Detemple v. Leica Geosystems, Inc.
Filing
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ORDER denying Defendant's 74 Renewed Motion for Summary Judgment. The parties are DIRECTED to file a proposed consolidated pretrial order within thirty (30) days of the date of entry of this Order. Signed by Judge Richard W. Story on 2/9/2015. (cem)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
CLIFF DETEMPLE D/B/A
TURNING POINT SYSTEMS
GROUP,
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Plaintiff,
v.
LEICA GEOSYSTEMS INC.,
Defendant.
CIVIL ACTION NO.
1:09-CV-03272-RWS
ORDER
This case comes before the Court on Defendant Leica Geosystems Inc.’s
Renewed Motion for Summary Judgment [74]. After considering the record,
the Court enters the following Order.
Background
The facts of this case are set forth in the Court’s Order of February 27,
2013 [56] and need not be fully recounted here. Defendant Leica Geosystems
Inc. (“Leica”) produces products and systems for surveying and geographical
measurement. In April 2003, Plaintiff Cliff DeTemple (“DeTemple”) d/b/a
Turning Point Systems Group (“TPSG”) and Defendant entered into a
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Distribution Agreement ("Survey Contract") under which Plaintiff became a
distributor of Defendant’s survey products. Plaintiff missed his performance
target under the Survey Contract, and on July 14, 2006, Defendant advised
Plaintiff that he would need to meet performance targets to avoid termination.
Plaintiff did not meet his performance targets, so on September 29, 2006,
Defendant notified Plaintiff that it was terminating the Survey Contract. For the
purposes of this Order, it is sufficient for the Court to outline the procedural
history of the case following its entry of the Order granting Defendant’s Motion
for Summary Judgment [36].
This Order concerns only Plaintiff’s claim brought under the Wisconsin
Fair Dealership Law (“WFDL”). Wis. Stat. §§ 135.01-135.06. This Court
granted summary judgment on that claim to Defendant on grounds that
Plaintiff’s WFDL claim was time barred. (Feb. 27, 2013 Order, Dkt. [56].) The
Court found that the statute of limitations period under the WFDL was tolled
under the Servicemembers Civil Relief Act (“SCRA”), 50 U.S.C. app. §§ 501597b, and determined that Plaintiff was entitled to 182 days of tolling under the
SCRA for his military service. The Court calculated the limitations period to
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expire on March 24, 2008 and accordingly held that Plaintiff’s claims, first filed
on March 28, 2008, were time barred.
Plaintiff moved for reconsideration under Federal Rule of Civil
Procedure 60 [58]. The Court denied Plaintiff’s motion [66], and Plaintiff
appealed to the Eleventh Circuit Court of Appeals.1 The Court of Appeals
reversed the Court’s grant of summary judgment in favor of Leica, holding that
the tolling period for the statute of limitations “must be counted from the end of
the limitation period and that DeTemple’s limitation period therefore, with
tolling, ended on March 29, 2008, a Saturday, and continued to run until March
31, 2008.” DeTemple v. Leica Geosystems, Inc., No. 14-11413, 576 Fed.
App’x 889, 893 (11th Cir. Aug. 11, 2014) (citations omitted).
Leica now renews its motion for summary judgment on grounds that it is
entitled to judgment as a matter of law on the basis of its alternative argument:
that Plaintiff’s distribution contract with Leica did not fall within the scope of a
1
Plaintiff did not appeal the portion of this Court’s Order granting summary
judgment with respect to the breach of contract claims. As such, the Court of
Appeals’ opinion–and the present Order–concerns only the claim brought under the
WFDL.
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“dealership” under the WFDL. (Def.’s Renewed Mot. for Summary J., Dkt.
[74] at 2.)
Discussion
I.
Legal Standard - Summary Judgment
Federal Rule of Civil Procedure 56 requires that summary judgment be
granted “if the movant shows that there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of law.” “The moving
party bears ‘the initial responsibility of informing the . . . court of the basis for
its motion, and identifying those portions of the pleadings, depositions, answers
to interrogatories, and admissions on file, together with the affidavits, if any,
which it believes demonstrate the absence of a genuine issue of material fact.’”
