American Honda Motor Co Inc v. M&N Dealership VI LLC

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF OKLAHOMA

AMERICAN HONDA MOTOR CO., INC., )

)

Plaintiff, )

)

v. ) Case No. CIV-24-165-D

)

M&N DEALERSHIPS VI, LLC, )

d/b/a 6TH AVENUE HONDA, )

)

Defendant. )

ORDER

Before the Court is Defendant M&N Dealerships VI, LLC’s (“M&N”) Motion to

Dismiss or Stay [Doc. No. 10]. Plaintiff American Honda Motor Co., Inc. (“American

Honda”) filed a response in opposition [Doc. No. 11], to which M&N replied [Doc. No.

15]. The matter is fully briefed and at issue.

BACKGROUND

I. The parties

Defendant M&N is a Stillwater, Oklahoma-based motor vehicle dealer that does

business at two adjacent facilities—one a Honda dealership (“6th Avenue Honda”) and the

other both a Hyundai dealership and Chrysler Dodge Jeep Ram dealership (“Barry Sanders

Supercenter”). Relevant for purposes of the instant Motion, M&N—through 6th Avenue

Honda—is an authorized Honda motor vehicle dealership.

Plaintiff American Honda is a corporation that distributes new Honda motor

vehicles, genuine parts, and accessories in the United States through an authorized dealer

network. Because Oklahoma law prohibits vehicle distributors from selling new vehicles

directly to consumers, American Honda relies on a network of authorized dealerships—

such as 6th Avenue Honda—to sell and service Honda products throughout the United

States.

II. The Dealer Agreement and Oklahoma statutory law

As part of the aforementioned authorized dealership framework, American Honda

and M&N entered into a Honda Dealer Sales and Service Agreement (“Dealer Agreement”)

setting forth the agreement, terms, and conditions between the parties. Generally, the

Dealer Agreement prohibits any change to M&N’s ownership or certain management-level

employees without American Honda’s prior written approval. Further, should M&N decide

to transfer the ownership interest or assets of 6th Avenue Honda to a third party, the Dealer

Agreement gives American Honda a right of first refusal or option to purchase the

ownership interest or assets of the dealership on substantially the same terms and

conditions as agreed to by M&N and the third party.

In addition to the Dealer Agreement, Okla. Stat. tit. 47, §§ 561 et seq. governs auto

dealers, distributors, and manufacturers in Oklahoma. Of particular importance in this

dispute, § 565(B) provides as follows:

B. Notwithstanding the terms of any franchise agreement, in the event of a

proposed sale or transfer of a dealership, the manufacturer or distributor shall

be permitted to exercise a right of first refusal to acquire the assets or

ownership interest of the dealer of the new motor vehicle dealership, if such

sale or transfer is conditioned upon the manufacturer or dealer entering into

a dealer agreement with the proposed new owner or transferee, only if all the

following requirements are met:

1. To exercise its right of first refusal, the factory must notify the new motor

vehicle dealer in writing within sixty (60) days of receipt of the completed

proposal for the proposed sale transfer;

2. The exercise of the right of first refusal will result in the new motor vehicle

dealer and the owner of the dealership receiving the same or greater

consideration as they have contracted to receive in connection with the

proposed change of ownership or transfer;

3. The proposed sale or transfer of the dealership does not involve the transfer

or sale to a member or members of the family of one or more dealer owners,

or to a qualified manager or a partnership or corporation controlled by such

persons; and

4. The factory agrees to pay the reasonable expenses, including attorney fees

which do not exceed the usual, customary, and reasonable fees charged for

similar work done for other clients incurred by the proposed new owner and

transferee prior to the exercise by the factory of its right of first refusal in

negotiating and implementing the contract for the proposed sale or transfer

of the dealership or dealership assets. Notwithstanding the foregoing, no

payment of expenses and attorney fees shall be required if the proposed new

dealer or transferee has not submitted or caused to be submitted an

accounting of those expenses within thirty (30) days of receipt of the written

request of the factory for such an accounting. The accounting may be

requested by a factory before exercising its right of first refusal.

Okla. Stat. tit. 47, § 565(B).

