General Motors, LLC v. Canton Motor Sales, Inc.

Filing 40

ORDER and OPINION ruled on in consolidated case 1:12-cv-2201-JEC. Court GRANTS GM's Motion for Summary Judgment as to its claims asserting a breach of contract by Canton and requesting equitable relief to require Canton to comply with the Settle ment Agreement 48 and DENIES Shottenkirk's Motion for Summary Judgment in its favor as to these same claims, including its Georgia state law claims 51 . The parties shall present a proposed discovery schedule as to GM's remaining claims against Shottenkirk for tortious interference, by MARCH 31, 2014. Signed by Judge Julie E. Carnes on 3/6/2014. (bdb)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
GENERAL MOTORS LLC,
Plaintiff,
CIVIL ACTION NO.
v.

1:12-cv-01994-JEC

CANTON MOTOR SALES, INC. d/b/a
MOORE PONTIAC BUICK GMC TRUCK
and SHOTTENKIRK AUTOMOTIVE,
INC.,
Defendants.
SHOTTENKIRK AUTOMOTIVE, INC.
and CANTON MOTOR SALES, INC.
d/b/a MOORE BUICK GMC,
Plaintiffs,
CIVIL ACTION NO.
v.

1:12-cv-02201-JEC

GENERAL MOTORS LLC,
Defendant.
ORDER & OPINION
This case is before the Court on defendant General Motors LLC’s
(“GM”) and plaintiff Shottenkirk Automotive, Inc.’s (“Shottenkirk”)
opposing Motions for Summary Judgment.

(Case No. 2201, [48], [51].)

The Court has reviewed the record and the arguments of the parties
and, for the reasons set out below, concludes that GM’s Motion for
Summary

Judgment

(Case

No.

2201,

[48])

should

be

GRANTED

and

Shottenkirk’s Motion for Summary Judgment (Case No. 2201, [51])

AO 72A
(Rev.8/82)

should be DENIED.
BACKGROUND
This case arises out of GM’s refusal to approve an Asset
Purchase Agreement between Shottenkirk and co-plaintiff Canton Motor
Sales, Inc. (“Canton”).

GM claims that the proposed Asset Purchase

Agreement conflicts with a prior Settlement Agreement with Canton
that it seeks to enforce.

Some background information is necessary.

In 2008, GM successfully sought financial assistance from the
United States government because of a severe liquidity crisis that
threatened its operations--and, consequently, its suppliers--and that
had potential ripple effects across the entire domestic automotive
industry.
2009).

In re Gen. Motors Corp., 407 B.R. 463, 476-77 (S.D.N.Y.

In connection with receipt of these federal funds, GM filed

for bankruptcy on June 1, 2009 in order to complete a Treasurysponsored sale of its assets under § 363 of the Bankruptcy Code (the
“Bankruptcy Sale”).

Id. at 479-80. As part of this Bankruptcy Sale,

the bankruptcy court permitted GM to restructure its dealer network
in order to make itself more competitive.

Id. at 475-76; (Notice of

Removal with Compl., Case No. 2201, [1] at Ex. 1, ¶ JJ).
this

restructuring,

GM

identified

Canton

as

an

Through

underperforming

dealership, but rather than immediately terminating it, offered
Canton a wind-down agreement.

(Hudgens Decl., attached to Def. GM’s

Mot. for Summ. J., Case No. 2201 (“Hudgens Decl.”), [48] at ¶ 6.)
2

AO 72A
(Rev.8/82)

Canton accepted the wind-down agreement and returned it to GM in June
of 2009.

((Filed Under Seal) Unredacted Compl., Case No. 1994, [11]

at Ex. 2.)
The bankruptcy court found GM’s wind-down agreements with its
dealers to be valid and enforceable contracts, but this turned out
not to be the last word on the subject. Instead, Congress intervened
on behalf of dealerships that were being “wound-down” by passing, in
late 2009, the Consolidated Appropriations Act.

(Notice of Removal

with Compl., Case No. 2201, [1] at Ex. 1, ¶ 31); Consolidated
Appropriations Act, 2010, Pub. L. No. 111-117, 123 Stat. 3034 (2009).
Pertinent to the pending litigation is § 747 of that legislation,
which granted to dealerships that had accepted wind-down agreements
the right, through binding arbitration, to seek reinstatement in GM’s
franchise network.
Canton

Id. at § 747(b) (“§ 747”).

initially

elected

to

arbitrate

its

claim

for

reinstatement, but prior to arbitration, GM and Canton entered into
an “Option Agreement to Resolve Pending Arbitration” (the “Settlement
Agreement”) on May 19, 2010.

((Filed Under Seal) Unredacted Compl.,

Case No. 1994, [11] at Ex. 3.)
Canton, but imposed

This Settlement Agreement reinstated

performance terms: that is, the contract was

expressly conditioned, among other things, on Canton achieving an
aggregate Retail Sales Index (“Sales Index”) score of 85 for the
period of January 1, 2011 to December 31, 2011. Under the Settlement
3

AO 72A
(Rev.8/82)

Agreement, a failure to do so constituted a breach of the Settlement
Agreement.

(Id. at ¶¶ 1(g), 12, 13.)

In the event of a breach, GM

reserved the option to purchase Canton’s customer lists, business
records, goodwill, and intangible assets for $134,986 (the “Option”).
(Id. at ¶ 15, Ex. C.)
GM and Canton operated under the Settlement Agreement for a
little over a year when, in August of 2011, Canton contemplated
selling its franchise.

(Weaver Decl., attached to Def. GM’s Reply

Br. to Pl. Shottenkirk’s Mot. for Summ. J., Case No. 2201 (“Weaver
Decl.”), [57] at ¶ 7.)
Eugene

Moore,

possibility

met

of

a

On August 26, 2011 Canton’s owners, Jack and

with

two

franchise

GM

representatives

transfer.1

to

(Canton’s

discuss
Statement

the
of

Additional Material Facts, Case No. 2201, [56] at ¶ 8; Weaver Decl.
[57] at ¶ 7.)
Canton found a potential transferee in Shottenkirk, one of the
parties in this litigation, and, in April 2012 the two entities
entered into a proposed Asset Purchase Agreement (the “Purchase
Agreement”).

