# Opinion

> District Court, N.D. Ohio · December 30, 2025

URL: https://www.frixlaw.com/law-library/cases/11233469

## Case

- **Full name:** MD Auto Group, LLC v. Nissan North America, Inc.
- **Court:** District Court, N.D. Ohio
- **Decided:** December 30, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11233469

## How later opinions describe it (automated extraction)

- holding evidence presented as insufficient to determine whether separate franchises existed on a motion to dismiss converted to a motion for summary judgment
- affirming denial of summary judgment on fiduciary duty claim because it was not a “rare instance” where a confidential relationship gave rise to a fiduciary duty

## Opinion text

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION

) CASE NO. 1:21-CV-1584
MD AUTO GROUP, LLC, )
) JUDGE CHARLES E. FLEMING
Plaintiff, )
) MEMORANDUM OPINION
v. ) AND ORDER
)
NISSAN NORTH AMERICA, INC., )
)
Defendant. )

Before the Court is Defendant Nissan North America, Inc.’s (“Defendant”) motion for
summary judgment against Plaintiff MD Auto Group, LLC (“Plaintiff”) on all counts of Plaintiff’s
complaint (“Complaint”). (ECF No. 1; ECF No. 72). Also pending is Plaintiff’s amended motion
for summary judgment on counts one and two of its Complaint. (ECF No. 1-2, PageID #14–20;
ECF No. 77). For the reasons below, Defendant’s motion for summary judgment is GRANTED
as to all counts and Plaintiff’s amended motion for summary judgment on counts one and two is
DENIED.
I. FACTUAL BACKGROUND
Plaintiff is a franchisee-dealer of vehicles as defined by O.R.C. § 4517.01(K) and (V) in
the Ohio Motor Vehicle Dealer Act, codified in Chapter 4517 of the Ohio Revised Code
(“OMVDA”). (ECF No. 1-2, PageID #8; ECF No. 11, PageID #55). Plaintiff operates a Nissan
dealership located in Sheffield, Ohio. Defendant is a franchisor-manufacturer of vehicles as
defined by O.R.C. § 4517.01(Q) and (W) of the OMVDA. (Id.). Defendant distributes Nissan
motor vehicles, parts, and accessories in the United States through authorized dealers. (ECF No.
72-1, PageID #1550). Defendant requires dealerships be “Business Certified Dealers” to sell
certain commercial vehicles. (Id. at PageID #1551; ECF No. 77, PageID #2059). In 2010, under
prior ownership, the Nissan dealership at issue became a Business Certified Dealer. (ECF No. 72-
1, PageID #1551; ECF No. 72-7, PageID #1594–99). To qualify as a Business Certified Dealer,
dealerships were required to have, among other things, two dedicated service bays, a 12,000-pound
lift, and a dedicated Commercial Vehicle Accounts Manager (“CVAM”). (ECF No. 72-1, PageID

#1551; ECF No. 72-7; ECF No. 77, PageID #2060). Defendant required the interested dealerships
to engage in a five-step process called the “LCV Business Certified Sign-Up Process.” (ECF No.
73-11; ECF No. 77, PageID #2064). The process involved: (1) “Dealer Inquiry,” (2) “Regional
Approval,” (3) “Facility Validation,” (4) “Agreement Execution,” and (5) “Dealer Activation.”
(Id.). Business Certified Dealers executed a Nissan Commercial Vehicles Dealer Participation
Agreement. (ECF No. 84-12). The Nissan dealership’s prior owner executed a Nissan
Commercial Vehicles Dealer Participation Agreement in 2010 and became qualified to sell certain
Nissan vehicles. (ECF No. 72-1, PageID #1551; ECF No. 72-7; ECF No. 84, PageID #2214).
In 2014, Plaintiff purchased an existing Nissan dealership and Defendant authorized

Plaintiff as a Nissan motor vehicle dealer. (ECF No. 72-1, PageID #1552; ECF No. 72-7, PageID
#1594–99; ECF No. 72-9, PageID #1603; ECF No. 84, PageID #2212–13). The parties do not
dispute that all operational requirements to become a Business Certified Dealer were met when
Plaintiff purchased the dealership. (ECF No. 72-1, PageID #1551; ECF No. 72-7, PageID #1594–
99; ECF No. 72-16, PageID #1687). Plaintiff and Defendant did not execute a Nissan Commercial
Vehicles Dealer Participation Agreement. (ECF No. 72-1, PageID #1554).
On May 30, 2017, the parties entered a renewed Dealer Sales and Service Agreement
(“DSSA”) to allow Plaintiff to continue operating as a Nissan motor vehicle dealer. (ECF No. 72-
1, PageID #1552; ECF No. 84, PageID #2212–13). The DSSA “sets forth: the rights which Dealer
will enjoy as an Authorized Nissan Dealer; the responsibilities which Dealer assumes in
consideration of its receipt of these rights; and the respective conditions, rights and obligations of
Seller and Dealer that apply to Seller’s grant to Dealer of such rights and Dealer’s assumption of
such responsibilities.” (ECF No. 72-12, PageID #1640; ECF No. 84-6, PageID #2273). Article
Fifth of the DSSA incorporates the Dealer Sales and Service Agreement Standard Provisions

(“Standard Provisions”) (collectively, the “Dealer Agreement”). (ECF No. 72-1, PageID #1552;
ECF No. 72-9, PageID #1607; ECF No. 72-12, PageID #1641; ECF No. 77, PageID #2058). The
Standard Provisions outline key terms, definitions, and obligations of the parties. (See ECF No.
72-14).
Pursuant to the Dealer Agreement, Defendant issued to Plaintiff a document titled “Product
Addendum to Nissan Sales and Service Agreement” in April 2014 (the “Product Addendum”).1
(ECF No. 72-1, PageID #1553; ECF No. 72-3, PageID #1579; ECF No. 77, PageID #2058). The
Product Addendum authorized Plaintiff to purchase for resale several Nissan Cars and Nissan
Trucks as defined in the Standard Provisions, including the NV200 at issue in this case. (ECF No.

