LUTHER et al v. KIA MOTORS AMERICA, INC.

Filing 94

MEMORANDUM AND OPINION: Defendant's motion for summary judgment 82 is granted in its entirety. Signed by Judge William L. Standish on 12/17/09. (cs)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
MARIO L. LUTHER and MARIO LUTHER, INC., Plaintiffs, Civil Action No. 08 386 vs. KIA MOTORS AMERICA, INC., Defendant.
MEMORANDUM OPINION

Pending before the Court is a motion for summary judgment pursuant to Fed. America, Inc. R. Civ. P. 56, filed by Defendant Kia Motors
82.

("Kia"),

at Doc.

No.

For the reasons stated

below, Defendant's motion is granted.
I.

BACKGROUND

A.

Factual Historyl Mario Luther ("Mr. Luther") is the sole shareholder and

officer of Mario Luther,

Inc.

("Luther,

Inc."),

a

Pennsylvania

corporation located in Homer City, Indiana County, Pennsylvania. In April 2007, Mr. Luther was contacted by representatives of Kia

Motors America, Inc.,2 to discuss the possibility of becoming a Kia vehicle franchisee. (Amended Complaint, Doc. No. 34, "Am. Compl.,
/I

1 Unless otherwise noted, the facts in this section are not in dispute. See Doc. Nos. 84 and 87, Concise Statements of Undisputed Facts filed by Defendant and Plaintiffs, respectively.

2 Kia Motors America, Inc., is a California corporation with its principal place of business in Irvine, California.

..

I

t

~ 4.)

A regional manager of Kia met with Plaintiffs later in April

in Homer City and the parties continued to discuss the possible franchise for several months. (Id.,
~~

5-6.)

The agents stated

that in order to determine if Plaintiffs would be offered a Kia franchise in the Indiana/Blairsville market area, Mr. Luther needed to provide confidential information concerning sales and customer satisfaction related to his other dealerships as well as other information about his finances and assets. (Id., ~ 7.) five-page document 3
(See

As

requested,

Mr.

Luther provided this information. On June 28, 2007, Mr.

Luther signed a

entitled "Application for Kia Sales and Service Agreement."

Defendant's Appendix to Motion for Summary Judgment, Doc. No. 85, "Def.'s App.," Exhibit A, "Kia Application.
lI )

In that document,

Mr. Luther, as Applicant, agreed as follows: Kia's issuance of this application form to applicant or the retention of a completed form does not in any way imply Kia's approval of the application . . . . This application does not in any way obligate Kia to enter into a Kia Dealer Sales and Service Agreement with me [Mr. Luther] or my proposed dealership entity.4 Upon its review of my application package, Kia may accept or reject my application in its sole discretion.

3 Although referred to in the text as a five-page document, the exhibit provided consists of only two pages. The parties agreed that financial and other personal information pertaining to Mr. Luther would be redacted from the record in this case.

4 In the application, the "proposed dealership entity" was identified as MCDL, Inc., which was not incorporated until September 18, 2007. (Plfs.' App., Exhibit A.) MCDL, Inc., is not a party to this suit.

2

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\

·
Any actions taken, expenditures made, or commitments assumed by me or an entity affiliated with me, whether relating to real estate, leases, or otherwise, shall be at my sole risk and responsibility without any liability whatsoever on the part of Kia or its representative. No act, other than the written execution of a Kia Dealer Sales and Service Agreement by an Executive Officer of Kia shall constitute approval of this application by Kia. No representations or statements by Kia or its representatives have been made to me or any person or entity affiliated with me which induced me to execute this application, nor have any representations or statements been made which would in any way indicate the action which Kia intends to take on this application. (Kia Application, ~~ 1-4, 7.) On August 1, 2007, Mr. Luther, along with two other candidates who were being considered for the Kia franchise in the Indiana/ Blairsville area, met with Barbara Robinson,

a

market

representation manager from Kia's Eastern Region.

On August 10,

2007, Ms. Robinson telephoned Mr. Luther to discuss the application for becoming a franchisee