Hickson Corp. v. N. Crossarm Co., 357 F.3d 1256, 1259 (11th Cir. 2004)
(quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986)). Where the
moving party makes such a showing, the burden shifts to the non-movant, who
must go beyond the pleadings and present affirmative evidence to show that a
genuine issue of material fact does exist. Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 257 (1986).
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The applicable substantive law identifies which facts are material. Id. at
248. A fact is not material if a dispute over that fact will not affect the outcome
of the suit under the governing law. Id. An issue is genuine when the evidence
is such that a reasonable jury could return a verdict for the non-moving party.
Id. at 249-50.
Finally, in resolving a motion for summary judgment, the court must
view all evidence and draw all reasonable inferences in the light most favorable
to the non-moving party. Patton v. Triad Guar. Ins. Corp., 277 F.3d 1294, 1296
(11th Cir. 2002). But, the court is bound only to draw those inferences that are
reasonable. “Where the record taken as a whole could not lead a rational trier
of fact to find for the non-moving party, there is no genuine issue for trial.”
Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir. 1997) (quoting
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)).
“If the evidence is merely colorable, or is not significantly probative, summary
judgment may be granted.” Anderson, 477 U.S. at 249-50 (internal citations
omitted); see also Matsushita, 475 U.S. at 586 (once the moving party has met
its burden under Rule 56(a), the nonmoving party “must do more than simply
show there is some metaphysical doubt as to the material facts”).
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II.
Defendant’s Renewed Motion for Summary Judgment [74]
In its Renewed Motion for Summary Judgment, Defendant argues that it
is entitled to judgment as a matter of law on Plaintiff’s claim under the WFDL
because Plaintiff was not a dealer within the meaning of the WFDL. At bottom,
Leica asserts that Plaintiff cannot establish that he shared a “community of
interest” with Defendant. Plaintiff responded in opposition to Defendant’s
motion, arguing that TPSG shared a “community of interest” with Leica, or in
the alternative, that genuine issues of material fact remain. The Court, using the
legal framework set forth above, now considers each party’s arguments.
Defendant’s Renewed Motion for Summary Judgment turns on
application of the WFDL. The WFDL provides, in relevant part, that a grantor
of a dealership may not refuse to renew a dealership agreement without good
cause. Ziegler Co., Inc. v. Rexnord, Inc., 407 N.W.2d 873, 874 (Wis. 1987)
(citing Wis. Stat. § 135.03). Accordingly, the central issue before the Court is
whether the relationship between TPSG and Leica was a “dealership” as
defined in Wis. Stat. § 135.02(3)(a). That statute provides:
(3) “Dealership” means any of the following:
(a) A contract or agreement, either expressed or implied, whether
oral or written, between 2 or more persons, by which a person is
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granted the right to sell or distribute goods or services, or use a
trade name, trademark, service mark, logotype, advertising or other
commercial symbol, in which there is a community of interest in
the business of offering, selling or distributing goods or services at
wholesale, retail, by lease, agreement or otherwise.
(Id.) All three elements of Wis. Stat. § 135.02(3)(a) must be satisfied in order
for a dealership to exist. Kania v. Airborne Freight Corp., 99 Wis. 2d 746, 763,
300 N.W.2d 63, 70 (1981). Courts interpreting this provision, as well as the
parties in the instant pleadings, focus on the “community of interest.” See, e.g.,
Ziegler, 407 N.W.2d at 877 (“Much of the difficulty in interpreting the statutory
definition of dealership has stemmed, as it does in this case, from the
troublesome third element, community of interest, probably the element which
most distinguishes dealerships from other forms of business agreements.”).