72-3, PageID #1579). The Product Addendum stated that it “shall remain in effect unless and until
superseded by a new Product Addendum” and canceled and superseded any previous Product
Addendum, except for specified supplemental addenda, including “the supplemental NCV Product
Addendum issued to a limited number of certified Nissan Commercial Vehicle Dealers.” (Id.).
Also pursuant to the Dealer Agreement, Defendant issued to Plaintiff a document titled

1 The Standard Provisions define a Product Addendum to “mean the Product Addendum issued by Seller to Dealer
which specifies those Nissan Vehicles which shall be offered for sale by Seller to Dealer for resale.” (ECF No. 72-14,
PageID #1651). The Product Addendum definition further states that “[s]eller reserves the right, in its sole discretion,
to issue new, superseding Product Addenda to Dealer from time to time.” (Id.). Section 1.D defines “Nissan Vehicles”
as “Nissan Cars and Nissan Trucks.” (Id.). Section 1.B defines “Nissan Cars” as “the new passenger cars specified
in the current Product Addendum.” (Id.). Section 1.C defines “Nissan Trucks” as “the new trucks, cabs and chassis,
utility vehicles, buses, or vans specified in the current Product Addendum.” (Id.).
“Supplemental Product Addendum to Nissan Sales and Service Agreement” in August 2014 (the
“Supplemental Product Addendum”). (ECF No. 72-4, PageID #1580-81; ECF No. 77, PageID
#2060). The Supplemental Product Addendum authorized Plaintiff to purchase for resale the NV
Cargo and NV Passenger vehicles, in addition to the NV200 identified in the Product Addendum
(collectively, the “NV vehicles”).2 (ECF No. 72-4, PageID #1581; ECF No. 73-18, PageID

#1835).
On October 9, 2020, Defendant sent a letter to Plaintiff and other dealers stating in “mid-
2021, North American production of the [NV vehicles] vans will end.” (ECF No. 72-1, PageID
#1555; ECF No. 72-17, PageID #1690; ECF No. 77, PageID #2083). Defendant believed the NV
vehicles “had reached the end of their life-cycle” due to a lack of technology required to comply
with evolving regulatory requirements, including safety and emission control systems, and were
no longer competitive in the market given the vehicles negative operating profit. (ECF No. 72-1,
PageID #1555; ECF No. 72-6, PageID #1588–89; ECF No. 73-25, PageID #1976).3 Defendant no
longer manufactures any vans in North America. (ECF No. 73-23, PageID #1899).

On November 20, 2020, Defendant provided a “one time allocation” to certain dealers titled
“Nissan NV Final Dealer Allocation Formula” to provide financial assistance with the transition.
(ECF No. 72-1, PageID #1555; ECF No. 72-18, PageID #1692; ECF No. 77, PageID #2083).
Plaintiff declined. (ECF No. 77, PageID #2083). Since Defendant discontinued the NV vehicles,

2 The NV200 vehicle was included in the Product Addendum provided to all retail Nissan dealerships. (ECF No. 72-
3, PageID #1579; ECF No. 73-24, PageID #1943–44). The NV Passenger and NV Cargo vehicles were included in
the Supplemental Product Addendum issued to Business Certified Dealers. (ECF No. 72-4, PageID #1580–81; ECF
No. 73-24, PageID #1943–44).

3 Plaintiff points to the fact that Defendant’s representative prepared an internal June 2020 business case study titled
“NV/NV200 MY22 Proposal” that recommended the NV vehicles continue to be sold. (ECF No. 91, PageID
#2555). This is not dispositive of the issue as to whether the NV vehicles were profitable. Despite a marginal profit,
the vans ultimately became a sunk cost and failed to meet performance expectations. (Id.). The NV vehicles annual
operating costs remained negative. (Id.).
Plaintiff continues to provide warranty service on the vehicles and has not made any changes to its
facility because of the discontinuance. (ECF No. 72-9, PageID #1610). Plaintiff does not possess
any unsold NV vehicles. (ECF No. 72-9, PageID #1611). Plaintiff remains active in the
commercial vehicle market. (ECF No. 72-16, PageID #1688).
II. PROCEDURAL HISTORY

On July 9, 2021, Plaintiff filed a Complaint against Defendant for violations of the
OMVDA, declaratory judgment, breach of contract, and breach of fiduciary duty in the Lorain
County Court of Common Pleas. (ECF No. 1-2, PageID #8–24). Defendant removed the case to
this Court on August 13, 2021 under 28 U.S.C. § 1332. (Id. at PageID #1). Defendant filed an
answer on August 20, 2021. (ECF No. 11).
On June 9, 2023, Defendant moved for summary judgment on all claims. (ECF No. 72).
On the same date, Plaintiff moved for partial summary judgment on counts one and two. (ECF
No. 73). On July 3, 2023, Plaintiff filed an amended motion for summary judgment. (ECF No.
77). On July 6, 2023, Plaintiff filed an unopposed motion to stay the case until August 7, 2023.

