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In Ralph Oldsmobile Inc., v. General Motors Corp., No. 99 Civ. 4567 (AGS), 2000 WL 1459767 (S.D.N.Y. Sept. 29, 2000) ("Ralph I"), reh'g denied, 2001 WL 55729 (S.D.N.Y. Jan. 23, 2001), the plaintiff, a former GM dealer, alleged that GM inadequately had reimbursed it for parts used in warranty repairs.
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99 Civ. 4567 (AGS).
September 29, 2000.
OPINION and ORDER
Plaintiff Ralph Oldsmobile Inc. ("Ralph"), a former dealer of cars manufactured by defendant General Motors Corporation ("GM"), seeks damages for alleged violations of section 465 of the New New York Vehicle and Traffic Law ("VTL") and for alleged breach of contract. In substance, Ralph claims that GM inadequately reimbursed Ralph for parts used to make repairs covered by GM's consumer warranties. Before the Court is GM's motion for summary judgment dismissing the Complaint. For the reasons set forth below, GM's motion is denied.
I. FACTUAL BACKGROUND
The following facts are undisputed. Ralph is a New York corporation with its principal place of business in the State of New York. (Compl. ¶ 1; Answer ¶ 1.) GM is a Delaware corporation with its principal place of business in Michigan. (Compl. ¶ 2; Answer ¶ 2.) GM manufactures motor vehicles Tunder various brand names, including, among others, Oldsmobile. (Answer and Countercl. ¶ 5.) GM distributes its motor vehicles in New York, as well as other jurisdictions, through a network of authorized dealers. ( Id. ¶ 6.) From 1970 until September 16, 1997, Ralph was an authorized Oldsmobile dealer. (Plaintiff's Statement in Response to Defendant's Local Rule 56.1 Statement ("Pl.'s 56.1 Statement") ¶ 1.)
GM provides to retail purchasers of GM vehicles certain warranties relating, among other things, to repairs and replacements of certain parts. (Compl. ¶ 9; Answer ¶ 9.) Under its dealership agreement with GM, Ralph agreed, among other things, to perform certain warranty repairs. (Statement of Undisputed Facts Submitted in Support of Motion of Defendant General Motors Corporation for Summary Judgment ("Def.'s 56.1 Statement") ¶ 4; Pl.'s 56.1 Statement ¶ 4.) In turn, GM agreed, among other things, to reimburse Ralph for warranty repairs performed by Ralph. (Def.'s 56.1 Statement ¶ 5; Pl.'s 56.1 Statement ¶ 5.) From time to time, Ralph performed warranty repairs and submitted reimbursement claims to GM. (Def.'s 56.1 Statement ¶ 7; Pl.'s 56.1 Statement ¶ 7.) GM made payments to Ralph for such reimbursement claims. (Dep. of Gene Alden dated Sept. 24, 1999 ("Alden Dep.") at 30, attached as Ex. A to the Affidavit of Diane C. Hertz in Support of Motion for Summary Judgment ("Hertz Aff.").)
In 1996, GM and Ralph began discussing the termination of Ralph's dealership agreement in exchange for a cash payment. (Def.'s 56.1 Statement ¶ 13; Pl.'s 56.1 Statement ¶ 13.) On August 27, 1997, the parties entered into a letter agreement Tunder which Ralph would sign a Termination and Release Agreement in exchange for $500,000. (Hertz Aff. Ex. B at 1-2.) On September 16, 1997, the parties signed the Termination and Release Agreement, which immediately terminated Ralph's dealership agreement. (Hertz Aff. Ex. B at 3-4.) The release provision of the Termination and Release Agreement states:
2. Release; Indemnity. (a) The Dealer Company [Ralph] . . . hereby releases, settles, cancels, discharges and acknowledges to be fully satisfied any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses, liens, actions and causes of action of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, suspected or unsuspected ("Claims"), which the Dealer Company . . . may now or hereafter have against GM . . . arising out of or relating to the Oldsmobile Dealer Agreement, or any predecessor agreement(s) thereto, or to the relationship between GM and the Dealer Company relating to the Oldsmobile Dealer Agreement, or any predecessor agreement(s) thereto, provided however, that the foregoing release shall not extend to (a) reimbursement to the Dealer Company of unpaid warranty claims, (b) the payment to the Dealer Company of any incentives currently owing to the Dealer Company, any amounts currently owing to the Dealer Company in its Open Account, or any amounts due or to become due to the Dealer Company in connection with its return of Eligible Items pursuant to Article 15.2 of the Oldsmobile Dealer Agreement, or (c) any Claims of the Dealer Company pursuant to Article 17.4 of the Oldsmobile Dealer Agreement, all of which amounts shall be subject to setoff by GM of any amounts due or to become due to GM or any of its affiliates.