III. The initial dispute, this case, and the OMVC proceeding

In June 2023, M&N received an unsolicited offer to purchase all three of its

dealerships (i.e., 6th Avenue Honda and Barry Sanders Supercenter), along with the

associated real estate. Although M&N did not have the dealerships listed for sale, it

accepted the offer based on the desire to entirely exit the market. In other words, M&N

wished to sell all three of its dealerships, or none at all. With the understanding that it was

selling all three dealerships, M&N and the third-party buyer executed a Dealer Asset

Purchase Agreement (the “APA”) and Real Estate Purchase Agreement (the “REPA”).

Shortly thereafter, American Honda demanded that M&N separate 6th Avenue

Honda into its own standalone purchase agreement, and M&N agreed to do so.1 M&N and

the buyer executed a new 6th Avenue Honda-specific APA and REPA (the “Honda APA”

and “Honda REPA”). But M&N maintained its position that it only wished to proceed with

selling its dealerships on an all-or-nothing basis. In other words, although M&N agreed to

separate 6th Avenue Honda into the standalone Honda APA and Honda REPA, it would

only proceed with selling 6th Avenue Honda if it also sold Barry Sanders Supercenter.

Therefore, the Honda APA included a provision that, in essence, made the closing of the

6th Avenue Honda transaction contingent on the closing of the Barry Sanders Supercenter

transaction.2

After M&N and the third-party buyer executed a First Amendment to the Honda

APA, a First Amendment to the Honda REPA, and a Second Amendment to the Honda

REPA, American Honda gave notice, pursuant to § 19 of the Dealer Agreement and Okla.

Stat. tit. 47, § 565(B), that it was exercising its right of first refusal to purchase 6th Avenue

Honda on substantially the same terms and conditions set forth in the First Amended Honda

APA and the Second Amended Honda REPA.

After receiving notice that American Honda intended to exercise its right of first

refusal, M&N, relying on the contractual provision making closing of the 6th Avenue

1 American Honda maintains that the first iteration of the APA and REPA “prevented [it] from

ascertaining the terms of the proposed sale of the dealership and related real estate, and impaired

[its] ability to exercise its contractual and statutory rights, including its right of first refusal.”

Compl. [Doc. No. 1], ¶ 14.

2 American Honda refers to this provision as a “poison pill” intended to “undermine American

Honda’s right of first refusal . . . .” Id., ¶ 16.

Honda transaction contingent on closing of the Barry Sanders Supercenter transaction,

refused to separately sell 6th Avenue Honda while continuing to own and operate Barry

Sanders Supercenter. M&N now has none of its three dealerships listed for sale and has

informed American Honda that it wishes to continue as the Honda dealership in the

Stillwater market.3

On February 13, 2024, American Honda filed this action seeking a declaratory

judgment regarding the parties’ respective rights and duties under the Dealer Agreement

and Okla. Stat. tit. 47, § 565(B). American Honda also brings two breach of contract

claims—one seeking specific performance pursuant to the Dealer Agreement and the other

seeking money damages “in the amount owed to Buyer for expense reimbursement.”

On March 5, 2024, M&N filed its Complaint4 with the Oklahoma Motor Vehicle

Commission (the “OMVC proceeding”), in which it asks the OMVC to enjoin American

Honda from exercising its right of first refusal. On March 12, 2024, M&N filed the instant

Motion.

DISCUSSION

In its Motion, M&N invokes three bases for the Court to abstain from exercising

jurisdiction over this case. First, M&N argues that the Court should dismiss this case

3 M&N claims “counsel for the parties were in discussions regarding the issues long before either

case was filed.” M&N Mot. at 12. Therefore, M&N continues, its counsel asked American Honda’s

counsel to “give him the courtesy of notice prior to filing any suit at which time [the issues raised

in the instant Motion, including the proper forum for the dispute] could have been addressed.” Id.

But, according to M&N, American Honda’s counsel did not provide such notice. See id.

4 M&N’s as-filed OMVC Complaint is attached to the instant Motion as Exhibit 1.

pursuant to the Burford abstention doctrine, which the Tenth Circuit has summarized as

follows:

Under the Burford abstention doctrine, federal courts must decline to

interfere with the proceedings of state administrative agencies when the court

is sitting in equity, timely and adequate state-court review is available, and

either “there are difficult questions of state law bearing on policy problems

of substantial public import whose importance transcends the result in the

case then at bar” or “the exercise of federal review of the question in a case

and in similar cases would be disruptive of state efforts to establish a coherent

policy with respect to a matter of substantial public concern.”