(ECF No. 78). The case was stayed. (Order [non-document] dated 7/10/2023). On August 9,
2023, Plaintiff opposed Defendant’s motion for summary judgment. (ECF No. 84). On the same
date, Defendant opposed Plaintiff’s motion for partial summary judgment. (ECF No. 83). On
August 23, 2023, both parties replied in support of their respective motions for summary judgment.
(ECF Nos. 91, 92). On September 6, 2024, Plaintiff filed a notice of supplemental authority.
(ECF No. 105). Defendant responded to that supplemental authority on September 10, 2024. (ECF
No. 106).
III. LEGAL STANDARD
Summary judgment is proper if “the movant shows that there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a).
A dispute is genuine if it is “based on evidence upon which a reasonable jury could return a verdict

in favor of the non-moving party.” Henderson v. Walled Lake Consol. Schools, 469 F.3d 479, 487
(6th Cir. 2006). A fact is material if “its resolution might affect the outcome of the suit under the
governing substantive law.” Id. The moving party bears the burden of showing that no genuine
issues of material fact exist. Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986). The court views
the facts and draws all reasonable inferences in favor of the non-moving party. Pittman v. Experian
Info. Solutions, Inc., 901 F.3d 619, 628 (6th Cir. 2018). Once the moving party satisfies its burden,
the burden shifts to the non-moving party to produce evidence that demonstrates that there is a
genuine dispute of material fact for trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257
(1986).

IV. DISCUSSION
A. Count 1 – Violations of O.R.C. §§ 5147.541 & 4517.59(A)(1)
Plaintiff alleges two violations of the OMVDA in count one of the Complaint. First,
Plaintiff alleges Defendant violated O.R.C. § 4517.541, which governs notice requirements when
a franchise is terminated. (ECF No. 1-2, PageID #14–18). Second, Plaintiff argues that Defendant
violated O.R.C. § 4517.59(A)(1) by failing to act in good faith when the franchise was terminated.
(Id. at PageID #18–19). The Court will address each alleged violation in turn.
1. Notice – O.R.C. § 4517.541
Plaintiff’s principal argument is that Defendant violated O.R.C. § 5147.541 because it
discontinued the NV vehicles without providing 12 months’ advance notice under O.R.C. §
4517.541. (ECF No. 77, PageID #2080). Plaintiff heavily relies on the remedial nature of Chapter
4517 to argue that O.R.C. § 4517.541, titled “termination of a franchise; notice,” defines “franchise
termination” as the discontinuance of a line-make. (ECF No. 77, PageID #2075; ECF No. 91,
PageID #2557). In Plaintiff’s motion for summary judgment, Plaintiff argues that the NV vehicles

constituted a “line-make” as defined in O.R.C. § 4517.542(J)(2) because the NV vehicles were a
collection of models, series, or a group of vehicles (i.e., vans). (ECF No. 77, PageID #2078).
Plaintiff submits the declaration of its expert, Patrick L. Anderson, whom Plaintiff alleges
“expressly demonstrate[s] how Nissan and the industry standard categorize the [NV vehicles] as
its own line-make[.]” (Id. at PageID #2069).
Plaintiff acknowledges that a franchise is separately defined in O.R.C. § 4517.01(U) but
argues that the “franchise termination” definition in O.R.C. § 4517.541 is a more specific
definition of a franchise that only requires the discontinuation of a line-make. (ECF No. 84,
PageID #2219). Plaintiff argues that the Supplemental Product Addendum created a separate

franchise in the NV vehicles as a matter of law. (ECF No. 77, PageID #2078; ECF No. 91, PageID
#2560). Plaintiff sets forth the definition of a line-make and argues that the Supplemental Product
Addendum is offered separately from the Product Addendum, thereby constituting both a line-
make and a franchise under the OMVDA. (Id. at PageID #2557–58).
Defendant disputes Plaintiff’s interpretation, asserting that Plaintiff “conflates the statutory
terms ‘franchise’ and ‘line-make’ and argues that [the NV vehicles] somehow constituted their
own ‘line-make’ so that the discontinuation of the [NV vehicles] resulted in the termination of a
‘franchise.’” (ECF No. 83, PageID #2111; ECF No. 92, PageID #2588–89). Defendant asserts
that a “franchise” and “line-make” hold different meanings under the OMVDA, and only if the
discontinuance of the sale of a line-make, series, brand, or class of vehicles results in the
termination of a franchise are its obligations under the OMVDA triggered. (ECF No. 92, PageID
#2589).
Defendant rejects Plaintiff’s interpretation that O.R.C. § 4517.541 is a “termination
provision” applicable to any discontinued line-make. (ECF No. 92, PageID #2589). Defendant

points to the definition of a franchise as defined at O.R.C. § 4517.01(U). (Id.). Based on that
definition, Defendant argues that, even absent the NV vehicles, Plaintiff still holds a franchise as
an authorized Nissan dealer under the Dealer Agreement. (ECF No. 72-1, PageID #1550, 1556;
ECF No. 83, PageID #2111; ECF No. 92, PageID #2588). Defendant further argues that the Court
need not determine whether the NV vehicles were a line-make because the language of O.R.C. §
4517.541 requires that a franchise exist and not solely that a line-make is discontinued. (ECF No.
92, PageID #2596; ECF No. 83, PageID #2111). Thus, Defendant asserts that the OMVDA did
not require that Defendant give Plaintiff 12-months’ notice before its discontinuance of the NV
vehicles. (Id. at PageID #2120).

