appeal.
6
The defendants also filed a special motion to dismiss
pursuant to the so-called "anti-SLAPP" statute, G. L. c. 231,
§ 59H. The judge denied that motion. The defendants do not
press the point on appeal.
7
The judge ruled in part that the Massachusetts State
Automobile Dealers Association (MSADA) did not have standing
because it is not a manufacturer, distributor, or motor vehicle
dealer entitled to bring suit under G. L. c. 93B, § 15. The
plaintiffs claim on appeal that MSADA has "associational
standing." See Modified Motorcycle Ass'n of Mass., Inc. v.
Commonwealth, 60 Mass. App. Ct. 83, 85 & n.6 (2003), citing Hunt
v. Washington State Apple Advertising Comm'n, 432 U.S. 333, 343
(1977). Given the result we reach and, in any event, because of
the presence of the two individual dealer plaintiffs, we need
not attempt to resolve MSADA's associational standing claim.
5
Facts.8 Tesla is a manufacturer of electric motor vehicles.
It was incorporated in Delaware in 2003. Tesla Motors MA is its
wholly-owned subsidiary, incorporated in Massachusetts in 2012
"to lease and operate stores, galleries and service centers for
the sale and service of Tesla vehicles in Massachusetts and to
provide the public with information about electric vehicle
ownership." Neither of the defendants is affiliated in any way
with the plaintiffs. The defendants are not members of MSADA,
and neither of the plaintiff individual dealers ever sold or
distributed Tesla brand vehicles.
At the time the complaint was filed, the defendants were
not licensed to sell motor vehicles in Massachusetts. However,
Tesla MA had filed with the board of selectmen of Natick (board)
an application for a class 1 license pursuant to G. L. c. 140,
§§ 58 and 59.9 Tesla MA was also operating a "gallery" in the
8
This recitation of facts is drawn from the allegations of
the plaintiffs' verified complaint and from affidavits and other
exhibits that were before the motion judge. A judge ruling on a
motion to dismiss for lack of standing pursuant to Mass. R. Civ.
P. 12 (b) (1), 365 Mass. 754 (1974), may properly consider such
submissions. See Ginther v. Commissioner of Ins., 427 Mass.
319, 322 & n.6 (1998); Watros v. Greater Lynn Mental Health &
Retardation Ass'n, 421 Mass. 106, 108-109 (1995).
9
Class 1 licenses are granted to "[a]ny person who is a
recognized agent of a motor vehicle manufacturer or a seller of
motor vehicles made by such manufacturer whose authority to sell
the same is created by a written contract with such manufacturer
or with some person authorized in writing by such manufacturer
to enter into such contract, and whose principal business is the
6
Natick Mall at which interested individuals could view a Tesla
display vehicle and learn about Tesla products and electric
motor vehicles in general. The plaintiffs alleged in their
complaint that the gallery was the functional equivalent of a
dealership showroom, intended to generate sales of Tesla
vehicles. The defendants have denied that any sales of vehicles
have been made or facilitated at the gallery. In any event,
between the time of the motion judge's ruling on the plaintiffs'
request for a preliminary injunction and his ruling on the
defendants' motion to dismiss, the board approved Tesla MA's
license application and issued a class 1 license to Tesla MA,
permitting it to operate a sales office located on West Central
Street in Natick (town).10
sale of new motor vehicles." G. L. c. 140, § 58 (b). The
licensing process is the subject of G. L. c. 140, § 59.
10
MSADA and Brigham-Gill Motorcars, Inc., a Massachusetts
motor vehicle dealer that is not involved in this litigation,
challenged the issuance of the license to Tesla MA. They
commenced an action in the Superior Court seeking declaratory
relief pursuant to G. L. c. 231A, and relief in the nature of
certiorari pursuant to G. L. c. 249, § 4, alleging that the
license violated G. L. c. 93B, § 4 (c) (10). A different judge
in the Superior Court allowed Tesla MA to intervene in that
action and then dismissed the action on motion of Tesla MA and
the board of selectmen of Natick. The judge ruled that the
plaintiffs lacked standing to maintain the action because they
had not demonstrated a legally cognizable injury, and because
the statute governing the issuance of the license, G. L. c. 140,
§ 59, did not give them a right to challenge the granting of the
license. The order dismissing the complaint in that action came
after the order dismissing the complaint in this case, but
7
Statutory framework. Chapter 93B was added to the General
Laws in 1970 (see St. 1970, c. 814, § 1). It was, and continues
to be, "a comprehensive statute covering an array of business
practices in the automobile industry." Beard Motors, 395 Mass.