Under the terms of this agreement, Shottenkirk agreed

to purchase Canton’s assets, goodwill, and all contracts, leases, and

1

Canton maintains that GM employees represented to it that GM
should or would approve a sale of Canton’s dealership--despite its
inadequate Sales Index scores--if a suitable purchaser was found.
(Pl. Canton’s Resp. to Def. GM’s Mot. for Summ. J., Case No. 2201,
[54] at 2-3, Moore Aff. at ¶¶ 9, 11-12, 18-19, 28.)
4

AO 72A
(Rev.8/82)

agreements for $3.2 million.

(Purchase Agreement, Case No. 2201,

[69] at ¶ 1.1.10; Moore Aff., attached to Pl. Canton’s Resp. Br. to
Def. GM’s Mot. For Summ. J., Case No. 2201 (“Moore Aff.”), [54] at ¶
20.)

Canton forwarded the Purchase Agreement to GM on April 12,

2012.2

(Canton’s Statement of Additional Material Facts, Case No.

2201, [56] at ¶ 19.)
On April 13, 2012 Jack Moore spoke with Jeff Moore-–a GM
employee, who was no relation-–who confirmed that GM received a copy
of the Purchase Agreement.

(Moore Aff. [54] at ¶ 22.)

On April 16,

2012, Jack Moore had a subsequent conversation with Valerie Weaver,
another GM employee, in which Weaver told Moore that she forwarded
the Purchase Agreement to David Herc, a GM representative in Detroit.
(Id. at ¶¶ 24-25.)

Anxious to complete the sale, Jack Moore spoke

with Herc on April 17, 2012.

(Id. at ¶ 26.)

Herc informed Moore

that he had forwarded the Purchase Agreement to “GM Legal” for
“review and approval” and that Moore should receive a response within
a week to ten days.

(Id. at ¶ 27.)

When Moore had not heard from GM for “several weeks,” he again

2

Canton claims that once it identified Shottenkirk as a
purchaser and entered into the Purchase Agreement with it, GM
employees commented that Shottenkirk’s qualifications as a buyer were
excellent and assured Canton that GM would or should approve the
proposed sale of its dealership to Shottenkirk. (Pl. Canton’s Resp.
to Def. GM’s Mot. for Summ. J., Case No. 2201, [54] at at 4-5, Moore
Aff. at ¶¶ 21-27.)
5

AO 72A
(Rev.8/82)

contacted the company.3

(Id. at ¶¶ 29-30.)

GM agreed to speak with

Canton, and the parties met on June 5, 2012.

At that time, GM

presented Canton with a letter informing Canton that, because it had
failed to meet its performance requirements, GM was exercising its
option to purchase all of Canton’s assets.
terminating Canton’s dealership.

In short, GM was

(Moore Aff. at ¶¶ 31-32; GM’s

Statement of Material Facts, attached to Def. GM’s Mot. For Summ. J.,
Case No. 2201, [48] at ¶ 31); ((Filed Under Seal) Unredacted Compl.,
Case No. 1994, [11] at Ex. 5.)
Three days after the meeting, on June 8, 2012, GM filed suit in
this Court against Shottenkirk and Canton seeking enforcement of the
Settlement Agreement and recovery for tortious interference with
contract and business opportunity.

(Compl., Case No. 1994, [1].)

Approximately ten days later, Shottenkirk filed a complaint against
GM and Canton in the Cherokee County, Georgia Superior Court to
enforce its Purchase Agreement with Canton.
Compl., Case No. 2201, [1].)

(Notice of Removal and

GM removed Shottenkirk’s suit on the

bases of diversity and federal question jurisdiction (id. at 5-12),
and the case was ultimately assigned to the undersigned.

3

(Order,

Although Moore claims that he had not heard from GM for
several weeks, GM hand-delivered a letter to Canton on May 29, 2012
in which it acknowledged receiving the Purchase Agreement and
restated its obligations under the Settlement Agreement. (Hudgens
Decl. [46] at Ex. 2.)
6

AO 72A
(Rev.8/82)

Case No. 2201, [4].)
Shottenkirk moved for remand to state court on the grounds of
lack of diversity and lack of a federal question:

a motion this

Court

plaintiff

denied

because

it

realigned

Canton

as

a

accordingly found diversity of citizenship to exist.
Opinion, Case No. 2201, [35] at 7-13.)

and

(Order &

Finally, after finding

significant overlap of parties, material facts, and legal issues,
this Court granted GM’s motion to consolidate the two lawsuits on
November 27, 2012.

(Id. at 14-16.)

Presently before the Court are two motions: (1) GM’s Motion for
Summary Judgment on Counts I-IV of its own Complaint, on Counts I-IV
of its Counterclaims and Crossclaims in Answer to Shottenkirk’s
Complaint, and on Counts I-IV of Shottenkirk’s Complaint and (2)
Shottenkirk’s Motion for Summary Judgment on all claims.
2201, [48]; Case No. 2201, [51].)

(Case No.

Reference to the count numbers of

a particular claim is, however, very confusing as there are three
complaints filed in two cases: two by GM in the case it filed,12-cv1994, and one by Shottenkirk in its case, 12-cv-2201.

In addition,

GM has filed counterclaims and crossclaims in its Answer in the No.
2201 action that mimic the claims it has made in its own amended
complaint in the No. 1994 action.
Accordingly, a reference to a claim by its count number almost
requires a flow chart.

To simplify matters, one can characterize
7

AO 72A
(Rev.8/82)

GM’s complaint as consisting of two basic claims: a claim against
Canton for breach of contract and a claim against Shottenkirk for
tortious interference with GM’s contractual and business relationship
with Canton.

GM has broken down its breach of contract claim into a

legal claim for a contractual breach by Canton and for a declaratory
judgment that GM is right in its contentions, as well as equitable
claims seeking specific performance and an injunction.

Shottenkirk

essentially seeks summary judgment in its favor as to all of GM’s
claims, including GM’s tortious interference claim directed only
against Shottenkirk.
Shottenkirk’s complaint contains no tortious interference claim,
but otherwise it is the flip-side of GM’s complaint.

That is, it

argues that a declaratory judgment affirming the correctness of its
positions (and the incorrectness of GM’s) should be issued and that
Canton should be permitted to consummate its sale of its dealership
to Shottenkirk.

GM does not seek a summary judgment as to its

tortious interference claims against Shottenkirk, but it does seek a
summary judgment against Shottenkirk as to all other claims made by
the latter.
DISCUSSION
I.