Wildgrass Oil and Gas Comm. v. Colo., 843 F. App’x 120, 122 (10th Cir. 2021) (quoting

New Orleans Pub. Serv., Inc. v. Council of City of New Orleans, 491 U.S. 350, 361 (1989)).

Second, and in the alternative to dismissal under Burford, M&N argues that the

Court should stay this case pursuant to the Colorado River abstention doctrine. Under

Colorado River Conservation Dist. v. United States, 424 U.S. 800 (1976), a federal court

may abstain from exercising jurisdiction when there are “parallel state proceedings” and

“exceptional circumstances” warrant abstention. See Northstar Mgmt., Inc. v. Vorel, No.

CIV-19-260-SLP, 2022 WL 20814864, at *2 (W.D. Okla. Dec. 7, 2022).

Third, and in the alternative to a stay under Colorado River, M&N asks the Court

to exercise its inherent discretion to stay this case pending final resolution of the OMVC

proceeding. See Landis v. N. Am. Co., 299 U.S. 248, 254 (1936) (recognizing that “the

power to stay proceedings is incidental to the power inherent in every court to control the

disposition of the causes on its docket with economy of time and effort for itself, for

counsel, and for litigants”); see also Cantu Servs., Inc. v. Brown, No. CIV-15-1210-W, 2016

WL 11248521, at *4 n.7 (W.D. Okla. Feb. 10, 2016) (quoting Landis and finding that, even

if Colorado River abstention were inappropriate, the court would stay proceedings pursuant

to its inherent and discretionary power).

Because the Court concludes a stay is warranted pursuant to Colorado River or,

alternatively, pursuant to its inherent and discretionary authority, the Court does not reach

M&N’s Burford-related arguments.

I. A stay of this case is warranted pursuant to the Colorado River abstention

doctrine.

Under the Supreme Court’s decision in Colorado River, federal courts have the

power to refrain from hearing a case that is duplicative of a pending state proceeding.

Colorado River “rests on a desire for judicial economy, not from constitutional concerns

about federal-state comity, and requires a determination that there exist exceptional

circumstances, the clearest of justifications, that can suffice under Colorado River to

justify the surrender of jurisdiction.” Meyer Nat. Foods, LLC v. C.R. Freeman, No. CIV–

12–1329–D, 2013 WL 5460823, at *4 (W.D. Okla. Sept. 30, 2013) (quoting Rienhardt v.

Kelly, 164 F.3d 1296, 1302 (10th Cir. 1999)) (emphasis in original and internal quotation

marks omitted). At bottom, “Colorado River concerns itself with efficiency and economy,”

with the ultimate goal being the preservation of judicial resources. D.A. Osguthorpe Family

P’ship v. ASC Utah, Inc., 705 F.3d 1223, 1233 (10th Cir. 2013).

A proper Colorado River analysis proceeds in two steps. First, the Court must

determine whether the state and federal proceedings are parallel. Second, if the Court finds

the proceedings are parallel, it must then consider whether “exceptional circumstances”

warrant abstention. The Court addresses each step in turn.

A. The OMVC proceeding and this case are parallel.

Proceedings are parallel if they involve “substantially the same parties” and

“substantially the same issues.” CNSP, Inc. v. City of Santa Fe, 753 F. App’x 584, 588 (10th

Cir. 2018) (quoting Fox v. Maulding, 16 F.3d 1079, 1081 (10th Cir. 1994)). Indeed,

“[p]roceedings may be parallel even if they ‘are far from identical.’” Id. at 589 (quoting

D.A. Osguthorpe Family P’ship, 705 F.3d at 1233).

M&N contends that the OMVC proceeding and this case are parallel because they

“both seek an interpretation and application of Okla. Stat. tit. 47, § 565(B), and involve the

exact same facts.” See M&N Mot. at 11.5 American Honda does not take issue with M&N’s

framing of the two proceedings. Instead, American Honda contends that, because the

OMVC proceeding is before a state administrative or regulatory body as opposed to a state

court, the OMVC proceeding and this case cannot be parallel. See American Honda Resp.

at 17-18.

Upon consideration, the Court finds that the OMVC proceeding and this case are

parallel. American Honda relies on BNSF Railway Co. v. City of Moore, Okla., in which

the district court concluded that a proceeding before a state regulatory body and the case

before it were not parallel. 536 F. Supp. 3d 1225, 1235 (W.D. Okla. 2021). But BNSF

Railway is distinguishable in two key respects.