at 430. It "was enacted in recognition of the potentially
oppressive power of automobile manufacturers and distributors in
relation to their affiliated dealers." Id. at 432. "The
statute aims at eliminating industry practices which may be
reasonably thought to operate unfairly or coercively. It is
designed to protect franchisees from having to succumb to
dictation by manufacturers pressing their own interests in
disregard of the health of other elements in the trade and
perhaps ultimately of the welfare of the public." Tober Foreign
Motors, Inc. v. Reiter Oldsmobile, Inc., 376 Mass. 313, 322
(1978) (Tober). See Brown, A Bill of Rights for Auto Dealers,
12 B.C. Indus. & Commercial L. Rev. 757 (1971) (Brown).
General Laws c. 93B, as enacted in 1970, remained in effect
and in the same general form through 2002. Before the 2002
amendments, c. 93B, § 3 (a), declared unlawful the use of
neither MSADA nor Brigham-Gill appealed the judgment of
dismissal.
Tesla and Tesla MA argue, as an alternative basis for
upholding the judgment of dismissal in this case, that the
plaintiffs are barred by principles of res judicata from
relitigating the issue of standing. Given the result we reach,
we need not resolve that contention.
8
"unfair methods of competition and unfair or deceptive acts or
practices, as defined in [c. 93B, §] 4." See G. L. c. 93B, § 3
(a), inserted by St. 1970, c. 814, § 1. Section 4 (3), in turn,
itemized "a considerable array of oppressive practices," Tober,
376 Mass. at 320, by manufacturers and distributors that were
deemed to be violations of § 3 (a). See G. L. c. 93B, § 4 (3)
(a)-(m), inserted by St. 1970, c. 814, § 1, and as amended
through St. 1977, c. 717, § 3. When originally enacted, this
itemized list was described by one author as the "The Dealers'
'Bill of Rights' Provision," and was intended to protect
franchised dealerships from specific types of abuses by their
manufacturers. Brown, supra at 799-806. Chapter 93B also had a
section authorizing the Attorney General, at the request of a
dealer, manufacturer, or distributor, to enforce compliance with
the chapter in accordance with G. L. c. 93A, §§ 4-8, inclusive,
see c. 93B, § 12, as amended by St. 1977, c. 717, § 5, as well
as a provision conferring a private right of action on motor
vehicle dealers damaged by one or more of the proscribed acts or
practices. See G. L. c. 93B, § 12A, as amended by St. 1985,
c. 689, § 2.
The 2002 statutes repealed in its entirety the then-
existing c. 93B and replaced it with a new c. 93B. See St.
2002, c. 222, § 3. However, many of the core provisions and the
general structure of the previous statute have remained
9
essentially the same. Specifically, § 3 (a) of the new c. 93B11
continues to declare unlawful the use of "[u]nfair methods of
competition and unfair or deceptive acts and practices, as
defined in [§] 4," and § 4 (c), like the former § 4 (3),
consists of an itemized list of specific acts that are deemed to
be violative of § 3 (a). Although the section number has
changed, c. 93B continues to give the Attorney General the power
to enforce compliance with the statute on request of any dealer,
manufacturer, or distributor, see c. 93B, § 14, inserted by St.
2002, c. 222, § 3.
Of particular concern in this case are new § 4 (c) (10) and
new § 15 (a). Under § 4 (c) (10), it is unlawful for a
manufacturer, distributor, or franchisor representative "to own
or operate, either directly or indirectly through any
subsidiary, parent company or firm, a motor vehicle dealership
located in the commonwealth of the same line make as any of the
vehicles manufactured, assembled or distributed by the
manufacturer or distributor." G. L. c. 93B, § 4 (c) (10),
inserted by St. 2002, c. 222, § 3. Under the cognate provision
of the version of the statute that existed just before its 2002
amendments, it was unlawful for a manufacturer, distributor, or
wholesaler "to own and operate, either directly or indirectly
11
The statute was amended by St. 2012, c. 152. Use of the
words "new" or "now" in reference to G. L. c. 93B, means the
statute inserted by St. 2002, c. 222, § 3.