SUMMARY JUDGMENT STANDARD
Summary

judgment

is

appropriate

when

the

“pleadings,

depositions, answers to interrogatories, and admissions on file,
8

AO 72A
(Rev.8/82)

together with the affidavits, if any, show that there is no genuine
issue as to any material fact and that the moving party is entitled
to a judgment as a matter of law.”
materiality

is

determined

by

FED. R. CIV. P. 56(c).

the

controlling

A fact’s

substantive

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

law.

An issue

is genuine when the evidence is such that a reasonable jury could
return a verdict for the nonmovant.

Id. at 249-50.

Summary judgment is not properly viewed as a device that the
trial court may, in its discretion, implement in lieu of a trial on
the merits. Instead, Rule 56 of the Federal Rules of Civil Procedure
mandates the entry of summary judgment against a party who fails to
make a showing sufficient to establish the existence of every element
essential to that party’s case on which that party will bear the
burden of proof at trial.
322 (1986).

Celotex Corp. v. Catrett, 477 U.S. 317,

In such a situation, there can be no genuine issue as to

any material fact, as a complete failure of proof concerning an
essential

element

of

the

non[-]moving

renders all other facts immaterial.

party’s

case

necessarily

Id. at 322-23 (quoting FED. R.

CIV. P. 56(c)).
The movant bears the initial responsibility of asserting the
basis for his motion.

Id. at 323.

However, the movant is not

required to negate his opponent’s claim.

The movant may discharge

his burden by merely “‘showing’--that is, pointing out to the
9

AO 72A
(Rev.8/82)

district court--that there is an absence of evidence to support the
non-moving party’s case.”

Id. at 325.

After the movant has carried

his burden, the non-moving party is then required to “go beyond the
pleading” and present competent evidence designating “specific facts
showing that there is a genuine issue for trial.”

Id. at 324.

While

the court is to view all evidence and factual inferences in a light
most favorable to the non-moving party, Samples v. City of Atlanta,
846 F.2d 1328, 1330 (11th Cir. 1988), “the mere existence of some
alleged factual dispute between the parties will not defeat an
otherwise

properly

supported

motion

for

summary

judgment;

the

requirement is that there be no genuine issue of material fact.”
Anderson v. Liberty Lobby, Inc., 477 U.S. at 247-48 (1986).
II.

WHETHER THE GM-CANTON SETTLEMENT AGREEMENT IS ENFORCEABLE
A.

Parties’ Positions

The dispositive question in this case is whether the Settlement
Agreement between GM and Canton is enforceable.

If it is, its terms

vindicate GM’s refusal to accede to the Purchase Agreement between
Canton and Shottenkirk.

That is, the Settlement Agreement clearly

provides that, should Canton not meet its performance goals within
the designated period of time, GM would be empowered both to reject
any request by Canton to transfer its dealership to another entity
and to exercise its own option to purchase Canton’s assets.

As

Canton does not dispute its failure to meet these performance
10

AO 72A
(Rev.8/82)

requirements, the Settlement Agreement permitted GM to do exactly
what it did here: decline Canton’s request to transfer the dealership
to

a

potential

purchaser

(Shottenkirk)

and

thereby

necessarily

preclude Shottenkirk from enforcing its Purchase Agreement with
Canton.
Not surprisingly, GM makes this very argument.

The wrinkle in

the case is the existence of the Georgia Motor Vehicle Franchise
Practices Act (“Georgia statute”), O.C.G.A. § 10-1-620 et seq.

That

statute governs certain aspects of the relationship between an
automobile dealership (here, Canton) and its national franchisor
(here, GM).

Shottenkirk4 argues that while GM’s conduct may have

4

In its response to GM’s motion for summary judgment, Canton
has done little more than adopt Shottenkirk’s response and ask for
more time for discovery. (See Canton’s Resp. to Def. GM’s Mot. for
Summ. J., Case No. 2201, [54] at 5-8.) As to the latter, Canton has
offered no hint of what discovery it seeks to pursue. Indeed, GM
notes that Canton had made no effort to pursue discovery.
See
Ashmore v. Sec’y, Dep’t of Transp., 503 Fed. App’x 683, 686 (11th
Cir. 2013)(affirming denial of Rule 56(d) motion to defer summary
judgment ruling pending discovery, where party failed to conduct
discovery before filing motion to extend deadline); NCI Grp., Inc. v.
Cannon Servs., Inc., Civil Action No. 1:09-CV-0441-RWS, 2011 WL
5599127, at *7-8 (N.D. Ga. Nov. 16, 2011)(Story, J.)(denying Rule
56(d) motion because party failed to identify facts that it sought to
discover).
Further, Canton’s request contradicts its own acquiescence to
the parties’ joint motion to stay discovery, which states that the
parties agree there are questions of law that may dispose of the
claims, that the parties have already engaged in “substantial written
discovery” and have agreed to complete any outstanding requests, and
that a stay of discovery is in the best interests of the parties.
(Case No. 2201, [59] at ¶¶ 3-5.) The Court agrees that, as to GM’s
11

AO 72A
(Rev.8/82)

complied with the terms of the Settlement Agreement between GM and
Canton, this conduct ran afoul of the Georgia statute that governs,
both substantively and procedurally, a franchisor’s right to refuse
a dealer’s request to transfer his dealership to another entity:
O.C.G.A. § 10-1-653 (1999).5
Section 10-1-653 provides in pertinent part:
If a...dealer desires to make a change in...ownership or to
sell its principal assets, [it] will give the franchisor
prior written notice of the proposed change or sale. The
franchisor shall not arbitrarily refuse to agree to such
proposed change or sale...unless the franchisor can prove
that its decision is not arbitrary and that the
new...owner...is unfit or unqualified to be a dealer based
on the franchisor’s prior written, reasonable, objective,
and uniformly applied...standards....Where the franchisor
rejects a proposed change or sale, the franchisor shall
give written notice of his reasons to the [dealer] within
60 days. If no such notice is give to the [dealer], the
change or sale shall be deemed approved.
(emphasis added).
statute,

a

In

franchisor

other
is

words,

prohibited

to
from

comply

with

rejecting

the above
a

dealer’s

breach of contract claim against Canton, there is no reason to delay
a ruling for unspecified discovery that Canton might take.
5

Actually, Shottenkirk’s argument is much less straightforward
than the above description. That is, as GM notes, Shottenkirk never
disputes GM’s assertion that the Settlement Agreement is enforceable
against Canton.
Instead, Shottenkirk argues that it is a party
protected by the statute, that it is not subject to the Settlement
Agreement, and that GM’s actions violated the Georgia statute and
injured Shottenkirk.
It is a confusing argument, but before
addressing it, the Court will first examine whether the Settlement
Agreement between GM and Canton--and GM’s acts in compliance with
that contract--contravenes the Georgia Motor Vehicle Franchise
Practices Act.
12

AO 72A
(Rev.8/82)

proposal to sell unless the franchisor can demonstrate both that its
decision is not arbitrary and that the potential purchaser is
unqualified.