First, the plaintiff arguing against Colorado River abstention in BNSF Railway

contended that the state administrative agency—the Oklahoma Corporation Commission

5 Citations to the parties’ pleadings reference the ECF file-stamped page number at the top of each

page.

(“OCC”)—was proceeding in a “legislative,” rather than a “judicial,” capacity. See id. The

plaintiff acknowledged that the OCC “sometimes acts in a judicial capacity when

exercising its ‘dispute-settling function.’” Pl.’s Mot. for Reconsideration, BNSF Railway

Co. v. City of Moore, Okla., Case No. CIV-20-714-J [Doc. No. 14] (W.D. Okla. Nov. 20,

2020) at 4 (quoting Monson v. State ex rel. Okla. Corp. Comm’n, 673 P.2d 839, 842 (Okla.

1983)). However, in BNSF Railway, “the OCC’s authority to issue orders regarding railroad

crossings and cost allocations [was] a ‘matter of regulation’—a legislative function.” Id.

(quoting Chicago, R.I. & P.R. Co. v. State, 225 P.2d 363, 368 (Okla. 1950)). Here, although

the parties do not directly address the capacity in which the OMVC proceeds, the Court

concludes it is proceeding in a judicial, rather than a legislative, capacity. Indeed, the

OMVC proceeding will “enforce[] liabilities as they stand on present or past facts,” not

“look[] to the future and change[] existing conditions by making a new rule to be applied

thereafter,” as was the case in BNSF Railway. New Orleans Pub. Serv., Inc., 491 U.S. 350,

370-71 (quoting Prentis v. Atl. Coast Line Co., 211 U.S. 210, 226 (1908)).6

Second, the court’s conclusion in BNSF Railway was premised on the absence of

“any authority . . . applying the Colorado River doctrine when the state proceedings are

occurring within a regulatory body rather than a state district or appellate court.” BNSF

Railway, 536 F. Supp. 3d at 1235. That is no longer the case. In Sour Grapes, LLC v. Vinum

USA, LLC, the court abstained from exercising jurisdiction due to a “parallel administrative

6 The BNSF Railway court did not resolve the legislative vs. judicial dispute because it found that

the defendant “failed to carry its burden regardless of whether the OCC – a state regulatory body

– is acting in a judicial or legislative function.” BNSF Railway, 536 F. Supp. 3d at 1235.

proceeding.” No. 1:22-cv-203-MOC-WCM, 2024 WL 561118, at *2 (W.D.N.C. Feb. 12,

2024). The Sour Grapes court made no distinction between a state administrative

proceeding and a state court proceeding.

Setting aside the distinctions between BNSF Railway and this case, the Court finds

that limiting Colorado River abstention to state court proceedings, as opposed to state

regulatory or administrative proceedings, undermines the purpose of the doctrine and

ignores the reality that administrative and regulatory bodies often operate in a judicial

capacity and with the availability of state-court review. See Groom v. Kawasaki Motors

Corp., U.S.A., 344 F. Supp. 1000, 1002 (W.D. Okla. 1972) (detailing proceedings before

the OMVC and concluding that the OMVC proceeding at issue “was conducted in a judicial

capacity”); see also M&N Mot. at 6 (noting that “timely and adequate state court review

of any OMVC decision is available to American Honda under Oklahoma’s Administrative

Procedures Act” and quoting applicable Oklahoma statutory provisions).7

At its core, Colorado River “rests on a desire for judicial economy, not []

constitutional concerns about federal-state comity . . . .” Rienhardt, 164 F.3d at 1302. As

will be discussed below, this is a case involving a technical question under the Oklahoma

Motor Vehicle Code, its interplay with the Dealer Agreement, and the way in which

American Honda attempts to exercise its right of first refusal. It could very well be argued

7 The Court’s conclusion is supported by the OMVC’s recent order in the OMVC proceeding, in

which it denied in part American Honda’s motion to dismiss the proceeding. See M&N Notice of

Supp. Auth., Ex. 1 [Doc. No. 18-1]. The OMVC concluded that it has the authority to determine

whether it should “fine, suspend, or revoke [American] Honda’s license for its actions surrounding

the proposed buy/sell of M&N Dealerships, including those actions related to the exercise of its

Right of First Refusal.” Id. at 9.

that the OMVC, due to its expertise and the public policy concerns at issue, is particularly

well-situated to answer such questions.8 In sum, the Court finds the distinction between a

state court and state administrative or regulatory proceeding unpersuasive in a case

involving an administrative body with expertise that proceeds in a judicial capacity. This

case and the OMVC proceeding are, therefore, parallel.