a. The Plain Meaning of Section 4517.541
To determine whether Defendant violated O.R.C. § 4517.541, the Court must first
determine whether it applies to the termination, cancelation, discontinuance, or non-renewal of a
franchise, a line-make, or both. To do so, the Court must interpret O.R.C. § 4517.541. This case
presents a matter of first impression for this Court. The Court did not locate any Ohio courts
interpreting O.R.C. § 4517.541 on this issue, nor has Plaintiff or Defendant cited any case
authority.
Statutory interpretation is a matter of law. United States v. Dedman, 527 F.3d 577, 584 (6th
Cir. 2008). In interpreting an Ohio statute, this Court must make the “best prediction, even in the
absence of direct state precedent, of what the [state] Supreme Court would do if it were confronted
with [the] question.” Fackler v. Greenland Acquisition Co., No. 21-5989, 2023 WL 5955849, at
*6 (6th Cir. Sept. 13, 2023) (citing Combs v. Int’l Ins. Co., 354 F.3d 568, 577 (6th Cir. 2004)
(citations omitted)). To make its prediction, the Court’s paramount concern is the legislature’s
intent in enacting the statute. State ex rel. Steele v. Morrissey, 815 N.E.2d 1107, 1111 (2004).

Chapter 4517 of the Ohio Revised Code governs the relationship between motor vehicle
manufacturers and motor vehicle dealers that have entered into a franchise agreement. Gen.
Motors, LLC v. AutoSmart Chevrolet, Inc., 259 N.E.3d 686, 690 (Ohio Ct. App. 2024). It is true
that Chapter 4517 “is remedial … to be liberally construed to promote said remedies and means.”
Earl Evans Chevrolet, Inc. v. Gen. Motors Corp., 598 N.E.2d 1187, 1193 (1991); Franklin Park
Lincoln-Mercury, Inc. v. Ford Motor Co., 530 F. App’x 542, 549 (6th Cir. 2013); Kings Dodge,
Inc. v. Chrysler Grp., LLC, No. 1:12-CV-445, 2013 WL 6198307, at *9 (S.D. Ohio Nov. 27, 2013),
aff’d, 595 F. App’x 530 (6th Cir. 2014). Even so, the Court’s obligation to give effect to the
legislature’s chosen words without adding or deleting from the statutory language remains.

Columbia Gas Transmission Corp. v. Levin, 882 N.E.2d 400, 406 (Ohio 2008). The remedial
nature of Chapter 4517 “do[es] not allow [the Court] to alter the conventional meaning of a
statute’s terms” because “[g]iving effect to a statute’s language is usually the best way to promote
its object.” Sims Buick-GMC Truck, Inc. v. Gen. Motors LLC, 876 F.3d 182, 189 (6th Cir. 2017)
(citations omitted) (analyzing O.R.C. § 4517.59).
The Court must “determine whether the language at issue has a plain and unambiguous
meaning with regard to the particular dispute in the case.” Robinson v. Shell Oil Co., 519 U.S. 337,
340 (1997). “Where the language of a statute is clear and unambiguous, it is the duty of the court
to enforce the statute as written, making neither additions to the statute nor subtractions
therefrom.” Hubbard v. Canton City Sch. Bd. of Educ., 780 N.E.2d 543, 546 (Ohio 2002); see also
Kings Dodge, Inc., 2013 WL 6198307, at *10 (interpreting the plain language of the OMVDA to
refrain from reading omitted language).
Statutes are to be construed as a whole to “give effect to every word and clause in it.” State
ex rel. Myers v. Bd. of Educ. of Rural Sch. Dist. of Spencer Twp. Lucas Cnty., 116 N.E. 516, 517

(Ohio 1917). Statutory interpretation requires that “words in statutes should not be construed to
be redundant, nor should any words be ignored.” E. Ohio Gas Co. v. Pub. Util. Comm., 530 N.E.2d
875, 879 (Ohio 1988). “No part should be treated as superfluous unless that is manifestly required,
and the [C]ourt should avoid that construction which renders a provision meaningless or
inoperative.” State ex rel. Myers, 116 N.E. 516 at 517.
The plain language of O.R.C. § 4517.541 requires the existence of a franchise and does not
necessarily require the existence of a line-make. O.R.C. § 4517.541 states:
(A) Each franchisor proposing to terminate, cancel, discontinue, or not renew a
franchise based upon any of the following shall send written notice by certified
mail of the proposed action to the franchisee at such time as may be necessary
to ensure that the notice is received not later than twelve months before the
effective date of the proposed action, unless prohibited by law or regulation:

***

(3) Discontinuance of the sale of a line-make, series, brand or class of vehicles
or a change in distribution system by the manufacturer, whether through a
change in distributors or the manufacturer’s decision to cease conducting
business through a distributor altogether.
Based on the literal reading of O.R.C. § 4517.541, the statute requires that a franchise exist
and, in addition, that at least one of the circumstances enumerated in divisions (A)(1)-(3) be
present. The statutory text expressly states that a “franchisor proposing to terminate, cancel, or
not renew a franchise based upon any of the following shall send written notice … to ensure that
the notice is received not later than twelve months before the effective date of the proposed action.”
O.R.C. § 4517.541(A). Although divisions (A)(1)-(3) identify the specific conditions that trigger
the 12 months’ notice requirement, the existence of a franchise is independently required for each
circumstance. Thus, before considering any of the specific conditions under divisions (A)(1)-(3),
the Court must determine whether a franchise exists. See Volvo GM Heavy Truck Corp. v. Key
GMC Truck Sales, Inc., 773 F. Supp. 1033, 1040 (S.D. Ohio 1991) (“To prove [a violation of the