Thus, should § 653, alone, govern here, then GM would

lose because the proposed new owner, Shottenkirk, was eminently
qualified to take over the dealership.

Specifically, Shottenkirk,

which had agreed to pay Canton $3.2 million for the transfer, is
owned by an experienced automotive dealer, Greg Shottenkirk, who has
twenty years experience in the field, presently owns and operates
four other GM dealerships across the county, and has a “strong
financial position and continued track record of success.”

(Pl.

Shottenkirk’s Mem. Support Mot. Summ. J., Case No. 2201, [51-1] at 2
n.1.)

Indeed, GM does not dispute that Shottenkirk is qualified to

be a dealer.
But

the

question

whether

the

Georgia

statute

trumps

the

Settlement Agreement gives rise to a more fundamental question: what
law controls here?
B.

To that question, the Court next turns.

Choice of Law Question
1.

Potential Sources of Legal Authority

The parties engage in little, if any, discussion of choice of
law principles or how the latter might impact the resolution of this
case.

Nonetheless, there are three sources of law that could

potentially affect resolution of the issues in this case: (1)
Michigan law, as the Settlement Agreement provides that it should be
13

AO 72A
(Rev.8/82)

controlled by Michigan law; (2) federal law, given the fact that the
original wind-down agreement signed by Canton was done as part of
GM’s restructuring in its bankruptcy proceeding; and (3) Georgia law,
as this action was filed in Georgia and as Shottenkirk and Canton
rely on a Georgia statute in their efforts to defeat enforcement of
the Settlement Agreement.
As to the first potential source of legal authority, the
Settlement Agreement provides that: “This Agreement shall be governed
by, and construed in accordance with, the laws of the state of
Michigan.”

(Option

Agreement

to

Resolve

Pending

Arbitration

(“Settlement Agreement”), Case No. 2201, [69] Ex. 3 at ¶ 23.)
contends

GM

that Michigan law applies here, while Shottenkirk contends

that it does not.

(Compare GM’s Mot. for Summ. J., Case No. 2201,

[48] at 18 (Michigan law applies) with Shottenkirk’s Resp., Case No.
2201,

[49]

at

7

and

n.4

(Michigan

law

does

not

apply).)

Notwithstanding this assertion, GM barely mentions Michigan law in
the several pleadings it has filed.

Indeed, as it never indicates

what Michigan law would say about this specific issue or how it would
differ from Georgia law, GM’s observation that Michigan law controls
is not very helpful.
Second, and alternatively, GM argues that federal law controls
here and preempts any contrary state statute; Shottenkirk disagrees.
The federal law that GM is referencing is the order by the Southern
14

AO 72A
(Rev.8/82)

District

of

proceeding,

New

York

permitting

Bankruptcy

Court

in

wind-down

agreements

the
with

GM

bankruptcy

dealerships,

notwithstanding the fact that these agreements might be inconsistent
with state statutes that effectively prohibit the terms under which
wind-downs would be occurring.

GM states that this “federal law”

preempts contrary state law.
Third, Shottenkirk argues that Georgia law–-and, in particular,
the Georgia Motor Vehicle Franchise Practices Act, O.C.G.A. § 653–controls.

As set out above, § 653 would require GM, a franchisor, to

permit Canton, a dealer, to sell its dealership unless GM could prove
that the potential purchaser was not qualified to be a dealer, which
GM cannot do in this case.
2.

Whether Federal Law Preempts Georgia Law Here

GM assumes, without explanation or discussion, that federal law
preempts any contrary Georgia law. Without expending too much of the
undersigned’s own time fleshing out an argument that counsel should
have explained, some basic understanding of preemption principles is
necessary.

As a general matter, federal law can preempt state law

under three circumstances: (1) when Congress expressly states that it
is doing so; (2) when Congress has preempted the “field” at issue by
so comprehensively legislating in the area that it has left no room
for supplementary state regulations; and (3) when there is a conflict
between state and federal regulations such that compliance with both
15

AO 72A
(Rev.8/82)

is a physical impossibility and/or state law stands as an obstacle to
the accomplishment of the full objectives of Congress.

Arizona v.

United States, 567 U.S.–--, 132 S. Ct. 2492, 2500-01 (2012); Kurns v.
R.R. Friction Prods. Corp., 565 U.S.–--, 132 S. Ct. 1261, 1265-66
(2012).
GM appears to be relying on only the third basis for federal
preemption: a conflict between federal and state law. Yet, GM does
not identify with which federal law § 653 of the Georgia statute
conflicts.

Presumably, GM is arguing that the Bankruptcy Court’s

order permitting GM to enter into wind-down agreements with its
dealers

supercedes

agreements.

any

state

laws

Indeed, GM cites to the

that

might

not

permit

such

order of the GM Bankruptcy

Court, which stated that federal bankruptcy law permitted a debtor in
reorganization, such as GM, to shed undesirable contracts with
dealers, notwithstanding contrary state law that would forbid this
action.

The Bankruptcy Court noted that its authority to order such

relief for a debtor derived from the Supremacy Clause and the
Bankruptcy Clause of the Constitution, and thereby preempted contrary
state law.

See In re Gen. Motors Corp., 407 B.R. at 515-516.

The Court will assume that the Bankruptcy Court’s reasoning is
correct, but even were it not, it would not matter because the winddown agreement between GM and Canton is not at issue here.

Events

overtook the relevance of that agreement when Congress enacted a
16

AO 72A
(Rev.8/82)

statute permitting a dealer to arbitrate a decision by GM to wind
down the dealership.