( Id. at 4.)
III. PROCEDURAL HISTORY
Ralph initiated this purported class action in June 1999. The Complaint alleges that GM violated VTL § 465 by failing to pay Ralph (and other authorized GM dealers) the statutory price for parts used in warranty repairs. (Compl. ¶¶ 27-33.) Ralph further alleges that, by failing to comply with § 465, GM breached that portion of the dealership agreement that required GM to comply with valid state law. (Compl. ¶¶ 34-40.) GM's Answer denies that it has violated § 465 or breached its dealership agreement. (Answer Countercl. ¶¶ 27-40.) GM also asserted eight affirmative defenses, including, among others, release, accord and satisfaction, and contractual agreements between the parties. ( Id. at 5-6.) Lastly, GM counterclaimed for indemnification under the Termination and Release Agreement. ( Id. at 6-7.)
After conducting at least some discovery, GM moved for summary judgment. GM argues, in substance, that the Termination and Release Agreement is a valid and enforceable contract that bars Ralph from bringing the claims asserted in this action, that the claims are time-barred under the agreements between the parties, and that Ralph failed to submit claims sufficient to entitle it to relief under § 465. Ralph responds, in substance, that the Termination and Release Agreement does not prohibit the claims asserted in this action, that even if the release prohibits the claims asserted in this action it is unenforceable, that the claims are timely, and that Ralph has done what it must to obtain relief under § 465.
III. DISCUSSION
A. Summary Judgment Standard
A court may grant summary judgment only if it is satisfied that "there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The burden rests on the moving party to demonstrate the absence of a genuine issue of material fact, which may be satisfied if it can point to the absence of evidence necessary to support an essential element of the non-moving party's claim. See Goenaga v. March of Dimes Birth Defects Found., 51 F.3d 14, 18 (2d Cir. 1995); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986). All inferences and ambiguities are resolved in favor of the party against whom summary judgment is sought. See Gallo v. Prudential Residential Servs., Ltd. Partnership, 22 F.3d 1219, 1223 (2d Cir. 1994). If the moving party meets its burden, the opposing party must produce evidentiary proof in admissible form sufficient to raise a material question of fact to defeat the motion for summary judgment, or in the alternative, demonstrate an acceptable excuse for its failure to meet this requirement.See Kolp v. New York State Office of Mental Health, 15 F. Supp.2d 323, 326 (W.D.N.Y. 1998). "[M]ere conclusory allegations, speculation or conjecture will not avail a party resisting summary judgment." Cifarelli v. Village of Babylon, 93 F.3d 47, 51 (2d Cir. 1996). The court's function on a motion for summary judgment is not to weigh the evidence, but to determine if there is an issue for trial. See Anderson, 477 U.S. at 249. There is an issue for trial if the party opposing summary judgment offers sufficient evidence for that party to obtain a favorable jury verdict at trial. See id. Only when reasonable minds could not differ as to the import of the proffered evidence is summary judgment proper. See id. at 250-52; Bryant v. Maffucci, 923 F.2d 979, 982 (2d Cir. 1991).