10
through any subsidiary, parent or affiliated company or firm, a
motor vehicle dealership within the relevant market area of a
motor vehicle dealer of the same line make." See G. L. c. 93B,
§ 4 (3) (k), as amended through St. 1977, c. 717, § 3. Section
15 (a) creates a private right of action for dealers injured by
statutory violations –- a right that formerly was set out in
c. 93B, § 12A -- and adds a private right of action for
manufacturers and distributors who may suffer injury on account
of statutory violations by dealers.12
Discussion. The plaintiffs urge us to read literally the
language of G. L. c. 93B, §§ 4 (c) (10) and 15 (a), and to
conclude that they have standing. In particular, they argue
that the plain language of § 15 (a) permits "[a]ny . . . motor
vehicle dealer" who has been injured by "any act prohibited or
declared unlawful under" c. 93B to maintain an action against
12
Section 15 (a) provides in relevant part:
"Any manufacturer, distributor or motor vehicle dealer
who suffers any loss of money or property, real or
personal, as a result of the use or employment by a
manufacturer, distributor or motor vehicle dealer of an
unfair method of competition or an unfair or deceptive act
or practice as defined by this chapter, any act prohibited
or declared unlawful by this chapter, or any rule or
regulation adopted under this chapter, may bring an action
in the superior court, or if applicable in the federal
district court for the district of Massachusetts, for
damages and equitable relief, including injunctive relief
. . . ."
G. L. c. 93B, § 15, inserted by St. 2002, c. 222, § 3.
11
the offending entity. Because they see the defendants'
operation of a factory-owned store selling Tesla brand vehicles
as a violation of § 4 (c) (10), and therefore an unlawful act
within the meaning of § 3 (a), they assert that § 15 (a) gives
them standing. The plaintiffs' position is that, given the
unambiguous language of § 15 (a) and § 4 (c) (10), the motion
judge erred in considering the history and purpose of c. 93B and
this court's decision in the Beard Motors case to adopt a
reading of the statute different from the one they advance. We
do not agree.
First, although the parties do not address this point, it
is not entirely clear that the plain language of § 4 (c) (10)
applies to the defendants' conduct and renders it unlawful, as
the plaintiffs contend. They maintain that § 4 (c) (10)
prohibits a manufacturer such as Tesla, directly or through a
subsidiary such as Tesla MA, from owning or operating in the
Commonwealth "a motor vehicle dealership" selling its own line
make of automobiles. "Motor vehicle dealership" is a term
defined in c. 93B as:
"any person who, in the ordinary course of its
business, is engaged in the business of selling new motor
vehicles to consumers or other end users pursuant to a
franchise agreement and who has obtained a class 1 license
pursuant to the provisions of [G. L. c. 140, §§ 58 & 59]"
(emphasis added).
12
G. L. c. 93B, § 1, inserted by St. 2002, c. 222, § 3. Because
neither Tesla nor Tesla MA is engaged in the business of selling
new Tesla motor vehicles in Massachusetts "pursuant to a
franchise agreement," there appears to be a question whether
Tesla's business model involves the operation of a "motor
vehicle dealership" within the meaning of c. 93B, § 4 (c) (10),
and therefore whether, by its literal terms, the proscription of
§ 4 (c) (10) applies to the defendants at all.
Second, and more significantly, the plaintiffs take too
narrow an approach to the task of interpreting the statutory
provisions at issue. While the specific language of a statute
is obviously key, "[t]he general and familiar rule is that a
statute must be interpreted according to the intent of the
Legislature ascertained from all its words construed by the
ordinary and approved usage of the language, considered in
connection with the cause of its enactment, the mischief or
imperfection to be remedied and the main object to be
accomplished." Hanlon v. Rollins, 286 Mass. 444, 447 (1934).
This is particularly true when a party's standing is the issue
to be decided. Indeed, in the Beard Motors case, where the
plaintiff's standing was precisely the question at hand, the
13
court rejected essentially the same approach to statutory
interpretation as the plaintiffs here advance.13 We stated:
"We have often recognized that not every party who can
claim an injury as a result of violations of a statute or
regulation has standing to bring an action thereunder.
This is true even when a literal reading of the statute,
without regard to the Legislature's purpose in enacting it,
would appear to provide a broader grant of standing. See,
e.g., Gallo v. Division of Water Pollution Control, 374
Mass. 278, 283 (1978) (statute authorizing action by 'any
. . . person interested'); Circle Lounge & Grille, Inc. v.