Canton took advantage of that opportunity, and

its settlement agreement with GM represents the parties’ decision on
that matter. Accordingly, GM has not explained why federal law would
control, nor identified what that federal law is.
3.
As

noted,

Whether Georgia Law or Michigan Law Controls Here
the

Settlement

Agreement

between

GM

and

Canton

provides that Michigan law governs the agreement, but Shottenkirk6

6

GM argues that Canton has not opposed its motion for summary
judgment and, accordingly, that summary judgment should be granted
against it as being unopposed, pursuant to Local Rule 7.1(B). In
fact, Canton filed a response in which it adopted Shottenkirk’s
response in opposition to GM’s motion for summary judgment. (See Pl.
Canton’s Resp. to Def. GM’s Mot. for Summ. J., Case No. 2201, [54] at
5-8.) In addition, Canton also argued that GM cannot rely on the
Settlement Agreement because of the latter’s unclean hands, fraud,
and deceitful conduct. (Id. at 6.)
It is true that Canton does not provide its own defense as to
GM’s contractual argument in support of enforcement of the Settlement
Agreement and that its reliance on Shottenkirk’s contentions in that
regard is incomplete, as part of Shottenkirk’s argument is that even
if the Settlement Agreement is enforceable against GM, it is not
enforceable against Shottenkirk.
Local Rule 7.1(B) states that
“[f]ailure to file a response [opposing a motion] shall indicate that
there is no opposition to the motion.” LR 7.1(B), NDGa. Canton did
file a response here, however.
Moreover, summary judgment cannot be granted simply by default,
but must be granted based upon the merits of the motion. U.S. v. One
Piece of Real Prop. Located at 5800 SW 74th Ave., Miami, Fla., 363
F.3d 1099, 1101 (11th Cir. 2004). Thus, the granting of a motion
because it is unopposed is not automatic merely because the defendant
failed to file a response; rather, it “lies within the discretion of
the district judge” after review of the evidentiary materials.
Magluta v. Samples, 162 F.3d 662, 664-65 (11th Cir. 1998); Sherk v.
17

AO 72A
(Rev.8/82)

nonetheless

argues

that

Georgia

law

should

apply.

Albeit

consideration of that contention requires a determination of the
effect of the agreement’s choice of law provision, the parties do not
formally discuss choice of law principles in their briefing.

Again,

the Court will briefly endeavor to do so itself.
Because this Court’s power to handle this case arises out of its
diversity jurisdiction, it must apply Georgia’s conflict of laws
rules in deciding which state’s law controls.

Klaxon Co. v. Stentor

Elec. Mfg. Co., 313 U.S. 487 (1941); U.S. Fid. & Guar. Co. v. Liberty
Surplus Ins. Corp., 550 F.3d 1031, 1033 (11th Cir. 2008).

For

contract claims, Georgia applies the “lex loci contractus rule, which
provides that when a contract is made and to be performed in one
state, its validity, nature, construction, and interpretation are
governed by the substantive law of that state.”

Farm Credit of Nw.

Florida, ACA v. Easom Peanut Co., 312 Ga. App. 374, 381 (2011).
There is no need to determine here, however, in which state the
Settlement Agreement between GM and Canton was to be performed–whether that be Georgia or Michigan–-because the settlement agreement
specifies
contract.

that

Michigan

law

will

govern

interpretation

of

the

And, with two exceptions, Georgia law recognizes the

Adesa Atlanta, LLC, 432 F. Supp. 2d 1358, 1374 (N.D. Ga. 2006)(Camp,
J.).
18

AO 72A
(Rev.8/82)

parties’ right to stipulate that the laws of another jurisdiction
will govern the transaction.

Rayle Tech, Inc. v. DeKalb Swine

Breeders, Inc., 133 F.3d 1405, 1409 (11th Cir. 1998).

As to those

two exceptions, Georgia law will not follow the law of the state
stipulated to by the parties (1) if that state has no substantial
relationship to the parties or the transaction at issue or (2) if
that state’s law is contrary to Georgia public policy.

Id; CS-

Lakeview at Gwinnett, Inc. v. Simon Prop. Grp., Inc., 283 Ga. App.
686, 688 (2007)(“Absent a contrary public policy, this court will
normally enforce a contractual choice of law clause.”).
Clearly, the stipulated state, Michigan, has a substantial
relationship to the parties and the transaction at issue, so Michigan
law will apply unless it contravenes Georgia public policy.

Of

course, it is very difficult to say whether Michigan law would
violate Georgia public policy because, as noted, GM never states what
the Michigan law in question is.

Presumably, it would allow for

enforcement of the Settlement Agreement, as Shottenkirk opposes use
of that law and as GM favors it.

Stated another way, Shottenkirk

appears

Settlement

to

recognize

that

the

Agreement

will

be

enforceable (1) unless it violates Georgia law, as embodied in the
Georgia

Motor

Vehicle

Franchise

Practices

Act

and

(2)

unless

enforcement of a contract that violates this statute would violate
Georgia public policy.
19

AO 72A
(Rev.8/82)

Because the Court concludes that the Settlement Agreement does
not violate the Georgia Motor Vehicle Franchise Practices Act, it
does not have to reach the question whether enforcement of a contract
that violates this statute would contravene Georgia public policy.
C.

The Settlement Agreement Does Not Violate The Georgia Motor
Vehicle Franchise Practices Act

Shottenkirk focuses exclusively on only one section of the
Georgia statute: O.C.G.A. § 10-1-653.

As explained above, that

section requires a franchisor to agree to a dealer’s request to
transfer ownership of a dealership to another entity, unless the
franchisor can prove that the new owner would not be qualified or fit
to run a dealership.

Supra, at 11-13.

Were this the only relevant

part of the statute, it would be clear that GM has violated the
Georgia law.

But there is another section of the statute, largely

ignored by Shottenkirk, that is not only pertinent, but dispositive.
Section 10-1-627 provides that a franchisor cannot nullify any
of the provisions of the Act by a written agreement, but goes on to
note that this section does not prohibit a dealer from voluntarily
entering into a valid release agreement “to resolve a specific claim,
dispute, or action” between the franchisor and dealer.7

7

The same or

§ 10-1-627 provides:

No franchisor, nor any agent nor employee of a franchisor,
shall use a written instrument, agreement, or waiver to
attempt to nullify any of the provisions of this article
20

AO 72A
(Rev.8/82)

similar release language also appears in § 10-1-623(d)(permitting a
party injured by a violation of the Act to sue, but permitting a
release agreement to resolve a specific claim, dispute, or action
between

the

franchisor

and

the

dealer)

and

§

10-1-662(a)(6)

(describing, as an unlawful act by a franchisor, the latter’s
requirement that a dealer prospectively release the franchisor from
any liability for violation of the Act, but permitting a dealer to
enter into a valid release agreement with the franchisor).
In short, the Georgia statute upon which Shottenkirk’s claims
are founded permits a dealer to voluntarily enter into a release
agreement to settle a dispute with the franchisor.