B. The Termination and Release Agreement
GM's primary argument is that the Termination and Release Agreement prohibits Ralph from asserting the claims made in this action. GM claims that the release provision quoted above, see supra pp. 2-3, leaves Ralph only those types of claims specifically reserved and that the claims made in this action are not "unpaid warranty claims." (Defendant General Motors Corporation's Memorandum of law in Support of its Motion for Summary Judgment ("Def.'s Mem.") at 6-7; Defendant General Motors Corporation's Reply Memorandum in Further Support of its Motion for Summary Judgment ("Def.'s Reply Mem.") at 4-7.) According to GM, the testimony of Ralph's president, Gene Alden, makes clear that unpaid warranty claims are only those warranty claims that have been submitted but not yet paid at all due to the "lag time" required to process such claims. (Del's Reply Mem. at 4-5.) GM also asserts that the dealership agreement between GM and Ralph included a definition of unpaid warranty claims that meant only claims not yet paid at all due to processing lag time ( Id. at 5) and that Ralph regularly submitted operating reports to GM that used the same definition of unpaid warranty claims. (Def.'s Mem. at 7; Def.'s Reply Mem. at 5.) GM further argues that Alden testified that Ralph never identified in its warranty claims or its operating reports the amounts that Ralph now seeks. (Def.'s Mem. at 7; Def.'s Reply Mem. at 6.) Lastly, GM argues that the Termination and Release Agreement refers to unpaid warranty claims rather than "any and all claims `regarding or relating to' warranties." (Def.'s Mem. at 7.)
Neither party asserts that Ralph's claims in this action fall into any of the release exceptions other than "unpaid warranty claims."
Ralph responds that its claims in this action are unpaid warranty claims within the meaning of the release, and so are preserved. In sum, Ralph argues that an unpaid warranty claim is any warranty claim that has not yet been paid in full. (Plaintiff's Memorandum of Law in Opposition to Defendant's Motion for Summary Judgment ("Pl.'s Mem.") at 6.) Ralph points to portions of Alden's testimony that allegedly demonstrate that unpaid warranty claims are those not yet paid in full, rather than those not yet paid at all due to processing lag time. ( Id. at 7.) Ralph further argues that particular portions of Alden's testimony and of GM documents prove that Ralph could not identify the amounts it now seeks in its warranty claims or its operating reports. ( Id. at 7-8.) According to Ralph, GM designed the claims and reporting procedures in a way that automatically calculated warranty claim payments according to GM's dictates, and thus prevented dealers from submitting amounts that the dealer wanted to claim. ( Id.) Finally, Ralph asserts that the Termination and Release Agreement neither defines unpaid warranty claims nor incorporates a definition by reference. ( Id. at 8.)
GM replies that Ralph could have listed the amounts it now seeks in its operating reports and that, in any case, this is irrelevant because the parties understood that unpaid warranty claims were only those submitted but not yet paid at all due to lag time. (Def.'s Reply Mem. at 6-7.)