Board of Appeal of Boston, 324 Mass. 427, 429 (1949)
(statute authorizing action by 'any person aggrieved');
Monroe v. Cooper, 235 Mass. 33, 34-35 (1920) (same). The
scope of the grant of authority to bring an action for
violation of G. L. c. 93B, § 12A [now § 15], must be
13
In Beard Motors, Inc. v. Toyota Motor Distribs., Inc.,
395 Mass. 428, 429 (1985) (Beard Motors), a franchised Chevrolet
dealership (Beard) had entered into a contract with a franchised
Toyota dealership (Bullock) to purchase the latter. The
agreement was conditioned on Bullock's obtaining consent to the
assignment from the relevant Toyota distributor and the Toyota
importer for the United States. Id. It suffices to say that
consent was not forthcoming and the sale did not take place.
Id. Beard commenced an action against the distributor and the
importer, claiming a violation of G. L. c. 93B, § 4 (3) (i), id.
at 430, as then in effect, which required the written consent to
the assignment of the manufacturer, distributor or wholesaler,
"which consent shall not unreasonably be withheld" (emphasis
added). G. L. c. 93B, § 4 (3) (i), as amended through St. 1977,
c. 717, § 3. The sole issue in the case was whether Beard,
never having been a Toyota dealer, had standing under G. L.
c. 93B, § 12A (now § 15 [a]), to maintain an action against
Toyota, claiming violation of a subsection of § 4 (3) (now § 4
[c]). Beard Motors, 395 Mass. at 430.
The court examined the language, history, and purposes of
the statute. Despite the seemingly broad language of § 12A,
which, like the present § 15 (a), on its face conferred standing
on any motor vehicle dealer to maintain an action against a
distributor alleging an unfair act or practice in violation of
the statute, Beard did not have standing because its alleged
injury was not within the statute's intended area of concern.
Id. at 431-433.
14
determined with reference to the context and subject matter
of the statute. See Boston Edison Co. v. Boston
Redevelopment Auth., 374 Mass. 37, 44 (1977); Ayer v.
Commissioners on Height of Bldgs. in Boston, 242 Mass. 30,
33 (1922). Whether Beard has standing under § 12A depends
upon the intent of the Legislature. To determine the
intent of the Legislature, we look to both the language and
purposes of the act. Gallo v. Division of Water Pollution
Control, supra at 284.
"Unless the Legislature has clearly indicated that it
intends a broader grant of standing, see, e.g., Fournier v.
Troianello, 332 Mass. 636, 639 (1955), we have generally
looked to whether the party claiming to have standing has
alleged an injury 'within the area of concern of the
statute or regulatory scheme under which the injurious
action has occurred.' Penal Insts. Comm'r for Suffolk
County v. Commissioner of Correction, 382 Mass. 527, 532
(1981), quoting Massachusetts Ass'n of Indep. Ins. Agents &
Brokers v. Commissioner of Ins., 373 Mass. 290, 293 (1977).
See also Circle Lounge & Grille, Inc. v. Board of Appeals
of Boston, supra at 429-430 ('It was no part of the purpose
of the zoning regulations to protect business from
competition,' therefore, a person alleging injury due to
increase in competition is not a 'person aggrieved' within
the meaning of the statute). An analysis of the provisions
of G. L. c. 93B and of the Legislature's apparent
objectives in enacting the statute leads to the conclusion
that Beard has not alleged injury within the area of
concern of the statute."
Beard Motors, 395 Mass. at 431-432.
The plaintiffs here attempt to distinguish the holding of
Beard Motors by focusing on its particular facts, arguing that
the court looked to the history and purpose of the statute to
avoid reaching an illogical result in the case. We disagree.
Beard Motors and the cases cited in that case stand for the
well-settled proposition that, in matters of standing to
maintain actions for statutory violations, courts must look to
15
the history and purpose of the statute to determine its intended
"area of concern." The objective is not merely to avoid
illogical results, but to respect the Legislature's intent by
recognizing standing only for those whom the statute is intended
to protect.14
The plaintiffs also maintain that, even if one were to take
into account the history and purpose of the statute, they have
standing to pursue their claim because theirs is a type of
injury that the Legislature intended to be remedied by c. 93B.