Under Georgia

law, a “release or settlement agreement is a contract subject to
construction by the court.”

Kobatake v. E.I. DuPont De Nemours &

Co., 162 F.3d 619, 624 (11th Cir. 1998)(quoting Darby v. Mathis, 212
Ga. App. 444, 444 (1994)).

When reviewing contracts, the Court’s

first duty is to determine whether the contractual language is clear

and any such agreement, written instrument, or waiver shall
be null and void. This code section shall not prevent a
dealer from voluntarily entering into a valid release
agreement to resolve a specific claim, dispute, or action
between the franchisor and the dealer or when separate and
adequate consideration is offered and accepted, provided
that the renewal of a franchise shall not by itself
constitute separate and adequate consideration.
O.C.G.A § 10-1-627 (2010)(emphasis added).
21

AO 72A
(Rev.8/82)

and unambiguous.

Gen. Steel, Inc. v. Delta Bldg. Sys., Inc., 297 Ga.

App. 136, 138 (2009)(describing the construction of contracts).

A

contract is ambiguous where the language leaves the intent of the
parties “uncertain, unclear, or [] open to various interpretations.”
Id. at 138.

A contract is unambiguous where there is only one

reasonable interpretation when affording the contract’s words their
plain and ordinary meaning.

Id.

If the contract is plain and

unambiguous, no construction is required and the court “simply
enforces the contract according to its clear terms.”

Id. at 138.

Further, in Georgia, it is “well settled that [the] law favors
compromises, and an agreement to settle a pending lawsuit should be
enforced according to its terms.”

McClain v. George, 267 Ga. App.

851, 854 (2004)(citing Smith v. Haverty Furniture Co., 173 Ga. App.
447,

448

(1985)).

Indeed,

“when

parties

have

entered

into

a

definite, certain, and unambiguous agreement to settle, it should be
enforced”.

Clough Mktg. Servs., Inc. v. Main Line Corp., 313 Fed.

App’x 208, 211 (11th Cir. 2008)(quoting Ruskin v. AAF-McQuay, Inc.,
284 Ga. App. 49, 51-52 (2007)).
The Settlement Agreement at issue here is clear and unambiguous,
and served to resolve an ongoing dispute between the parties.

The

parties agreed that it-–along with the wind-down agreement and the
subsequent amendment to the wind-down agreement--represented their
complete understanding.

((Filed Under Seal) Unredacted Compl., Case
22

AO 72A
(Rev.8/82)

No. 1994, [11] at Ex. 3, ¶ 25.)

The Settlement Agreement states that

the parties executed it in order to settle the pending § 747
arbitration and as a release of all claims.

It further outlines,

with specificity, the rights and remedies of the parties.
e.g., id. at ¶¶ A, 1(g), 5-6, 12-15, 17-18.)

(See,

In this release, Canton

affirms that it had reviewed the contract with its legal advisors and
that it signed the document voluntarily and without mental, physical,
or economic distress.

(Id. at ¶ 21.)

As such, this Court finds that

the Settlement Agreement is clearly and unambiguously a release for
purposes of the Georgia statute, and it is due to be enforced
according to its clear terms.
Notwithstanding the clear applicability of the above contract
law

principles

Agreement,

here

to

Shottenkirk

require

argues

unenforceable in this case.

enforcement

that

the

of

the

Settlement

Settlement

Agreement

is

Shottenkirk contends that, to be valid

under the statute, a release must settle a dispute arising under the
Act.
a

Instead, Shottenkirk argues, the Settlement Agreement settled

dispute

arising

in

connection

with

the

§

747

arbitration

proceeding. (Pl. Shottenkirk’s Resp. Br. to Def. GM’s Mot. for Summ.
J., Case No. 2201, [49] at 8.)
This argument is unpersuasive. Nothing in the Motor Vehicle
Franchise Protection Act indicates that a release agreement must
settle a dispute under that Act.

The Act permits release agreements
23

AO 72A
(Rev.8/82)

“to

resolve

a

specific

claim,

dispute,

or

action

between

the

franchisor and the dealer”; it does not qualify this language by
requiring disputes to arise under the Act.
1-627.

See, e.g., O.C.G.A. § 10-

Where a statute’s text is plain and unambiguous, the Court

“must apply the statute according to its terms.”

Carcieri v.

Salazar, 555 U.S. 379, 387 (2009).
Here, there was obviously a dispute between the parties.

After

issuance of the Bankruptcy Court Order permitting GM to terminate
dealerships that it deemed to be unproductive, GM had notified Canton
that it would be one of those terminated dealerships.

Thereafter,

Canton had signed a wind-down agreement with GM that would have
required

it

to

shutter

its

operations

relatively short period of time.
with

some

potential

relief:

within

a

specified

and

Congress then came to the rescue

the

opportunity

for

a

terminated

dealership to arbitrate GM”s decision according to factors set out in
the legislation.
Canton took advantage of this opportunity to arbitrate and filed
a claim. Prior to resolution of this claim, Canton agreed to dismiss
the arbitration claim in return for the concessions offered to it by
GM in the Settlement Agreement: specifically, Canton would be given
a specified period of time to meet certain performance goals.

If it

did not meet those goals, however, GM would have the right to
terminate Canton as a dealer and to purchase its assets for an
24

AO 72A
(Rev.8/82)

agreed-upon price.
Clearly the two parties had a dispute and Canton had filed a
claim

before

the

arbitration

panel.

The

Settlement

Agreement

resolved this dispute by giving Canton something it wanted:

more

time to perform in a manner that would allow its franchise to
continue operations.
and

obtained

even

Perhaps, Canton could have won its arbitration
more

favorable

terms

than

provided

in

the

Settlement Agreement, but it obviously doubted the likelihood of that
result,

else

it

would

not

have

settled.8

And

an

unsuccessful

arbitration would have meant that it would not be given a second
chance.

In short, the agreement between Canton and GM was obviously

a release of a claim or dispute, as described by § 627.