OMVDA for cancelation of a Heavy-Duty Truck Addendum], [Plaintiff] must show, first, that the
[Addendum] is a “franchise” … and second, that the franchise was terminated without good
cause.”). Only if a franchise exists will the Court determine whether the NV vehicles constituted
a line-make under O.R.C. § 4517.541(A)(3) to warrant the 12 months’ notice requirement.
The Court is not persuaded by Plaintiff’s arguments. Plaintiff argues that O.R.C. §
4517.541(A)(3) operates as a
specific definition of a franchise, such that the NV vehicles “line-make” constitutes a franchise.
(ECF No 84, PageID #2218). Plaintiff relies on the rules of statutory interpretation and states that
“the law requires when there is a conflict between a general statute and a more precise statute, the

more precise statute should govern.” (Id.). The Court disagrees. There is no conflict between
O.R.C. §§ 4517.01(U) and 4517.541(A)(3). In fact, O.R.C. § 4517.01 expressly provides that its
definitions, including the definition of a franchise set forth at Section 4517.01(U), applies to
“sections 4517.01 to 4517.64” of the OMVDA. O.R.C. § 4517.01. Plaintiff’s argument that a
line-make constitutes a franchise would improperly render the word “franchise” in O.R.C. §
4517.541 superfluous and inoperative. See State ex rel. Myers, 116 N.E. 516 at 517.
Therefore, given that O.R.C. § 4517.541 independently requires the existence of a
franchise, the Court first addresses whether a franchise existed in the NV vehicles to determine
whether Defendant was required to provide 12-months’ notice to Plaintiff before their
discontinuation.4
b. Existence of a Franchise Under O.R.C. § 4517.01(U)
Plaintiff argues that it held a separate franchise in the NV vehicles which was terminated
without proper notice under O.R.C. § 4517.541. (ECF No. 77, PageID #2058). In Plaintiff’s view,
it held a franchise in the NV200 and other vehicles identified in the Product Addendum, and

another separate franchise in the NV Passenger and NV Cargo vehicles identified in the
Supplemental Product Addendum. (ECF No. 77, PageID #2068). Plaintiff bases its position on
its status as a Business Certified Dealer. (Id. at PageID #2081). Plaintiff explains that Business
Certified Dealers were subject to certain requirements, including, among other things, two
dedicated service bays, a 12,000-pound lift, and a dedicated CVAM. (Id. at PageID #2060).
Plaintiff cites Arthur Glick Truck Sales, Inc. v. Gen. Motors Corp. 865 F.2d 494 (2d Cir.
1989) in its opposition to Defendant’s motion for summary judgment. Plaintiff relies on Glick for
the proposition that whether a line of vehicles may constitute a separate franchise need not be
determined on summary judgment. Id. at 497–98. In Glick, the court, having converted a motion

to dismiss into a motion for summary judgment, held that the plaintiff-dealer was entitled to
discovery and trial if necessary to determine whether the heavy-duty truck line was a separate
franchise. Id. at 497. The Court instructed the determination to be based on: (1) the attributes of
a franchise under New York’s Franchised Motor Vehicle Dealer Act, including whether there is a

4 The Court limits its analysis of whether a franchise existed to the written documents between the parties. Plaintiff
relies on Car Bus., Inc. v. Fleetwood Motor Homes of Indiana, Inc., 492 N.E.2d 488 (Ohio Ct. App. 1985) to argue
that a franchise may be created by oral understanding under the OMVDA, which includes “any written agreement,
contract, or understanding.” The Court disagrees. O.R.C. § 4517.63 states: “All actions of the franchisor … with
respect to the creation, modification, interpretation, or termination of the franchise, or failure to renew or extend the
franchise … shall be in writing and signed by the authorized representative of the franchisor.” The Ohio Motor
Vehicle Dealers Board expressly disagreed with Car Business and held that, under O.R.C. § 4517.63, any agreement,
contract, or understanding must be written. See Camper Care, Inc. v. Forest River, Inc., Report and
Recommendation, Case No. 05-08-MVDB-311-D, at 5 (Aug. 24, 2006). The Court gives deference to the Ohio
Motor Vehicle Dealers Board and agrees that O.R.C. § 4517.63 requires a franchise be created by written agreement,
contract, or understanding, and not orally.
community of interest in marketing of the trucks, and (2) the fact that GMC did not fully withdraw
from the heavy-duty truck business and retained a percentage of control of the joint venture. Id.
The court began its analysis with New York’s Franchised Motor Vehicle Dealer Act, which
defines a franchise as “a written arrangement for a definite or indefinite period in which a
manufacturer or distributor grants to a franchised motor vehicle dealer a license to use a trade

name, service mark or related characteristic, and in which there is a community of interest in the
marketing of motor vehicles or services related thereto.” Id. at 496. Based on the definition of a
franchise, the court created a test to determine whether the heavy-duty trucks constituted a separate
franchise: “[w]here a dealer has made an investment in parts and training service employees and
where the line of trucks is functionally related to a distinct segment of the market, as heavy-duty
trucks appear to be, and where their sale constitutes a substantial part of the dealer's revenues, it
may be that the dealer has been given a ‘franchise.’” Id. at 497. Plaintiff briefly cites to Maier-
Schule GMC v. GMC Truck & Bus. Grp., No. 87-CV-1514, 1993 U.S. Dist. LEXIS 21728
(W.D.N.Y. May 3, 1993) in support of its position, a decision in a lower court of the Second Circuit