Their claimed injury is that they will be at a disadvantage
competing with the defendants, who will be selling Tesla brand
vehicles through company-owned stores and not through franchised
dealerships. They allege that "[u]nless the defendants are
enjoined, they will be allowed to compete unfairly with the
dealers as their model of manufacturer owned dealerships with
remote service centers will allow Tesla and Tesla MA financial
14
The plaintiffs claim to recognize that a determination of
the statute's area of concern is critical, yet argue that the
area of concern is to be determined (absent ambiguity or
illogical results) solely from the language of the statute. To
the contrary, numerous cases of this court, addressing standing
issues in a variety of contexts, have held that we find the
intended area of concern, and hence the interests that the
Legislature intended to protect, based on consideration not only
of the language of a statute, but also on an examination of its
history and purpose. In addition to the cases cited in the
passage from Beard Motors quoted in the text, see, e.g., HSBC
Bank USA, N.A. v. Matt, 464 Mass. 193, 200 (2013), and cases
cited; Enos v. Secretary of Envtl. Affairs, 432 Mass. 132, 135-
136 (2000), and cases cited.
16
savings which would not be available to Massachusetts dealers
who must spend considerably to conform to Massachusetts law.
This could cause inequitable pricing which also [could] cause
consumer confusion and the inability to fairly consider the
various automobiles offered." Contrary to the plaintiffs'
assertion, however, the type of competitive injury they describe
between unaffiliated entities is not within the statute's area
of concern. See American Honda Motor Co. v. Bernardi's, Inc.,
432 Mass. 425, 436 (2000) (discussing "relevant market area"
requirement of statute then in effect; "Chapter 93B was not
intended to provide all dealers with a statutory right to seek
protection from potential competition"); Tober, 376 Mass. at
322-323 (discussing statute's purpose as "preserving a sound
competitive market free of the domination of oligopolists at the
top of a vertical chain of manufacturer, distribution and sale.
. . . But if the statute works sometimes to protect established
dealers from new competition, this may be seen not as the object
of the legislation, but as an incident in the pursuit of an
ultimately procompetitive goal").
As previously discussed, the purpose of c. 93B historically
was to protect motor vehicle dealers from a host of unfair acts
and practices historically directed at them by their own brand
manufacturers and distributors. The 2002 amendments did not
change this goal. It is difficult, if not impossible, to view
17
the current version of c. 93B, § 4 (c), as representing anything
other than the same dominant thrust, i.e., to prevent abuses by
manufacturers of their franchisee dealers.15 The various
subsections of § 4 (c) other than § 4 (c) (10) all clearly
relate to relationships between manufacturers, distributors, and
franchise representatives, on the one hand, and their affiliated
dealers, on the other. See G. L. c. 93B, § 4 (c) (1) (governing
allocation of new vehicles by manufacturers and distributors to
their dealers); § 4 (c) (2) (governing disclosure to dealers of
methodology by which such vehicles are allocated); § 4 (c) (3)
(governing delivery of vehicles from manufacturers and
distributors to their franchised dealers); § 4 (c) (4)
(proscribing threats to terminate franchise agreements);
§ 4 (c) (5) (prohibiting sales of same model vehicles to
different dealers at disparate prices); § 4 (c) (6) (prohibiting
15
The plaintiffs suggest that the Beard Motors decision,
and our subsequent decision in American Honda Motor Co. v.
Bernardi's, Inc., 432 Mass. 425 (2000) (American Honda), are of
limited utility in determining the full extent of the protection
intended for dealers under G. L. c. 93B, because those cases
involved subsections of c. 93B, § 4, that applied on their face
only to affiliated parties. We are not persuaded by this myopic
reading of the cases. Beard Motors, in particular, spoke in
broad terms about the history and intent of the entire statute,
not just the specific subsection that was in play in that case.
Beard Motors, 395 Mass. at 430-433. Beard, like the plaintiffs
in this case, maintained that it was injured by unlawful acts of
a party with whom it was not affiliated. It was precisely
because the statute was intended to apply only to affiliated
parties that the court refused to recognize Beard's standing.
Id. at 432-433.