B. Exceptional circumstances warrant abstention.

Having found that the OMVC proceeding and this case are parallel, the Court turns

its analysis to whether “exceptional circumstances” warrant abstention. The Tenth Circuit

has set forth eight factors courts should consider in determining whether “exceptional

circumstances” exist:

1. the possibility that one of the two courts has exercised jurisdiction over

property

2. the inconvenience from litigating in the federal forum

3. the avoidance of piecemeal litigation

8 On this point, the Court notes the absence of any judicial guidance on the scope and operation of

§ 565(B) under circumstances like the present. In fact, the Court’s own Westlaw search revealed

no judicial decisions even citing (not to mention providing any sort of in-depth analysis of) §

565(B). As M&N discusses in its Motion, “[t]he exercise of the right of first refusal here, including

whether American Honda’s actions constitute dishonest, unreasonable, or unfair dealing, is an

unresolved question of state law bearing on important public policy and complex matters of

statewide concern in need of a coherent application.” M&N Mot. at 8; see also M&N Notice of

Supp. Auth., Ex. 1 at 4 (“More specifically, the law is silent regarding whether a licensed

manufacturer exercising the Right of First Refusal to purchase a dealership holding its franchise

may also purchase the assets and associated real property of dealerships for franchises different

than that of the purchasing manufacturer.”). Under these circumstances, the Court finds that

allowing the OMVC and Oklahoma state courts the first chance to opine on a state statute that is

“importan[t] to the health, safety and welfare of [Oklahoma’s] citizens” is the most prudent course

of action. See Semke v. State ex rel. Okla. Motor Vehicle Comm’n, 465 P.2d 441, 445-46 (Okla.

1970).

4. the sequence in which the courts obtained jurisdiction

5. the “vexatious or reactive nature” of either case

6. the applicability of federal law

7. the potential for the state-court action to provide an effective remedy for

the federal plaintiff

8. the possibility of forum shopping.

Wakaya Perfection, LLC v. Youngevity Int’l, Inc., 910 F.3d 1118, 1121-22 (10th Cir. 2018)

(citing Fox, 16 F.3d at 1082). This eight-factor list is not a “mechanical checklist,” but

instead “[t]he weight to be given to any one factor may vary greatly from case to case,

depending on the particular setting of the case.” Fox, 16 F.3d at 1082 (quoting Moses H.

Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 16 (1983)). And “[n]o single

factor is dispositive.” Id.

The parties appear to agree that factors one, two, five, and eight are either

inapplicable or do not favor one party over the other. The Court agrees and, therefore,

addresses factors three, four, six, and seven in turn.

1. Factor Three: The avoidance of piecemeal litigation

The avoidance of piecemeal litigation “is at the core of the Colorado River

doctrine.” D.A. Osguthorpe Family P’ship, 705 F.3d at 1233. Piecemeal litigation “occurs

when different tribunals consider the same issue, thereby duplicating efforts and possibly

reaching different results.” Northstar Mgmt., Inc., 2022 WL 20814864, at *3 (quoting THI

of N.M. at Hobbs Ctr., LLC v. Patton, 851 F. Supp. 2d 1281, 1290 (D.N.M. 2011)).

“Concerns about piecemeal litigation should focus on the implications and practical effects

of litigating suits deriving from the same transaction in two separate fora.” Id.

Upon consideration, the Court finds this factor weighs in favor of abstention. The

possibility of piecemeal litigation in this case, and thus differing results based on the same

transaction, is real. It is certainly possible that the OMVC and this Court may reach

differing interpretations of the Dealer Agreement and § 565(B). Such a result would lead

to conflicting rights and obligations and, importantly, would inject more confusion into a

situation needing clarity.9

2. Factor Four: The sequence in which the tribunals obtained

jurisdiction

American Honda filed this case shortly before M&N initiated the OMVC

proceeding, but “the proceedings were [commenced] at virtually the same time.” Id. at *4.

Further, the proceedings are at nearly identical stages. See id. Although American Honda

seems to argue that this factor is “not at issue,” see American Honda Resp. at 19, the Court

disagrees. Here, “where the parties and claims are substantially identical, the Court deems

this factor to weigh in favor of” abstention. Id.