decided after Glick, for the same proposition that summary judgment be denied as to whether a
product addendum creates a franchise. (ECF No. 84, PageID #2221).
In addition, Plaintiff relies on Gen. Motors Corp. v. Gallo GMC Truck Sales, Inc., 711 F.
Supp. 810 (D.N.J 1989) in its reply to its own motion for summary judgment. In Gallo, the District
Court of New Jersey examined whether a separate franchise existed in heavy-duty trucks under
the New Jersey Franchise Practice Act (“NJFPA”). Id. at 813–14. The NJFPA defined a franchise
as “a written arrangement for a definite or indefinite period, in which a person grants to another
person a license to use a trade name, trade mark, service mark, or related characteristics, and in
which there is a community of interest in the marketing of goods or services at wholesale, retail,
by lease, agreement, or otherwise.” Id. at 813.
Given the statutory language of the NJFPA, the court explained a “community of interest”
existed in the marketing and servicing of the GMC heavy-duty trucks. Id. at 815. The court added
that the dealer agreement alone did not provide for a community of interest in and of itself because

the addendum was required for any heavy-duty trucks to be sold. Id. The dealer agreement
governing the parties gave plaintiff the right to buy and resell vehicles identified in the
“Addendum” (in the singular), which led the court to conclude that the parties intended the dealer
agreement to consist of one main agreement plus the addendum. Id. In turn, this resulted in
multiple franchises for each addendum of light, medium, and heavy-duty trucks. Id.
Plaintiff argues that Gallo is persuasive as to the proposition that a separate franchise exists
under multiple addenda when the governing dealer agreement identifies of a single product
addendum. Under Plaintiff’s view, “three addendums to a dealer agreement constitute[] three
franchises.” (ECF No. 91, PageID #2559). Plaintiff argues that the Dealer Agreement in the

present case similarly identifies a single “Product Addendum.” (Id.). Under Plaintiff’s
interpretation, the Supplemental Product Addendum created a separate franchise given that the
language of the Dealer Agreement identified one addendum, and not “addendum(s)” or “addenda.”
(Id.). Plaintiff further relies on Everything Cycles, Inc. v. Yamaha Motor Corp., U.S.A., Inc., Case
No. 07-1434 (D. Oregon May 22, 2008) for the proposition that the spirit of the dealer agreement
and protections afforded by the OMVDA would be violated if the Court were to construe the Dealer
Agreement to allow Defendant to discontinue an entire vehicle line, like the NV vehicles, so long
as one addendum existed. (ECF No. 91, PageID #2560).
Defendant argues that it did not terminate Plaintiff’s franchise by discontinuing the NV
vehicles because the Supplemental Product Addendum did not create a separate franchise. (ECF
72-1, PageID #1560). Under Defendant’s view, Plaintiff held one franchise under the Dealer
Agreement, Product Addendum, and Supplemental Product Addendum. (Id.). Defendant asserts
that Plaintiff’s franchise still exists after the discontinuation of the NV vehicles identified in the

Supplemental Product Addendum because Plaintiff continues to operate under the Dealer
Agreement, sell Nissan vehicles identified in the Product Addendum, and provide warranty service
on Nissan vehicles, including the NV vehicles. (Id.). Defendant further asserts that the
Supplemental Product Addendum indicated that it was issued as part of—and not a change to—
the Dealer Agreement. (Id. at PageID #1561). Rather, the Supplemental Product Addendum
updated the existing product addenda authorized by the Dealer Agreement. (Id.). Defendant
ultimately contends that Plaintiff “continues to sell and service Nissan vehicles under the only
Dealer Agreement that ever existed between the parties.” (Id. at PageID #1558).
Defendant primarily relies on Cent. GMC, Inc. v. General Motors Corp., 946 F.2d 327 (4th

Cir. 1991), which reversed and remanded judgment for franchisee-dealer and applied a different
approach than Glick and Gallo as to whether a product addendum constituted a separate franchise.
Like other courts faced with whether a separate franchise existed in the sale of heavy-duty trucks,
the Central court analyzed the definition of a franchise under the Maryland Transportation Code
(“MTC”). Id. at 331. The MTC defines a franchise as “a written arrangement, whether or not for
a definite period, in which a manufacturer, distributor, or factory branch grants to a dealer or
distributor a license or right to use a trade name, trademark, service mark, or related characteristic
in the sale, leasing, or servicing of new vehicles.” Id.
The Central court explained that one agreement—the Dealer Sales and Service
Agreement—governed the relationship between Central and GMC. Id. The Dealer Sales
Agreement granted Central the right to sell all trucks distributed to Central under a single trade
name, “GMC Truck.” Id. This alone indicated that Central had one statutory franchise in GMC
trucks and the heavy-duty truck addenda was a constituent part of the whole Dealer Sales and