18
sales to individuals at price lower than price offered and
charged to dealers); § 4 (c) (7) (prohibiting sales of parts and
accessories to different dealers at disparate prices);
§ 4 (c) (8) (proscribing imposition of unreasonable restrictions
on financial arrangement or structure of dealerships);
§ 4 (c) (9) (proscribing receipt of money, goods, or services
from persons transacting with dealers, without accounting to
dealers for same); § 4 (c) (11) (prohibiting coercion of dealers
to release, assign, or waive prospectively their rights under
chapter); § 4 (c) (12) (proscribing use of parent company,
subsidiary, or agent to accomplish what would otherwise be
prohibited conduct by manufacturer or distributor under
chapter). It would be anomalous to find, within this detailed
list of rights and protections that are conferred on dealers
vis-à-vis their manufacturers and distributors, a lone provision
giving dealers protection against competition from an
unaffiliated manufacturer. Yet that is how the plaintiffs would
have us construe § 4 (c) (10). Absent a clear indication that
the Legislature intended to have § 4 (c) (10) differ from
§ 4 (c) (1)-(9) and (11)-(12) in such a significant way, we are
not persuaded by the plaintiffs' reading of § 4 (c) (10).
As the defendants suggest, the language of that subsection
can more easily and naturally be understood as eliminating the
"relevant market area" restriction that existed in c. 93B, § 4
19
(3) (k), as amended by St. 1977, c. 717, § 3, the antecedent
version of § 4 (c) (10) that was in effect prior to the 2002
amendments. Under § 4 (3) (k), a manufacturer was precluded
(with limited exceptions not relevant here) from owning and
operating "a motor vehicle dealership within the relevant market
area of a motor vehicle dealer of the same line make." Dealers
were thus protected from having to compete with their affiliated
manufacturers for sales within a defined geographical area.16
The 2002 amendments broadened that protection: § 4 (c) (10)
precludes a manufacturer from competing for sales with an
affiliated dealership by operating a dealership anywhere within
the Commonwealth, not just within the defined "relevant market
area" of one of its affiliated dealers. G. L. c. 93B,
§ 4 (c) (10).
The legislative history relating specifically to the
enactment of § 4 (c) (10) in 2002 supports our reading of this
section. The sole item of legislative history relied on by the
plaintiffs is a "position paper" written by MSADA and presented
to the Legislature's Joint Committee on Commerce and Labor in
16
Determining "relevant market area," as defined in the
statute, has proved to be quite challenging, and litigation
concerning the relevant market area could be quite time-
consuming and expensive. See American Honda, 432 Mass. at 427-
434; Ricky Smith Pontiac, Inc. v. Subaru of New England, Inc.,
14 Mass. App. Ct. 396, 412 (1982) (observing that statutory
definition of relevant market area "would perplex even the most
percipient logician").
20
May, 2001, at the time the committee was considering an earlier
version of amendments to c. 93B, 2001 Senate Doc. No. 87. The
MSADA paper explained the key provisions of that bill and
expressed the association's support for it. The paper stated
that 2001 Senate Doc. No. 87 would eliminate two "loopholes"
under c. 93B as then in effect,17 by "explicitly prevent[ing]
factory ownership or operation of new or used vehicle stores."
Specifically, according to the paper, the Senate bill would
"prohibit the direct sale of new cars to consumers by the
factories."18
17
MSADA's paper claimed that G. L. c. 93B as then in effect
prohibited "manufacturers from directly owning and operating
dealerships in Massachusetts." That is not correct. General
Laws c. 93B, § 4 (3) (k), as amended by St. 1977, c. 717, § 3,
only prohibited manufacturers from owning and operating a
dealership "within the relevant market area of a motor vehicle
dealer of the same line make."
18
2001 Senate Doc. No. 87, in relevant part, proposed the
following language for the new G. L. c. 93B, § 4 (c) (10):
"(c) It shall be deemed a violation of subsection (a)
of section 3 for a manufacturer, distributor, or franchisor
representative: . . . (10) to own or operate, either
directly or indirectly through any subsidiary or parent
company or firm, a motor vehicle dealership located in the
commonwealth of the same line make as any of the vehicles
manufactured, assembled or distributed by the manufacturer
or distributor. It shall also be a violation of subsection
(a) of section 3 for a manufacturer, but not for a
distributor, either directly or indirectly through any
subsidiary or parent company or firm: (a) to obtain a
class 1 or class 2 license issued pursuant to the
provisions of [§] 58 or 59 of [c.] 140; or (b) to own or
operate a business within the commonwealth for the purpose
of selling motor vehicle parts or service directly to
21
However, 2001 Senate Doc. No. 87 was not the bill that
ultimately was enacted. Rather, the bill that, a year later,
the Legislature enacted and the then Acting Governor Jane Swift
signed into law as St. 2002, c. 222, was 2002 Senate Doc. No.