This Court looks to the decisions of Wisconsin state courts for aid in
interpreting the WFDL. Silverstein v. Gwinnett Hosp. Auth., 861 F.2d 1560,
1569 (11th Cir. 1988) (“It is well settled that federal courts are bound by the
interpretation of a state statute by state courts.”). While the parties also advance
arguments based on the legal standard formulated by the Seventh Circuit and
lower federal courts, Wisconsin state courts have rejected the strict “over a
barrel” analysis. Kelley Supply, Inc. v. Chr. Hansen, Inc., 2012 WI App 40, ¶¶
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14-15, 340 Wis. 2d 497, 812 N.W.2d 539 (citing Water Quality Store, LLC v.
Dynasty Spas, Inc., 2010 WI App. 112, ¶ 21 and n. 4, 328 Wis.2d 717, 789
N.W.2d 595)). Rather, Wisconsin courts ask whether there is “an interest in a
business relationship great enough to threaten the financial health of the dealer,
if the grantor were to decide to exercise its power to terminate.” Central Corp.
v. Research Products Corp., 272 Wis.2d 561, 581, 681 N.W.2d 178 (2004)
(citing Ziegler, 407 N.W.2d at 878). Further, the applicable case law
interpreting § 135.02(3)(a) has developed two “guideposts” for community of
interest: “continuing financial interest” and “interdependence,” or the degree to
which grantor and grantee cooperate, coordinate, and share common goals.
Ziegler, 407 N.W.2d at 879. Finally, the WFDL “shall be liberally construed to
promote its underlying remedial purposes and policies.” Wis. Stat.
§ 135.025(1).
The Wisconsin Supreme Court in Ziegler set forth a number of factors for
courts to consider in light of the two guideposts for determining community of
interest. See Ziegler, 407 N.W.2d 873. That non-exclusive list includes:
(1)
(2)
how long the parties have dealt with each other;
the extent and nature of the obligations imposed on the parties in
the contract or agreement between them;
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(3)
what percentage of time or revenue the alleged dealer devotes to
the alleged grantor's products or services;
(4) what percentage of the gross proceeds or profits of the alleged
dealer derives from the alleged grantor's products or services;
(5) the extent and nature of the alleged grantor's grant of territory to
the alleged dealer;
(6) the extent and nature of the alleged dealer's uses of the alleged
grantor's proprietary marks (such as trademarks or logos);
(7) the extent and nature of the alleged dealer's financial investment in
inventory, facilities, and good will of the alleged dealership;
(8) the personnel which the alleged dealer devotes to the alleged
dealership;
(9) how much the alleged dealer spends on advertising or promotional
expenditures for the alleged grantor's products or services;
(10) the extent and nature of any supplementary services provided by
the alleged dealer to consumers of the alleged grantor's products or
services.
Id. at 879-80 (numeration added). Because this list is not exhaustive, the Court
must consider “all facets of a business relationship.” Central Corp., 272 Wis.2d
at 581 (citation omitted).
Given the Ziegler factors, the facts set forth in the record, and the
directive to construe the WFDL broadly, the Court cannot determine the
dealership issue on summary judgment. At its core, the dealership inquiry asks
whether Leica terminating the business relationship would have a significant
economic impact on TPSG. See Kelley Supply, 2012 WI App 40 at ¶ 32 (citing
Ziegler, 139 Wis.2d at 605-06). To this end, several facets of the relationship
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between TPSG and Leica–including the percentage of revenue derived from
Leica Survey products, Plaintiff’s need to hire new personnel, Plaintiff’s
purchase of a building to house a dedicated showroom, cooperation in setting
sales targets, and Plaintiff’s advertising expenses–create issues of fact that
should go to a jury. The Court, on the present record, cannot determine that no
reasonable jury could conclude that TPSG was a Leica “dealership” under the
WFDL. As such, Defendant’s Renewed Motion for Summary Judgment is
DENIED.
Conclusion
For the foregoing reasons, Defendant’s Renewed Motion for Summary
Judgment is DENIED. The parties are DIRECTED to file a proposed
consolidated pretrial order within thirty (30) days of the date of entry of this
Order.
SO ORDERED, this 9th
day of February, 2015.
_______________________________
RICHARD W. STORY
UNITED STATES DISTRICT JUDGE
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