See

generally Edwards v. Kia Motors of Am., Inc., 554 F.3d 943, 945-949
(11th Cir. 2009)(upholding release agreement after Alabama Supreme
Court held that voluntary releases are excepted from franchise act);
Edwards v. Kia Motors of Am., Inc., 486 F.3d 1229, 1234-35 (11th Cir.
2007)(distinguishing franchise laws that except releases from those
that do not); Sportique Motors, Ltd. v. Jaguar Cars, Inc., 195 F.
Supp. 2d 390, 395-98 (E.D.N.Y. 2002)(upholding release agreement as
voluntary, not required) aff’d, 55 Fed. App’x 580 (2d Cir. 2003);

8

The timing of these events appears unfortunate for Canton.
Had Shottenkirk come along prior to the settlement of the
arbitration, its willingness to purchase the property might have made
an arbitration a more appealing prospect for Canton.
25

AO 72A
(Rev.8/82)

Hyman v. Ford Motor Co., 142 F. Supp. 2d 735, 746 (D.S.C. 2001)
(upholding release as voluntary, not required).
Nor does the subsequent language in § 627 change the analysis.
To wit, additional language in the same sentence as that quoted above
provides that a release is also permissible when “separate and
adequate consideration is offered and accepted, provided that the
renewal of a franchise shall not by itself constitute separate and
adequate consideration.”

See

O.C.G.A. § 10-1-627.

The Court

concludes that the Settlement Agreement also satisfied this prong of
the section.

That is, in addition to settling its § 747 arbitration

dispute with GM, the Settlement Agreement also provided that GM would
award Canton a $10,000 credit to its account. The latter constitutes
consideration separate from renewal of the franchise.

((Filed Under

Seal) Unredacted Compl., Case No. 1994, [11] at ¶¶ 2, 5.)
Yet, even if the Settlement Agreement only constituted a release
under the first prong of the section–-that is, a resolution of a
pending claim or dispute--the failure to satisfy this second prong
concerning “separate and adequate consideration” does not change the
conclusion that the Settlement Agreement constituted a valid release
under § 627.

Under a plain reading of the statute, a release

agreement signed by a dealer is valid when either (1) it resolves a
dispute or claim or (2) when consideration separate from renewal of
the franchise supports it.

In short, even if Shottenkirk were right
26

AO 72A
(Rev.8/82)

in arguing that Georgia law applies here, Georgia law requires
enforcement of the settlement agreement, at least insofar as the
Georgia motor vehicle statute is concerned.
Nor

is

much

discussion

necessary

to

resolve

Shottenkirk’s

argument that, even if Canton settled away its rights under the
Georgia motor vehicle statute, Shottenkirk is not subject to that
settlement agreement because Shottenkirk never signed it.

Not being

bound by the Settlement Agreement, Shottenkirk further argues,

and

being a “person” who has been injured by GM’s violation of the
statute9 (through GM’s refusal to allow a transfer to a qualified
dealer,

such

as

Shottenkirk),

Shottenkirk

claims

that

it

may

therefore prevail on its claim of a violation of § 653.
The

Court

disagrees.

purchasing the dealership,

As

Shottenkirk,

and

its

interest

in

were not at issue during the arbitration

proceeding concerning GM’s intention to wind down Canton, it was
understandably not referenced in the release agreement between GM and
Canton resolving that pending arbitration. For that reason, it would
have been impossible for Shottenkirk to sign onto that release.

Nor

could Shottenkirk have prevented Canton from signing the release, as

9

See O.C.G.A. § 10-1-623(a)(“[A]ny person who is or may be
injured by a violation of a provision of this article relating to
that franchise . . . may bring an action in any court of competent
jurisdiction for damages and equitable relief including injunctive
relief.”)(emphasis added).
27

AO 72A
(Rev.8/82)

Shottenkirk was not a party to the arbitration proceeding.
it

appears

that,

at

the

time

of

the

arbitration

Indeed,

proceeding,

Shottenkirk was not even in talks with Canton to purchase the
latter’s dealership.
More fundamentally, Canton could only sell that which it owned.
And if it were subject to a prior agreement giving GM the option to
purchase its assets should Canton not meet specified performance
goals, then there was no available asset for that buyer, Shottenkirk,
to

purchase

requirements.

once

Canton

had

failed

to

meet

those

performance

Cf. Viola E. Buford Family Ltd. P’ship v. Britt, 283

Ga. App. 676, 677 (2007)(declining to grant specific performance of
land sale contract because sellers did not have authorization to
convey the property);

Chastain v. Schomburg, 258 Ga. 218, 218

(1988)(stating that specific performance is only available to the
extent that the seller has an interest in the property); and Jolles
v. Holiday Builders, Inc., 222 Ga. 358, 360 (1966)(“A court of equity
can not (sic) decree the specific performance of a contract wherein
the purported vendor agrees to sell land which belongs to another.”).
D.

Canton And Shottenkirk’s Equitable Defenses

Both Canton and Shottenkirk argue that, for equitable reasons,
GM should not be allowed to enforce the Settlement Agreement.

For

the most part, they argue that some of GM’s employees had, during
their negotiation process on the purchase agreement, given the
28

AO 72A
(Rev.8/82)

impression that GM would likely permit Shottenkirk to purchase the
dealership.

This

argument

is

unpersuasive,

however,

as

the

Settlement Agreement makes it clear that Canton could not rely on any
non-written representations by GM and that GM was under no obligation
to review or approve proposed transfers.10

See S. Bus. Machs. of

Savannah, Inc. v. Nw. Fin. Leasing, Inc., 194 Ga. App. 253, 256
(1990)(finding performance of actions permitted under contract not to
be a breach of the duty of good faith). Indeed, in addition to that
agreement,

the owner of Canton, when meeting with GM employees on

August 26, 2011 to discuss transferring the franchise, signed a
letter stating that he could not rely upon any oral representations
made by GM.
In

(Weaver Decl. [57] at Ex. A.)

short,

Canton

and

Shottenkirk’s

equitable

defenses

are

unpersuasive.
E.

The Impact of Michigan
Settlement Agreement

Perhaps

it

is

not

necessary

Law

to

On

Interpretation

discuss

Michigan

of

the

law,

as

Shottenkirk has implicitly conceded that if it does not prevail under
Georgia

law,

it

likewise

cannot

10

prevail

under

Michigan

law.

The Settlement Agreement states that “GM shall not be
required to accept, review or approve any proposed transfer . . . of
the dealership business or its principal assets to any Person” and
that “[n]o individual will be authorized to orally waive, modify,
amend, or expand this Agreement.” (Unredacted Compl., Case No. 1994,
[11] at Ex. 3, ¶¶ 6, 25.)
29

AO 72A
(Rev.8/82)

Moreover, GM, the party purportedly relying on Michigan law, never
even bothers to identify for the Court what that law might be.