2412.19 This bill, and therefore the new G. L. c. 93B, § 4 (c)
(10), that resulted from it, did not include the language from
2001 Senate Doc. No. 87 barring manufacturers from obtaining
directly or through a subsidiary a class 1 license that is
emphasized in note 18, supra. Accordingly, language that would
have put into place (with certainty) the type of prohibition
that the plaintiffs here seek to read into § 4 (c) (10) was not
included in the statute as enacted.
Moreover, two other documents in Acting Governor Swift's
papers concerning the passage of St. 2002, c. 222, indicate that
the language in the proposed § 4 (c) (10) precluding a
customers; or (c) to enter into a contract with a business
or third-party located in the commonwealth, which does not
have and cannot obtain a class 1 license issued pursuant to
the provisions of [§] 58 of [c.] 140, giving said business
or third-party the right to provide warranty service to
motor vehicles it manufactures, assembles or distributes"
(emphasis added).
19
The bill cited in the text, 2002 Senate Doc. No. 2412,
itself was derived from 2002 House Doc. No. 4997. In all
respects material to this case, the two bills are identical.
Moreover, as indicated in the text, infra, after 2002 Senate
Doc. No. 2412 was passed by both branches of the Legislature and
sent to the acting Governor, the review conducted by the acting
Governor's staff referred to the legislation as "House Doc. No.
4997."
22
manufacturer from owning or operating a motor vehicle dealership
was intended and understood to apply only to manufacturers
owning or operating dealerships in competition with their
affiliated, own brand dealers. In particular, the acting
Governor's papers include a paper prepared by MSADA in May,
2002, addressing the predecessor to 2002 Senate Doc. No. 2412,
2002 House Doc. No. 4997. See note 19, supra. This second
paper, like the one written to address the Senate bill a year
earlier, summarized the key provisions of 2002 House Doc. No.
4997 and expressed the association's support for it.
Recognizing (at least implicitly) that the absolute ban on
manufacturers obtaining class 1 licenses had by that time been
eliminated from the proposed legislation, the association wrote
in its 2002 paper that "House 4997 would create a statewide ban
on factory ownership of dealerships to prevent manufacturers
from directly competing with their own dealers by indirectly
owning or operating dealerships in Massachusetts" (emphasis
added). In other words, a manufacturer might obtain a class 1
license to sell vehicles, but under the new legislation it would
not be able sell the same line make in Massachusetts if it
already had an affiliated dealer within the Commonwealth.
The second relevant paper in the acting Governor's file is
a memorandum to her from her deputy chief legal counsel in
August, 2002, when 2002 Senate Doc. No. 2412 was before her for
23
signature. The memorandum states that "[t]he purpose of this
law is apparently to protect dealers in their relationships with
manufacturers, given the imbalance of bargaining power between
the two." Further, in an apparent reference to § 4 (c) (10),
the memorandum states that "dealers wanted to clarify that
manufacturers should not be able to operate as dealers too (and
thereby compete with their own franchisees)" (emphasis added);
the memorandum also indicates that the bill's language was in
response to dealers' complaints "that manufacturers can compete
unfairly with their own franchisees by owning their own
dealerships" (emphasis added). Finally, the memorandum assures
the acting Governor that the amendments to G. L. c. 93B included
in the proposed legislation were negotiated at length to the
satisfaction of all concerned -- manufacturers, dealers, and
consumer interests.
We take from these additional materials in the acting
Governor's file that St. 2002, c. 222, was intended and
understood only to prohibit manufacturer-owned dealerships when,
unlike Tesla, the manufacturer already had an affiliated dealer
or dealers in Massachusetts.
Conclusion. With a proper understanding of the language,
history, and purpose of the statute in mind, we hold that G. L.
c. 93B, § 15, does not confer standing on a motor vehicle dealer
to maintain an action for violation of G. L. c. 93B, § 4 (c)
24
(10), against a manufacturer with which the dealer is not
affiliated. We therefore affirm the Superior Court's judgment
dismissing the plaintiffs' action for lack of standing.
So ordered.