Service Agreement, not a separate agreement. Id. The Central court expressly stated that
“Defendant simply exaggerate[d] the legal significance of the addenda,” which were subsidiary to
the main contract and changed when model offerings varied. Id. Indeed, “both before and after
the heavy duty truck models were discontinued, Central identified itself as a GMC Truck dealer”
and Central’s rights under the Dealer Sales and Service Agreement remained intact. Id. at 331–
332. Defendant argues that Central applies and Plaintiff held only one franchise in NV vehicles,
which remains after the NV vehicles are discontinued. (ECF No. 72-1, PageID #1556, 1558; ECF
No. 72-9, PageID #1609, ECF No. 72-16, PageID #1688). Defendant argues that it was not
required to provide 12-months’ notice because it did not terminate a franchise by discontinuing the

NV vehicles. (ECF No. 72-1, PageID #1558; ECF No. 83, PageID #2120).
Plaintiff and Defendant rely on persuasive and non-binding authority from outside this
circuit. Plaintiff and Defendant rely on primarily on three cases: Glick, Gallo, and Central. Each
case arises from lawsuits against defendant-manufacturer GMC after GMC discontinued its heavy-
duty trucks. Central, 946 F.2d at 330; Glick, 865 F.2d at 496; Gallo, 711 F. Supp. at 812. GMC
discontinued the heavy-duty trucks after suffering substantial financial loss. Central, 946 F.2d at
329. To reduce its loss, GMC purported to withdraw from the heavy-duty truck market and entered
a joint venture with Volvo. Central, 946 F.2d at 329; Glick, 865 F.2d at 496; Gallo, 711 F. Supp.
at 812. Yet, and of concern to some courts, GMC continued to manufacture its Brigadier heavy-
duty truck and marketed it through the joint venture, seemingly remaining in the heavy-duty truck
market. Central, 946 F.2d at 329; Glick, 865 F.2d at 496; Gallo, 711 F. Supp. at 812. In each case,
the courts determined whether plaintiff-dealers held separate franchises in GMC’s heavy-duty
trucks. For the reasons below, the Court finds the reasoning articulated in Central instructive and
persuasive. The Court’s concludes that Plaintiff did not have a separate franchise in the NV

vehicles.
To analyze whether Plaintiff held a separate franchise under the Supplemental Product
Addendum, the Court begins with the plain language of the OMVDA. The OMVDA defines a
franchise as “any written agreement, contract, or understanding between any motor vehicle
manufacturer or remanufacturer engaged in commerce and any new motor vehicle dealer that
purports to fix the legal rights and liabilities of the parties to such agreement, contract, or
understanding.” O.R.C. § 4517.01(U).
The Court begins with the three documents at issue: (1) the Dealer Agreement, (2) the
Product Addendum, and (3) the Supplemental Product Addendum. As to the first, and as in

Central, the Dealer Agreement governs the relationship between Plaintiff and Defendant and
constitutes a franchise under applicable law. The Dealer Agreement constitutes a written
agreement between Defendant, as a motor vehicle manufacturer, and Plaintiff, a new motor vehicle
dealer. (ECF No. 72-12). The Dealer Agreement grants Plaintiff the right to sell Nissan vehicles
distributed by Defendant under the trademark “Nissan,” just as the agreement in Central
authorized Central the right to sell trucks distributed under the tradename “GMC Truck.” (Id.;
ECF No. 72-14, PageID #1652). Article Fifth of the DSSA “appoints Dealer as an Authorized
Nissan Dealer” and “grants Dealer a non-exclusive right … to identify itself as an Authorized
Nissan Dealer, to display the Nissan Marks in the conduct of its Dealership Operations and to use
the Nissan Marks in the advertising, promotion and sale of Nissan Products in the manner provided
for in this Agreement.” (ECF No. 72-12, PageID #1641). The Standard Provisions defines “Nissan
Marks” to include “trademarks, service marks, names, logos and designs that Seller may, from
time to time, use or authorize for use by Dealer in connection with Nissan Products or Dealership
Operations including, without limitation, the name ‘Nissan.’” (ECF No. 72-14, PageID #1652).

The Dealer Agreement provides Plaintiff—without limitation—the right to use the name “Nissan.”
(Id.). Thus, the Dealer Agreement constitutes a franchise under O.R.C. § 4517.01(U).
As to the Product Addendum and Supplemental Product Addendum, each addendum is a
constituent part of the Dealer Agreement.5 Neither the Product Addendum nor the Supplemental
Product Addendum are separate agreements from the Dealer Agreement. This is apparent for
several reasons.
First, the express terms of the Supplemental Product Addendum and its corresponding
cover letter states that it is an addition to, and not substitute for, the DSSA. The cover letter
provided with the Supplemental Product Addendum states: “The issuance of a supplemental

addendum is not a change to the Dealer Agreement but rather an update to the existing product
addenda as provided for within the Agreement. This update is being conducted pursuant to Section
1.X., of the Standard Provisions of your Sales & Service Agreement, by which Nissan may issue
new, superseding Product Addenda to you from time to time.” (ECF No. 72-4, PageID #1580).
The cover letter continues: “Please keep the enclosed supplemental Product Addendum with your
Sales & Service Agreement.” (Id.). Even further, the Supplemental Product Addendum itself
states: “This Supplemental Product Addendum is in addition to any other currently effective