3. Factor Six: The applicability of federal law

The parties do not directly address this factor, but, to complete a thorough analysis,

the Court will do so. In this case, American Honda seeks a declaratory judgment setting

9 American Honda argues this case is far more expansive than the OMVC proceeding, as the

Complaint here includes two breach of contract claims—one seeking specific performance and

one for damages—on top of its request for a declaratory judgment. However, the Court agrees with

M&N that the contract claims appear wholly dependent on the adoption of American Honda’s

advanced interpretation of the Dealer Agreement and § 565(B). If, as M&N argues, American

Honda’s exercising its right of first refusal in this case runs afoul of § 565, its contract claims

necessarily fail. As M&N notes, “the question is whether American Honda can force a separate

sale of the 6th Avenue Honda dealership, leaving [M&N] with two dealerships worth substantially

less.” See M&N Reply at 2.

forth the parties’ respective rights and obligations under the Dealer Agreement and Okla.

Stat. tit. 47, § 565(B). American Honda also brings two breach of contract claims—one

seeking specific performance and one seeking damages. State law governs interpretation

of the Dealer Agreement and the parties’ rights and obligations under Okla. Stat. tit. 47, §

565(B), as well as American Honda’s secondary contract claims. Therefore, this factor

weighs in favor of abstention.

4. Factor Seven: The potential for the OMVC proceeding to provide

an effective remedy for the federal plaintiff

American Honda contends this action is “more expansive” than the OMVC

proceeding because the OMVC has no authority to “award damages” or “award specific

performance as requested by American Honda.” American Honda Resp. at 20. Further,

American Honda argues that M&N’s claim that this dispute is only “an interpretation of

the Motor Vehicle Act is simply incorrect,” as the “principal question at issue here—

whether [M&N] can thwart [American Honda’s statutory right of first refusal] by

attempting to sell its dealership as part of a package deal—is not one of those enumerated

conditions [in Okla. Stat. tit. 47, § 565(B)] and is not addressed in the statute at all.” Id.

M&N, on the other hand, argues that this case is not more expansive than the OMVC

proceeding “just because American Honda included claims for injunctive relief and

damages.” M&N Reply at 10. Instead, M&N continues, those are “contingent issues

resolved in the wake of the [right of first refusal] question. Everything becomes res judicata

after the determination of whether American Honda has properly exercised its [right of first

refusal].” Id. Last, M&N contends that the question of “whether American Honda’s attempt

to separate the Honda dealership from the Hyundai and CDJR dealerships is a materially

different agreement than M&N [] accepted [] is within the [right of first refusal] provision

in the Motor Vehicle Code.” Id. (citing Okla. Stat. tit. 47, § 565(B)(2)).

Upon consideration, the Court finds that the OMVC proceeding provides an

effective remedy for American Honda. This dispute, at its core, hinges on whether

American Honda has exercised its right of first refusal in compliance with Okla. Stat. tit.

47, § 565(B). American Honda frames the dispute as follows: “This action involves a

narrow question of law involving American Honda’s rights under an express contractual

right of refusal.” Compl., ¶ 5. But American Honda’s exercise of its right of first refusal

contained in the Dealer Agreement must comport with Okla. Stat. tit. 47, § 565.

Determining whether American Honda may exercise its right of first refusal by separating

6th Avenue Honda from the package that M&N agreed to will, by and large, resolve this

case. The Court is confident that, should any ancillary issues remain, they may be resolved

in an efficient manner. Therefore, this factor weighs in favor of abstention.

5. Balance of the factors

“Of paramount importance to the Court is the need to avoid piecemeal litigation.”

Northstar Mgmt., Inc., 2022 WL 20814864, at *4. Upon weighing the relevant factors set

forth in Wakaya Perfection, LLC, the Court concludes the factors weigh in favor of

abstention.

II. Alternatively, even if abstention were improper pursuant to Colorado River, the

Court would stay this case pursuant to its inherent discretion.

