Cumberland Chevy Olds Cadillac
Annotate this Case
January 1992 Term
___________
No. 20737
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CUMBERLAND CHEVROLET OLDSMOBILE CADILLAC, INC.,
A WEST VIRGINIA CORPORATION,
Plaintiff Below, Appellant
v.
GENERAL MOTORS CORPORATION, A
DELAWARE CORPORATION, DOING BUSINESS IN
THE STATE OF WEST VIRGINIA,
Defendant Below, Appellee
___________________________________________________
Appeal from the Circuit Court of Mercer County
Honorable David W. Knight, Judge
Civil Action No. 90-CV-1217-K
AFFIRMED
___________________________________________________
Submitted: April 29, 1992
Filed: July 23, 1992
J. W. Feuchtenberger
Stone, McGee, Feuchtenberger & Barringer
Bluefield, West Virginia
Attorney for the Appellant
Anita R. Casey
Meyer, Darragh, Buckler, Bebenek & Eck
Charleston, West Virginia
James A. Mollica, Jr.
Michael H. Syme
Meyer, Darragh, Buckler, Bebenek & Eck
Pittsburgh, Pennsylvania
Attorneys for the Appellee
This Opinion was delivered PER CURIAM.
SYLLABUS BY THE COURT
"A party is entitled to prosecute a civil action as the
real party in interest when he establishes an actual and
justiciable interest in the subject matter of the litigation."
Syl. pt. 2, Burns v. Cities Service Company, 158 W. Va. 1059, 217 S.E.2d 56 (1975).
Per Curiam:
The appellant, Cumberland Chevrolet Oldsmobile Cadillac,
Inc., appeals from the April 25, 1991 order of the Circuit Court of
Mercer County granting summary judgment in favor of the appellee,
General Motors Corporation. The appellant had sought a judgment in
its favor for damages for breach of contract and bad faith dealings
by the appellee. We affirm the ruling of the trial court.
Both parties agree that the facts in this case are not in
dispute. On February 5, 1988, the appellant ("Cumberland") and the
appellee ("General Motors") entered into a contractual agreement
entitled "Dealer Sales and Service Agreement" ("Agreement"). The
Agreement provided, among other things, that Cumberland would
operate as a retail dealer and repair service for motor vehicles
manufactured by General Motors. The Agreement also provided that
Cumberland would purchase its inventory and parts from General
Motors, and perform warranty services as well.
The Agreement included a section entitled "Termination
Assistance." That section provided, that upon the termination of
the Agreement, General Motors would repurchase certain tools and
parts from Cumberland and General Motors would have the right to
deduct any amount owed to it by Cumberland from the repurchase
price. This repurchase provision was subject to a subsequent
provision of the Agreement which gave General Motors the right to
deduct any amount owed by Cumberland to General Motors in the event
that any "monies or accounts" became due from General Motors to
Cumberland. The Agreement also stated, that in the event of the
repurchase of the tools and parts by General Motors, Cumberland
would provide those items with "good and marketable title," and
satisfy any liens and encumbrances on those items prior to their
delivery to General Motors. The Agreement was unsecured.
On February 10, 1988 and again on May 4, 1989, Cumberland
executed security agreements in favor of General Motors Acceptance
Corporation ("GMAC"), a separate entity from General Motors. Said
security agreements provided that GMAC would extend credit to
Cumberland in return for a secured interest in certain collateral,
including tools and parts. Both security agreements were recorded
by the clerk of the McDowell County Commission in Welch. Unlike
the agreement between General Motors and Cumberland, the individual
officers of Cumberland were guarantors of the security interest in
favor of GMAC.
In August, 1989, Cumberland ceased business operations
and terminated the Agreement with General Motors. Pursuant to the
Agreement, Cumberland requested that General Motors repurchase the
tools and parts in its possession. Cumberland informed General
Motors of the liens held by GMAC prior to the repurchase.
General Motors did not transfer the repurchase price
($21,252.00) to GMAC. Instead, it deducted (pursuant to the
Agreement) the repurchase price from a debt Cumberland owed General
Motors. Cumberland thereafter filed this action in the Circuit
Court of Mercer County seeking to have the repurchase price
transferred to GMAC.
By order dated April 25, 1991, the trial court granted
General Motors' motion for summary judgment. We note that the
trial court made neither findings of fact nor conclusions of law,
and we therefore have no way of discerning the rationale behind the
trial court's decision. Although such a situation creates
difficulties upon appellate review, we nonetheless affirm the trial
court's order of summary judgment in this case.