i. The Language of the Agreement
A court should interpret a contract to give effect to the parties' intentions, as expressed in the language of the contract. See Highland Sand Gravel, Inc. v. Squicciarini, 709 N.Y.S.2d 91, 92 (App.Div. 2000); Emcee Personnel v. Morgan Lewis Bockius, LLP, 702 N.Y.S.2d 633, 634 (App.Div. 2000). In interpreting a contract, a court may not add or delete terms. Emcee Personnel, 702 N.Y.S.2d at 634. Extrinsic evidence (i.e. any evidence outside the four corners of the document) may only be considered if the language of the contract is ambiguous. Id. Thus, interpretation of the Release and Termination Agreement must begin with the contract itself. As Ralph points out, the Release and Termination Agreement nowhere defines the term "unpaid warranty claims." In fact, the term appears only once in the Termination and Release Agreement (and never in the August 19, 1997 letter agreement.) (Hertz Aff. Ex. B.) The one mention of unpaid warranty claims does not use initial capitals and does not incorporate by reference any other document. ( See supra pp. 2-3 (quoting Hertz Aff. Ex. B at 4.) This is significant because the other clauses of the release provision do use such techniques to define terms. ( See supra pp. 2-3 (quoting Hertz Aff. Ex. B at 4.). For example, the clause following "unpaid warranty claims" refers to Ralph's "Open Account" and the "return of Eligible Items pursuant to Article 15.2 of the Oldsmobile Dealer Agreement." ( See supra pp. 2-3 (quoting Hertz Aff. Ex. B at 4.). The following clause refers to "any Claims of the Dealer Company pursuant to Article 17.4 of the Oldsmobile Dealer Agreement." See supra pp. 2-3 (quoting Hertz Aff. Ex. B at 4.). In addition, the opening clause of the Termination and Release Agreement defines the terms "Dealer Company" and "GM." (Hertz Aff. Ex. B at 3.) It is therefore abundantly clear that the parties knew how to define a term when they wished to do so. They did not do so for the term "unpaid warranty claims." Nor does the ordinary meaning of the word "unpaid" necessarily compel either party's desired result. A reasonable fact finder could construe the term to mean either not yet paid at all (as GM would like) or not yet paid in full (as Ralph would like). The Termination and Release Agreement is thus ambiguous on its face.
ii. Extrinsic Evidence
Since the contract is ambiguous, the Court may examine the extrinsic evidence. Although GM claims that "the parties understood what was preserved by the exception to the release" (Def.'s Reply Mem. at 6), it offers no evidence directly supporting this particular proposition. The only record evidence that bears directly on the parties' understanding of the agreement is unhelpful. Alden testified that he believed the Termination and Release Agreement was "one-sided" and "very broad." (Alden Dep. at 72-76) He did not testify, however, as to his understanding of any particular clause or term. GM's contentions, summarized above, amount to an argument that the parties' prior conduct provided them with a common understanding of the term "unpaid warranty claims." (Def.'s Mem. 6-7; Def's Reply Mem. 4-7.) GM supports this argument with citations to specific deposition testimony and documents. (Def.'s Mem. 6-7; Def's Reply Mem. 4-7.) Ralph's response, summarized above, amounts to an argument that it had a different understanding of the term "unpaid warranty claims" and that it did not believe the Termination and Release Agreement incorporated a definition created by prior conduct. (Pl. Mem. at 5-8.) Ralph supports its argument with citations to specific deposition testimony and documents. ( Id.) It is not the Court's role in deciding the instant motion to determine which argument is correct; the question is whether there is a genuine issue of material fact as to the parties' understanding of the contract. Drawing all inferences in favor of the party opposing summary judgment, the Court is unprepared to hold on this record that no reasonable factfinder could believe Ralph's interpretation of the extrinsic evidence. Since the Termination and Release Agreement is "susceptible to at least two reasonable interpretations" there is an issue of fact to be resolve at trial" and summary judgment is inappropriate. Dobco Inc. v. Facilities Dev. Corp., 693 N.Y.S.2d 276, 277 (App.Div. 1999)
The Court need not consider at this time the parties' arguments about the enforceability of the Termination and Release Agreement because that issue is moot if the factfinder determines that the Termination and Release Agreement does not prohibit Ralph's claims.
C. VTL § 465
The VTL's Article 17-A — Franchised Motor Vehicle Dealer Act regulates motor vehicle manufacturers, distributors, and dealers, among others. See N.Y. Veh. Traf. Law § 460 et seq. (McKinney's 1996 Supp. 2000). VTL § 465 states, in relevant part, that:
[elvery franchisor . . . shall compensate each of its franchised motor vehicle dealers for warranty parts and labor in amounts which reflect fair and reasonable compensation for such work. . . . For parts . . ., and labor reimbursement, fair and reasonable compensation shall not be less than the price and rate charged by the frachised motor vehicle dealers in the community or marketing area for like services to non-warranty and/or non-service contract customers, provided such price and rate are reasonable.