Yet,

as the Settlement Agreement specifies that Michigan law should govern
interpretation of the agreement, it would seem that some attention
should be paid to that law.

For this reason, the Court has again

expended its own time to briefly examine Michigan law for the purpose
of determining
construction
Agreement.

whether the latter’s general principles of contract

might

arguably

bar

enforcement

of

the

Settlement

That review indicates that it would not.

First, general principles of contract construction appear to be
the same in both Michigan and Georgia, including the law regarding
the validity of settlement agreements.

Compare O.C.G.A. § 13-3-1

(1933) and Mountain Aire Realty, Inc. v. Birdie White Enters., Inc.,
265 Ga. App. 366, 368 (2004)(describing the procedure for contract
interpretation) with Hergenreder v. Bickford Senior Living Grp., LLC,
656 F.3d 411, 417 (6th Cir. 2011)(describing the general principles
for contract in Michigan) and In re Smith Trust v. Homer, 480 Mich.
19, 24 (2008)(describing the principles of contract interpretation
under Michigan law); see Ruskin, 284 Ga. App. at 51-52 (discussing
the

enforceability

of

settlement

agreements)

and

Stefanac

v.

Cranbrook Educ. Cmty., 435 Mich. 155, 163-64 (1990)(“It is a wellsettled principle of Michigan law that settlement agreements are
binding until rescinded for cause.”).
30

AO 72A
(Rev.8/82)

As to Michigan’s own motor vehicle franchise statute, the Court
has given it a cursory review.

That review indicates that this

statute explicitly provides that it has no application to dealers who
are located outside the State of Michigan.
445.1582 (1981).

MICH. COMP. LAWS ANN. §

And even if Michigan’s motor vehicle franchise law

did apply to the present dispute, it only prohibits motor vehicle
manufacturers

from

requiring

dealers

to

assent

to

prospective

releases; the limitation does not apply to releases that settle
active disputes, as did the Settlement Agreement here. See MICH. COMP.
LAWS ANN. § 445.1573(h)(2010).
At any rate, to the extent that a specific Michigan statute
might preclude enforcement of the Settlement Agreement, the Court
would have been receptive to such an argument.
Canton

have

utterly

failed

to

develop

that

Yet, Shottenkirk and
argument

in

their

briefing.11

11

In an isolated reference, Shottenkirk does assert that even
if Michigan law applied, it would support Shottenkirk’s position in
this case that the Georgia motor vehicle statute at issue applied.
(See Resp., Case No. 2201, [49] at 7 n.4 (citing Chrysler Group LLC
v. South Holland Dodge, Inc., 862 F. Supp. 2d 661, 666 (E.D. Mich.
2012)). In that case, plaintiff dealerships had succeeded in § 747
arbitration to the extent that the arbitrator directed the
manufacturer to issue a letter of intent to offer them a franchise.
Yet, following the arbitration, the manufacturer refused to violate
the applicable Michigan dealership franchise law that protected the
rights of competing dealers when awarding franchises in their area.
The district court concluded that the § 747 arbitration did not
preempt the Michigan motor vehicle franchise law and ruled against
the plaintiff dealers and for the manufacturer.
31

AO 72A
(Rev.8/82)

In short, the Settlement Agreement between GM and Canton is
enforceable.

That agreement gives GM the right to reject Canton’s

request to transfer its dealership to another.

It has rejected that

proposal and, accordingly, Shottenkirk may not require GM to allow
Canton to sell its dealership to Shottenkirk.12 Thus, GM’s motion for
summary judgment [48] as to its claims asserting a breach of contract
by Canton and requesting equitable relief to require Canton to comply
with the Settlement Agreement is GRANTED.

For the same reason,

Shottenkirk’s Motion for Summary Judgment [51] in its favor as to
these same claims, including its Georgia state law claims, is
DENIED.13

Other than the above case citation, neither Shottenkirk nor
Canton have identified what part of the Michigan motor vehicle
statute was violated by GM’s conduct. Without some citation to a
particular law and an explanation of how that law would negate the
Settlement Agreement that Canton entered into with GM, Shottenkirk
cannot get very far with an argument that Michigan law would not
recognize the release agreement.
12

That said, the Court suspects that, as Shottenkirk and Canton
argue, this is an unfortunate result for the Canton community, where
the Canton dealership had been in business for sixty-seven years.
Further, that Shottenkirk, a successful GM dealer, was willing to
spend over three million dollars to purchase the dealership and give
it a go, confirms that there is a decent possibility that the
dealership could succeed under new ownership. Nevertheless, under
the Settlement Agreement, GM was entitled to reject any effort by
Canton to sell the dealership, even if that decision may appear to be
arbitrary.
13

As part of its complaint, GM has asked for an injunction
directing Canton to comply with the contract. After consultation
with Canton, GM may submit a proposed injunction to the Court.
32

AO 72A
(Rev.8/82)

III.

GM’S TORTIOUS INTERFERENCE CLAIMS
GM has also filed claims against Shottenkirk alleging that the

latter tortiously interfered with GM’s contractual and business
relationship with Canton.
to those claims.

Shottenkirk asks for summary judgment as

Shottenkirk has made it part of its defense to this

counterclaim that it was unaware of the Settlement Agreement when it
entered into the Asset Purchase Agreement with Canton.
discovery to determine whether the latter is accurate.

GM seeks
(Def. GM’s

Resp. to Pl. Shottenkirk’s Mot. for Summ. J., Case No. 2201, [61] at
21 n.6.)
To the extent that this potential factual dispute may affect a
determination on this claim, the Court DENIES without prejudice
Shottenkirk’s motion for summary judgment on these claims.
citing

only

general

boilerplate

principles,

neither

Further,

party

has

adequately briefed the law as to tortious interference or explained
how that law should apply in this unusual factual scenario.

Any

future motion for summary judgment, or response, should do so.
CONCLUSION
For the foregoing reasons, the Court GRANTS GM’s Motion for
Summary Judgment [48] and DENIES Shottenkirk’s Motion for Summary
Judgment [51].

The parties shall present a proposed discovery

schedule as to GM’s remaining claims against Shottenkirk for tortious
interference, by MARCH 31, 2014.
33

AO 72A
(Rev.8/82)

SO ORDERED, this 6th day of MARCH, 2014.

/s/ Julie E. Carnes
JULIE E. CARNES
CHIEF UNITED STATES DISTRICT JUDGE

34

AO 72A
(Rev.8/82)