Cumberland argues that, by virtue of the security
agreements between Cumberland and GMAC, General Motors must pay the
repurchase price of the tools and parts to GMAC pursuant to GMAC's
interest. General Motors argues that, pursuant to Rule 17(a) of
the W. Va. R. Civ. P.,See footnote 1 Cumberland has no interest in this
litigation and therefore has no standing or cause of action. We
note that although Cumberland seeks to focus on the requirements of
secured transaction law, the more fundamental concern in this case
is Cumberland's right to pursue this action.
In its complaint, Cumberland alleges a breach of contract
on the part of General Motors. It is clear from the facts of this
case that General Motors has not breached any provision of the
contract between itself and Cumberland. General Motors, although
cognizant of the security agreements between Cumberland and GMAC,
was not a party to them. It is clear that the security agreements
were in favor of GMAC, not Cumberland, and although GMAC certainly
would have an interest in the proceeds of the sale of the tools and
parts, it is also clear that Cumberland would not.See footnote 2
In syllabus point 2 of Burns v. Cities Service Company,
158 W. Va. 1059, 217 S.E.2d 56 (1975), we stated: "A party is
entitled to prosecute a civil action as the real party in interest
when he establishes an actual and justiciable interest in the
subject matter of the litigation." In Burns we held that a party
to a contract who had assigned all of his interest in the proceeds
of the contract to another could not sue for damages for breach of
contract over those proceeds because he had assigned all of his
interest in the proceeds (the subject matter of that litigation) to
another. The question we are thus faced with is whether Cumberland
has established "an actual and justiciable interest in the subject
matter of [this] litigation."
The subject matter of this litigation is the $21,252.00
repurchase price of the tools and parts credited by General Motors
to past debts of Cumberland. Any interest of Cumberland in the
repurchase price arises under its contract with General Motors, not
under the security agreement with GMAC. Cumberland seeks, on the
one hand, to use its interest in the contract with General Motors
to provide for the repurchase of the tools and parts, but then, on
the other hand, relies on GMAC's interest in the security
agreements to contend that the contractual provisions allowing
General Motors to apply the repurchase price to debts owed General
Motors by Cumberland are superseded. Cumberland cites no interest
of its own, only the interest it has assigned to GMAC. Cumberland
is not harmed in any way by General Motors' actions--it would, in
any event, be forced to give the money to either General Motors or
GMAC. Cumberland therefore has no interest whatsoever in the
repurchase price.See footnote 3
It is clear, then, that Cumberland has no "actual or
justiciable" interest in the subject matter of this litigation, and
therefore lacks standing to proceed. Although the trial court made
no findings of fact or conclusions of law, this issue was raised
before it by General Motors and it certainly supports the order
granting summary judgment.See footnote 4 All other issues raised before this
court are therefore moot.
Based upon the foregoing reasons, the order of the
Circuit Court of Mercer County is affirmed.
Affirmed.
Footnote: 1 Rule 17(a) W. Va. R. Civ. P. states, in pertinent part: "Every action shall be prosecuted in the name of the real party in interest." Footnote: 2 Nothing in this opinion should be construed as suggesting that GMAC has no interest in the sale of the tools and parts, nor should it be construed as suggesting the individual officers of Cumberland, in their individual capacities, have no interest in said sale. The individual officers of Cumberland, who were neither parties to nor liable for the contract between Cumberland and General Motors, are not parties to this action and we therefore decline to address their standing to maintain an action on this issue. Footnote: 3 Again, we reiterate that although harm may come to the individual officers of Cumberland in their individual capacities because of their obligation to GMAC by virtue of the security agreement, those officers are not parties to this action and we decline to address their rights to litigate this issue. Furthermore, neither party has raised the issue of the individual officers' standing in these circumstances. Footnote: 4 We note that even if the reasoning of a trial court is in error (there is nothing to suggest what the reasoning was in this case, or upon which ground the trial court granted the motion) we are not bound by a trial court's erroneous reasoning. As we stated in Dunning v. Barlow & Wisler, Inc., 148 W. Va. 206, 211, 133 S.E.2d 784, 788 (1963): "[I]t is fundamental that an appellate court is not bound by, nor required to give any special weight to, the conclusions of law applied by the trial court . . ., it being the duty of the appellate court to determine whether the correct legal principles have been applied."
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