N.Y. Veh. Traf. Law § 465 (McKmnney's 1996). The parties do not appear to dispute that GM is a "franchisor," as defined in VTL § 462, and that Ralph was a "franchised motor vehicle dealer," as defined in VTL § 462.
GM, relying upon interpretations of analogous statutes from other states, argues that Ralph cannot recover under § 465 because Ralph did not submit claims particularizing the amount Ralph sought as reimbursement for parts used in warranty repairs. (Def.'s Mem. at 15-18.) Ralph contends that § 465 contains no such requirement, and that the policies behind § 465 run against such a requirement. (Pl. Mem. at 22-25.) In reply, GM reiterates its reliance upon the interpretations of other state's statutes and argues that Ralph is in a better position to determine the appropriate price for parts. (Def.'s Reply Mem. at 9-14.)
i. Section 465 and its History
What information warranty claims must contain under § 465 is a question of first impression. In construing a statute, a court should begin with the text of the statute itself. See Thoreson v. Penthouse Int'l, Ltd., 606 N.E.2d 1369, 1371 (N Y 1992). Section 465 is silent on this issue, as are the other sections in Article 17-A — Franchised Motor Vehicle Dealer Act. Where the text of the statute is silent or unclear on a given issue, a court may look to the legislative history and purpose of the statute. See, e.g., G/C Volkswagen Corp., v. Volkswagen of America, Inc., 97 Civ. 8364 (JGK), 1998 WL 799174, at *4 (S.D.N.Y. Nov. 16, 1998). While the purpose and history of § 465 do not directly address the issue presented here, they provide some general guidance. The purpose of Article 17-A — Franchised Motor Vehicle Dealer Act is to protect consumers and dealers. N.Y. Veh. Traf. Law § 460 (McKinney's 1996). The legislative history of § 465 indicates the same goal. When § 465 was passed in 1983, the chair of the New York State Senate's Transportation Committee stated that it would protect dealers. See Legislative Bill Jacket for 1983 N.Y. Laws ch. 815 at 14. The New York State Department of Commerce stated that the bill would outlaw unfair practices by franchisors and help the bargaining power of dealers. See id. at 12. Section 465 was amended in 1992, among other things, to require reimbursement for parts used in warranty repairs. The Governor's memo approving the amendment states that, "[t]he primary goal of these changes is to provide greater protections to motor vehicle dealers operating under franchise agreements with manufacturers." 2 McKinney's 1992 Session Laws of New York at 2899. A legislative memo in support of the amendment states that the amendment will benefit consumers. See Legislative Bill Jacket for 1992 N.Y. Laws. Ch. 521 at 5-6. All of this suggests that § 465 was to benefit dealers, rather than to place additional burdens on them. While the Governor's memo does speak of avoiding "undue burdens upon manufacturers," 2 McKinney's 1992 Session Laws of New York at 2899, not creating a particularized claim requirement will not result in any undue burden, as discussed below.
ii. Principles of Statutory Construction
In the absence of clear legislative intent, as expressed in a statute or its history and purpose, a court should rely on principles of statutory construction to interpret a statute. See McKinney's Statutes § 91 (1971 Supp. 2000). It is well established that a court should usually not read into a statute requirements that are not called for by the statutory language. See Bates v. United States, 522 U.S. 23, 30 (1997) ("[W]e ordinarily resist reading words or elements into a statute that do not appear on its face."); People v. Finnegan, 647 N.E.2d 758, 760 (N.Y. 1995) ("Equally settled is the principle that courts are not to legislate under the guise of interpretation."); Furman v. Naldon Realty Corp., 210 N.Y.S.2d 140, 142 (Sup.Ct. 1960) ("The court may not read into the statute a provision which the Legislature did not see fit to enact."). Indeed, courts should presume that the absence of a "substantive, significant prescription in a statute is a strong indication that its exclusion was intended." Finnegan, 647 N.E.2d at 761; McKinney's Statutes § 74. In Finnegan, the Court of Appeals refused to read into another section of the VTL a requirement that the police affirmatively take certain steps, reasoning that because the Legislature did not impose such an obligation, the courts should not do so in the Legislature's place. Finnegan, 647 N.E.2d at 760-761. The same is true here. Similarly, this Court does not believe that it should, in the absence of any such direction from the Legislature, read into § 465 a requirement that dealers make particularized warranty claims stating the dollar amount requested as reimbursement for parts.