Even if abstention were improper pursuant to Colorado River, the Court would

exercise its inherent discretion to stay this case. See id. at *5; see also Kimery v. Broken

Arrow Pub. Schs., No. 11-CV-0249-CVE-PJC, 2011 WL 2912696, at *4 (N.D. Okla. July

18, 2011) (“In addition to abstention doctrines, district courts also have a more general

discretion to defer proceedings pending an outcome in another forum.”); Cantu Servs., Inc.,

2016 WL 11248521, at *4 n.7 (“[T]he Court finds that if Colorado River proves to be

inapplicable, in exercising its discretion and inherent power, it would stay these

proceedings pending a decision on the consolidated appeal.”). Colorado River aside, the

Court finds that the prudent course of action is to stay this case until the OMVC proceeding

has been fully and finally adjudicated. The Court sees no reason for the parties to expend

time and resources litigating this matter while the OMVC—a body that possesses

specialized expertise—is simultaneously considering the same issues. Therefore, even if

abstention were improper under Colorado River, the Court exercises its inherent discretion

to stay this case pending final resolution of the OMVC proceeding.10

10 Although only briefly mentioned by M&N in a footnote, see M&N Mot. at 8 n.3, this reasoning

also supports application of the primary jurisdiction doctrine. See Distrigas of Mass. Corp. v.

Boston Gas Co., 693 F.2d 1113, 1117 (1st Cir. 1982) (invoking the primary jurisdiction doctrine

sua sponte and noting that its invocation is not waived by failure of the parties to argue it). The

purpose of the primary jurisdiction doctrine is “‘to allow an agency to pass on issues within its

particular area of expertise before returning jurisdiction to the federal district court for final

resolution of the case.’” See TON Services, Inc. v. Qwest Corp., 493 F.3d 1225, 1238 (10th Cir.

2007) (quoting Crystal Clear Commc’ns, Inc. v. Southwestern Bell Tel. Co., 415 F.3d 1171, 1179

(10th Cir. 2005)). Within the Tenth Circuit, a district court may properly invoke the doctrine of

primary jurisdiction if “the issues of fact in the case: (1) are not within the conventional experience

of judges; (2) require the exercise of administrative discretion; or (3) require uniformity and

consistency in the regulation of the business entrusted to the particular agency.” See id. at 1239

CONCLUSION

For these reasons, M&N’s Motion to Dismiss or Stay [Doc. No. 10] is GRANTED

IN PART and DENIED IN PART. Specifically, the Court declines to dismiss this case

pursuant to Burford but will instead abstain pursuant to Colorado River. Alternatively, even

if abstention were improper pursuant to Colorado River, the Court would exercise its

inherent discretionary authority to stay this case pending a final resolution in the OMVC

proceeding.

IT IS THEREFORE ORDERED that this case is STAYED until the OMVC

proceeding is fully and finally adjudicated. The Clerk of Court is directed to

administratively close this case until further order of the Court.

IT IS FURTHER ORDERED that the parties shall file a joint notice with the Court

within 21 days of the OMVC proceeding being fully and finally adjudicated so that a

determination can be made as to what issues, if any, remain for consideration in this case.

(internal quotation omitted). The decision to invoke the doctrine is discretionary, and should be

made on a case-by-case basis after considering “whether ‘the reasons for the existence of the

doctrine are present and whether the purposes it serves (i.e., uniformity and resort to administrative

expertise) will be aided by its application in the particular litigation.’” See id. (quoting United

States v. W. Pac. R.R., 352 U.S. 59, 64 (1956)).

Here, the adjudication of American Honda’s claims necessarily involves interpretation and

application of Okla. Stat. tit. 47, § 565(B)—tasks for which the OMVC (and, more accurately, its

staff and administrative law judges) has experience and expertise. Moreover, the OMVC may “be

instrumental in providing the detailed factual analysis and findings that this Court is ill-equipped

to perform in the context of a civil action for damages.” Cimarron Tele. Co., Inc. v. Sw. Bell Tele.

Co., No. CIV-11-884-D, 2012 WL 3679317, at *3 (W.D. Okla. Aug. 27, 2012). Therefore, as

another alternative basis to stay the case pending final resolution of the OMVC proceedings, the

Court finds that “the purposes served by the doctrine of primary jurisdiction – uniformity and

resort to agency expertise – warrant the application of the doctrine under the circumstances.” Id.

Alternatively, American Honda may file a notice of dismissal pursuant to Fed. R. Civ. P.

41(a)(1)(A)(i) or a stipulation of dismissal pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii).

IT IS SO ORDERED this 25" day of July, 2024.

\ by Q QP:

TIMOTHY D. DeGIUSTI

Chief United States District Judge

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