Autobahn Imports, L.P. d/b/a Land Rover of Fort Worth v. Jaguar Land Rover North America, LLC

Filing 17

Memorandum Opinion and Order... The court ORDERS that JLRNA's counterclaim against Autobahn be, and is hereby, dismissed for lack of subject matter jurisdiction. The court determines that there is no just reason for delay in, and hereby directs, entry of final judgment as to such dismissal. (Ordered by Judge John McBryde on 2/27/2017) (wxc)

IN THE UNITED STATES DISTRIC COURT m:n
NORTHERN DISTRICT OF TE AS
~
FORT WORTH DIVISION
AUTOBAHN IMPORTS, L.P. D/B/A
LAND ROVER OF FORT WORTH,
Plaintiff,

vs.

Defendant.

: :rzT

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JAGUAR LAND ROVER NORTH
AMERICA, LLC,

2 7 2017

NO. 4:16-CV-1172-A

MEMORANDUM OPINION
and
ORDER
Came on for consideration the motion of plaintiff, Autobahn
Imports, L.P. d/b/a/ Land Rover of Fort Worth ("Autobahn"), to
dismiss the counterclaim of defendant, Jaguar Land Rover North
America, LLC ("JLRNA"), for want of subject matter jurisdiction
and plaintiff's alternative motion to abate proceedings on
defendant's counterclaim.
motions.

Defendant has responded to plaintiff's

Having considered the motions, the response, the reply,

the record, and applicable authorities, the court has concluded
that the motion to dismiss the counterclaim should be granted.
I.

Background
Autobahn initiated this action in state court to recover
damages and attorney's fees for JLRNA's alleged violations of the
Texas Occupations Code (the "Code").

Previously, the Board of

the Texas Department of Motor Vehicles (the "Board"), by adopting
the opinion of the Administrative Law Judge, determined, inter
alia, that JLRNA improperly charged back certain incentive
payments earned from February 1, 2013 to January 31, 2014, and
invalidated and rescinded those charge-backs.

Doc. 14 at 29.

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Because the Code does not confer upon the Board the
authority to award damages, Autobahn brought the instant action
against JLRNA in the District Court of Tarrant County, Texas on
November 29, 2016 to recover damages from JLRNA based on the
Board's Final Order.

On December 27, 2016, JLRNA removed

Autobahn's action to this court.

JLRNA subsequently filed an

answer and counterclaim, alleging in the counterclaim two claims
for breach of contract.

Both claims involve Autobahn's alleged

failure to comply with provisions of the Business Builder
incentive program and incentive requirements contained in the
2011 Settlement Agreement.
II.

Grounds of the Motions
Autobahn asserts that because the Board has exclusive
original jurisdiction over defendant's counterclaim, this court
is without subject matter jurisdiction as to such claim.
Autobahn contends, in the alternative, that if the court were to

'The "Doc. " references are to the number of the item on the docket in this action.

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conclude that it does have subject matter jurisdiction, the court
should abate the counterclaim until the Board has ruled on
whether the contractual provisions underlying JLRNA's
counterclaim violate the Code.
III.
Analysis
A. Jurisdiction of the Board
The Board has exclusive original jurisdiction to adjudicate
claims governed by the Code.

Tex. Occ. Code

§

2301.151; See

Subaru of Am., Inc. v. David McDavid Nissan, Inc., 84 S.W.3d 212,
223

(Tex. 2002).

A party that asserts a claim that falls within

the exclusive jurisdiction of the Board must first exhaust all
administrative remedies provided under the Code before seeking
judicial review.'
12, 15 (Tex. 2000)

See Cash Am. Int'l Inc. v. Bennett, 35 S.W.3d
If the Code's administrative remedies are

not exhausted, the court must dismiss the claim for lack of
subject matter jurisdiction.

See Subaru, 84 S.W.3d at 221.

Generally, a claim that falls within the exclusive
jurisdiction of the Board must be based on "Code-related issues
and claims." Id. at 223.

Although the Code does not "abrogate

any common-law claims .

. , " Id. at 217, the Board may

'Provisions for judicial review ofa final order of the Board are found at Section 2301.751 of the
Code.

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nevertheless have jurisdiction over common-law claims whose
underlying facts raise issues related to the.Code.
225-26

See Id. at

(finding that breach of good faith and oral contract

claims fell within the exclusive jurisdiction of the Board); cf.
Butnaru v. Ford Motor Co., 84 S.W.3d 198, 207-09

(Tex.

2.002) (holding that tortious interference claim fell within the
primary jurisdiction of the Board) .

As the Court of Appeals for

the Fifth District of Texas at Dallas opined in 2002,

"when a

claim is asserted that involves a dispute that has not been
delegated to the Board but the necessary facts underlying that
claim raise an issue that falls within the Board's exclusive
jurisdiction, a party must first exhaust its administrative
remedies."

Ford Motor Co. v. Metro Ford Truck Sales, Inc., No.

05-02-00245-CV, 2002 WL 31296626, at *3 (Tex. App.-Dallas Oct.
14, 2002, pet. denied) (not designated for publication); Accord
Ford Motor Co. v. Bob Tomes Ford, Inc., No. 4:10-CV-482, 2010 WL
53901 70, at *3

(E. D. Tex. Dec. 21, 2O10) (unpublished) (identifying

the "gravamen" of a dispute in holding that the Board had
exclusive jurisdiction to interpret a Letter of Understanding).
B. Defendant's Counterclaim
The subject matters of both of JLRNA's breach of contract
claims are within the exclusive jurisdiction of the Board and
must be dismissed for lack of subject matter jurisdiction.

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JLRNA's claims relate to the charge-back provisions of Section
2301.475(b) of the Code, which authorizes charge-backs only if
JLRNA "has reasonable grounds to conclude that [Autobahn]
committed fraud with respect to the incentive program."
supplied).

(emphasis

Essentially, JLRNA's counterclaim seeks charge-backs

on the theory that Autobahn breached contracts pertaining to the
incentive program, pursuant to which the incentive payments were
made.

The facts underlying JLRNA's claims raise an issue within

the exclusive jurisdiction of the Board, namely whether such
breaches authorize JLRNA to conduct charge-backs under
§

2301. 475 (b).
JLRNA does not explicitly assert that the purpose of its

counterclaim is to ultimately justify charge-backs from February
1, 2014 onwards.

But the court views the counterclaim in

context, and not in a vacuum.
5390170, at *3.

See Bob Tomes Ford, Inc., 2010 WL

JLRNA utilizes many of the same arguments here

that it offered in defense to Autobahn's original action that was
adjudicated by the Board in 2016, particularly in regard to
Autobahn's alleged failure to deliver vehicles to retail
customers or end-users as required under the Business Builder
incentive program and the 2011 Settlement Agreement.

Compare

Doc. 8 at Countercl. , , 30-31, 34-35, with Doc. 14 at 13-18.
JLRNA cannot now invoke this court's jurisdiction to adjudicate

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nearly identical allegations without first exhausting its
administrative remedies before the Board.
IV.
Order
Therefore,
The court ORDERS that JLRNA's counterclaim against Autobahn
be, and is hereby, dismissed for lack of subject matter
jurisdiction.
The court determines that there is no just reason for delay
in, and hereby directs, entry of final judgment as to such
dismissal.
SIGNED February 27, 2017.

District

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