The Court also does not believe that the second paragraph of § 465 mandates imposition of such a requirement. That paragraph states in relevant part that a franchisor's notice disapproving a claim "shall state the specific grounds upon which the disapproval is based." N.Y. Veh. Traf. Law § 465. This language does, by inference, require that any claim have some information that enables the manufacturer to evaluate the claim. That is an insufficient basis, however, for the Court to rule that the statute requires that every claim specify an amount of money sought. A franchisor confronted with a claim stating no dollar figure could simply pay the statutory rate, or it could disapprove the claim and state that the reason for disapproval was the lack of a stated reimbursement amount. Without more, the text of the statute does not warrant creation of a new requirement that the Legislature did not include, that is not necessary to implement the Legislature's apparent intentions, and runs contrary to principles of statutory construction.
iii. "Undue Burden"
Moreover, refusing to judicially legislate any such requirement will not impose an undue burden on franchisors. GM claims that the lack of such a requirement will impose a tremendous burden, relying on interpretations of other states' statutes. The cases upon which GM relies, however, are readily distinguishable. In these cases, the statute commands that the frachisor reimburse the dealer at that dealer's retail rate for parts. See Liberty Lincoln-Mercury v. Ford Motor Co., 134 F.3d 557, 560 (3d Cir. 1998) ("a motor vehicle franchisor `shall reimburse' its franchisee for parts used in warranty repairs at the franchisee's `prevailing retail price' . . ." (quoting N.J. Stat. Ann. § 56:10-15(a))); Jim White Agency Co. v. Nissan Motor Corp., 126 F.3d 832, 835 (6th Cir. 1997) ("Each franchisor shall compensate each of its franchisees for labor and parts used to fulfill warranty and recall obligations of repair and servicing at rates not less than the rates charged by the franchisee . . ." (quoting Ohio Rev. Code Ann. § 4517.52 (Anderson 1997))); Acadia Motors, Inc. v. Ford Motor Co., 844 F. Supp. 819, 822 (D.Me. 1994) ("`[T]he franchisor . . . shall reimburse the franchisee for any parts [provided for warranty work] at the retail rate customarily charged by that franchisee . . .'" (quoting 10 M.R.S.A. § 1176 (Supp. 1993))), modified 44 F.3d 1050 (1st Cir. 1995). In these cases where the only factor is one dealer's prices, it might be reasonable to require that dealer to state its prices in its warranty claims, and making the franchisor determine that dealer's prices might be an undue burden.
Section 465, however, measures reasonable compensation not on the basis of one dealer's prices, but on the prices charged by dealers "in the community or marketing area." N.Y. Veh. Traf. Law § 465. GM argues that dealers are in the best position to determine the prices charged by other dealers in their area and "no doubt" know such prices. (Def.'s Reply Mem. at 10). GM, however, cites no authority for this proposition; GM's ipse dixit statement is insufficient reason to go against established rules of statutory construction. In response to Ralph's claim that GM can most easily determine parts prices because GM has a method for determining labor rates for warranty repairs, GM argues that that method requires dealers to survey labor rates in their communities (something GM claims Ralph "neglects to point out"). (Def.'s Reply Mem. at 10 n. 7.) What GM conveniently "neglects to point out" is that the same GM document requiring dealers to survey labor rates also states that GM will conduct its own survey of labor rates to verify the surveys conducted by dealers. (General Motors Service Policies and Procedures, Article 1.5, at 8, attached as Ex. C to the Aff. of Susan Salvetti, Esq. in Opposition to Defendant's Motion for Summary Judgment.) It strains credulity to claim that a task GM voluntarily undertakes is so burdensome and impractical that it would be unfair to require GM to do it. In light of GM's existing practice concerning labor rates, GM's unsupported arguments about how difficult it would be to survey parts prices (Def.'s Reply Mem. at 12) are simply not credible.
