Watson Chev. v. Buick Motors

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John Watson Chevrolet,
Plaintiff and Appellant,

v.

Buick Motors Division,
General Motors Corporation,
Defendant and Appellee.

MEMORANDUM DECISION
(Not For Official Publication)

Case No. 20000351-CA

F I L E D
June 1, 2001 2001 UT App 179 -----

Second District, Ogden Department
The Honorable Stanton M. Taylor

Attorneys:
David E. Bean and Emilie A. Bean, Layton, for Appellant
R. Brent Stephens, Salt Lake City, and Carol H. Lesnek-Cooper, Detroit, Michigan, for Appellee

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Before Judges Greenwood, Bench, and Orme.

GREENWOOD, Presiding Judge:

John Watson Chevrolet (Watson Chevrolet) appeals the trial court's decision granting summary judgment to General Motors Corporation (GM) on Watson Chevrolet's claims for: (1) promissory and equitable estoppel, (2) intentional interference with contractual relations and future economic relations, and (3) civil conspiracy. We affirm.

To establish a claim for promissory estoppel, a plaintiff must show that it "'got into a position where it suffered a loss.'" Andreason v. Aetna Cas. & Sur. Co., 848 P.2d 171, 175 (Utah Ct. App. 1993) (citation omitted). Additionally, a party claiming promissory estoppel must "prove the fact of damages" resulting from the loss. Id. at 176. Watson Chevrolet conceded at oral argument, and the undisputed facts show, that Watson Chevrolet suffered no economic loss based on its alleged reliance on the acts of GM. Thus, Watson Chevrolet has failed to prove damages, and the trial court properly granted summary judgment dismissing Watson Chevrolet's promissory estoppel claim.

To establish a claim of equitable estoppel, a party must show three elements: "(i) a statement, admission, act, or failure to act by one party inconsistent with a claim later asserted; (ii) reasonable action or inaction by the other party taken or not taken on the basis of the first party's statement, admission, act, or failure to act; and (iii) injury to the second party that would result from allowing the first party to contradict or repudiate such statement, admission, act, or failure to act." Nunley v. Westates Casing Servs., Inc., 1999 UT 100,¶34, 989 P.2d 1077 (citation omitted). In the present case, Watson Chevrolet fails to meet the first and second elements of equitable estoppel as Watson Chevrolet presents nothing done by GM upon which Watson Chevrolet could have reasonably relied. Thus, as a matter of law, Watson Chevrolet's claim of equitable estoppel fails, and the trial court properly granted summary judgment on this claim.

Watson Chevrolet's claim of equitable estoppel fails because the undisputed facts demonstrate, and Watson Chevrolet concedes, that GM took no affirmative act and made no statement that would have indicated to Watson Chevrolet that GM would accept its application for the Ogden dealership. Watson Chevrolet argues that GM's inactions led it to believe that its application would be accepted. Specifically, Watson Chevrolet argues that GM's custom of reviewing only one dealership application at a time and GM's previous waiver of its 2000 Alignment Policy for another applicant would indicate to Watson Chevrolet that GM was going to accept Watson Chevrolet's application. However, this argument fails as John Watson, the principle of Watson Chevrolet, testified that Helsco could not transfer a Dealer Agreement as part of an asset sale and that GM could accept, reject, or request a modification of the proposal of a new dealer. Further, John Watson admitted that GM did not indicate that the Watson Chevrolet application was suitable or that it would be accepted. The undisputed facts show that Watson Chevrolet was aware that similar applications had been accepted, but remained cognizant that its own application could be rejected. Watson Chevrolet could not have reasonably relied on any act of GM as "[t]he doctrine of equitable estoppel does not operate in favor of one who has knowledge of the essential facts . . . ." Consolidated Coal Co.. v. Utah Div. of State Lands, 886 P.2d 514, 523 (Utah 1994) (internal quotations & citation omitted). Thus, as a matter of law, Watson Chevrolet's claim of equitable estoppel fails.

Watson Chevrolet next argues that the trial court erred in dismissing its claims for tortious interference with contractual relations and future economic relations. Watson Chevrolet argues that section 13-14-3 of the Utah Automobile Franchise Act (the Franchise Act) imposes a reasonableness standard on GM's conduct with Watson Chevrolet. See Utah Code Ann. § 13-14-3 (1979).(1) However, we need not decide whether the Franchise Act imposes such a standard on GM, because the undisputed facts show that GM did not act unreasonably.

Watson Chevrolet and Helsco negotiated a purchase agreement. GM exercised its right of first refusal under its contract with Helsco. Watson Chevrolet complains that this exercise limited Helsco's ability to sell its assets to whomever it chose. However, by definition "[a] right of first refusal limits the owner's right to dispose of his property by requiring him to first offer it to the party who has the right of first refusal." G.G.A., Inc. v. Leventis, 773 P.2d 841, 845 (Utah Ct. App. 1989). Helsco, by its previous agreement with GM, limited its own right to choose the final purchaser and granted that right to GM. Watson Chevrolet presented no facts demonstrating that GM acted unreasonably when it exercised its right of first refusal. Thus, the trial court properly granted summary judgment to GM on Watson Chevrolet's tortious interference claims.

Finally, in order "[t]o assert civil conspiracy, [Watson Chevrolet] must also prove that the alleged conspirators performed one or more unlawful, overt acts." Israel Pagan Estate v. Cannon, 746 P.2d 785, 792 (Utah Ct. App. 1987) (emphasis added), appeal dismissed Israel Pagan Estate v. Capitol Thrift & Loan, 771 P.2d 1032 (Utah 1989). The undisputed facts show that GM acted both reasonably and in accordance with its contract with Helsco. Thus, the trial court properly granted summary judgment dismissing the civil conspiracy claim.

Affirmed.
 
 

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Pamela T. Greenwood,
Presiding Judge -----

WE CONCUR:
 
 

_______________________________
Russell W. Bench, Judge
 
 

_______________________________
Gregory K. Orme, Judge

1. This section was repealed in 1996. See Utah Laws 1196, ch. 277, § 20 (repealing former Utah Code Ann. §§ 13-14-1 to -10).