Although not noted by the parties, at least one item of legislative history speaks to the issue of collecting information about pricing: a memorandum by the attorney general. He states that "[b]y requiring the systematic collecting of price information, this language has the potential of creating the opportunity or incentive for dealers to collude or fix the prices for replacement parts." Legislative Bill Jacket for 1992 N.Y. Laws. Ch. 521 at 21. The attorney general did not state that dealers would be collecting the data themselves, but that the collection, in and of itself, would provide an opportunity for them to collude. Indeed, this concern would seem to counsel against having dealers find out all of their competitors' prices and then using that to determine the statutory rate to request.
There is no evidence before the Court that surveying parts prices is any more burdensome or impractical than surveying labor rates.
GM's arguments concerning dealers' silently accepting payments and later suing are similarly unavailing. Section 465 requires that dealers submit claims for reimbursement of warranty parts. Section 465 requires that franchisor's pay the claims at a reasonable rate or provide grounds for disapproving them. Section 465 does not require that dealers notify franchisors that the latter have failed to fulfill their statutory obligations. Certainly, the preferable course of action is for dealers to informally notify franchisors of any infractions and work out a solution without litigation. There is, however, nothing in the law that prevents a dealer's first notice of violation from taking the form of a complaint in a civil action. GM's claim that Ralph "was required to provide [Ralph's] rates to GM" (Def.'s Reply Mem. at 14) is without basis or citation to authority. GM might have an argument if GM had requested Ralph's parts prices to calculate the reasonable price for Ralph's community and Ralph had refused. There is no evidence, however, that such is the case here. In fact, Ralph contends that it submitted the information GM requested as to its warranty claims. (Pl. Mem. at 7-8, 19-21).
In the end, it is the duty of the franchisor — here, GM — to comply with § 465. It would be preferable for franchisors and dealers to cooperate in complying with § 465. Even without any such cooperation, however, franchisors are obligated to obey § 465's command. While it would assist the franchisors to do so, this Court will not read into § 465 a new, judicially-created requirement that is unsupported by the statute's language, purpose or legislative history, or by principles of statutory construction. Nor is the lack of such a requirement unduly burdensome. Accordingly, the Court declines to find that § 465 bars Ralph from asserting its claims in this action for failure to make particularized claims stating the amount of money sought as reimbursement for parts used in warranty repairs.
D. The Alleged Time Bar
GM argues that since Ralph did not make particularized claims for the amounts sought in this action within the time set by the dealership agreement between them, Ralph may not now bring these claims. The Court holds, as discussed above, that Ralph need not make particularized claims. Accordingly, the claims made by Ralph were sufficient claims for the statutory reimbursement rate. (This is also sufficient grounds to distinguish the case cited by GM, Liberty Lincoln-Mercury, which stated in dicta that particularized claims made after the contractual deadline for claims were time-barred. 134 F.3d at 572-73.) The parties do not dispute that Ralph's claims were timely made. The issue here is whether Ralph's claims were fully paid, and the contract between GM and Ralph imposes no deadline for resolution of that issue. The only applicable time bar, then, is the statute of limitations. In this motion GM alleges no violation of the applicable statute of limitations; accordingly, the Court need not address that issue.
IV. CONCLUSION
For the reasons set forth above, GM's motion for summary judgment dismissing the Complaint is denied.
SO ORDERED.