5 The Supplemental Product Addendum is authorized under the Dealer Agreement. The Standard Provisions
clarifies in the Product Addendum definition that it is to “specif[y] those Nissan Vehicles which shall be offered for
sale by Seller to Dealer for resale.” (ECF No. 72-14, PageID #1652). The Supplemental Product Addendum does
just that; it includes the NV vehicles for sale by Defendant to Plaintiff for resale.
Product Addendum furnished to Dealer by Seller pursuant to the existing terms of the Agreement.”
(Id. at PageID #1581; ECF No. 73-18, PageID #1837). The plain language of the Supplemental
Product Addendum and its corresponding cover letter evidences it was a constituent part of the
whole Dealer Agreement, the Standard Provisions, and the previously issued Product Addendum.
Given the plain language of the Supplemental Product Addendum, to hold otherwise would diverge

from its terms.
Second, the parties do not dispute that “both before and after the [NV vehicles] were
discontinued, [Plaintiff] identified itself as a [Nissan] dealer.” See Central, at 331–32; (ECF No.
72-1, PageID #1556, 1558; ECF No. 72-9, PageID #1609, ECF No. 72-16, PageID #1688). This
makes sense for several reasons. The Dealer Agreement granted Plaintiff the right to purchase and
sell for resale “Nissan Vehicles” which include passenger cars, trucks, cabs, and chassis, utility
vehicles, buses, or vans. (ECF No. 72-14, PageID #1651). The purchase and resale of the Nissan
passenger vans were contemplated and expressly included in the Dealer Agreement. It does not
logically follow that the Supplemental Product Addendum would create a separate franchise in a

“van” that is already expressly provided for in the Dealer Agreement. Further, the parties agree
that Plaintiff still operates as a franchise under the Dealer Agreement, even after the
discontinuation of the NV vehicles and termination of the Supplemental Product Addendum. That
is because, as Defendant accurately states, “[a]bsent the Dealer Agreement, the Supplemental
Product Addendum fixes no ‘legal rights and liabilities of the parties to such agreement, contract,
or understanding.’” (ECF No. 72-1, PageID #1562). Plaintiff is still an authorized Nissan dealer,
continues to purchase and resell other vehicles authorized in the Product Addendum and other
Supplemental Addenda, and continues to service the NV vehicles. (ECF No. 72-16, PageID
#1688–89). Thus, as held in Central, Plaintiff did not have separate franchise in the NV vehicles.
The Court finds Glick and Gallo to be unpersuasive for several reasons.6 First, and
importantly, the applicable statutes in Glick and Gallo define a franchise in different terms than
the OMVDA, each requiring a “community of interest” in the marketing and sale of motor vehicles
for a franchise to exist. See N.Y. Veh. & Traf. Law § 462; Glick, 865 F.2d at 496 (defining a
franchise as “a written arrangement for a definite or indefinite period in which a manufacturer or

distributor grants to a franchised motor vehicle dealer a license to use a trade name, service mark
or related characteristic, and in which there is a community of interest in the marketing of motor
vehicles or services related thereto.”); N.J.S. § 56:10-3(a); Gallo, 711 F. Supp. at 813 (defining a
franchise as “a written arrangement for a definite or indefinite period, in which a person grants to
another person a license to use a trade name, trade mark, service mark, or related characteristics,
and in which there is a community of interest in the marketing of goods or services at wholesale,
retail, by lease, agreement, or otherwise.”).
The OMVDA does not require a “community of interest in the marketing of [NV vehicles]
and related services” to create a franchise. Glick, 865 F.2d at 497. The same was true in Central.

Compare Md. Code Ann. Transp. 11-125 (“‘Franchise’ means a written agreement, whether or not
for a definite period, in which a manufacturer … grants to a dealer or distributor a license or right
to use a trade name, trademark, service mark, or related characteristic in the sale, leasing, or
servicing of new vehicles.”) with Ohio Rev. Code 4517.01(U) (“‘Franchise’ means any written
agreement, contract, or understanding between any motor vehicle manufacturer … and any new

6 The Court similarly considers the other cases briefly mentioned by Plaintiff as unpersuasive. See (ECF No. 91,
PageID #2546); C-B Kenworth, Inc. v. Gen. Motors Corp., 706 F. Supp. 952, 954 (D. Me. 1988) (holding evidence
presented as insufficient to determine whether separate franchises existed on a motion to dismiss converted to a
motion for summary judgment); Mid-State Truck Serv. Inc. v. Gen. Motor Corp., No. 87-C995-S, 1988 WL 148432,
at *7 (acknowledging “concern for adding a new level of uncertainty as to franchise agreements.”). The parties in
this case have exchanged voluminous discovery and moved for summary judgment. The Court shares similar
concern for adding a new level of uncertainty to franchise relationships and declines to do so.
motor vehicle dealer that purports to fix the legal rights and liabilities of the parties to such
agreement, contract, or understanding.”).
Second, Glick and Gallo are procedurally and factually distinguishable from this case. The
court in Glick construed a motion to dismiss as a motion for summary judgment and merely held
that the dealer was entitled to discovery before the court could determine whether a franchise

existed and was terminated. That is not the case here. This case has been pending before the Court
since 2021, extensive discovery spanned nearly eighteen months, and the parties have each
separately moved for summary judgment. (See ECF No. 60, 64; ECF No. 92, PageID #2594).
Further, neither Glick nor Gallo involved product addenda similar to the Supplemental Product
Addendum at issue. The Supplemental Product Addendum expressly stated that it was not to be
viewed as a separate agreement, but an addition to the Dealer Agreement and Product Addendum.
(ECF No. 72-4, PageID #1580–81). Such language does not exist in addenda analyzed in Glick or
Gallo.
The Court is also unpersuaded by Plaintiff’s remaining arguments to support the existence

of a separate franchise. Plaintiff cites the test set forth in Glick to argue that it held a separate
franchise in the NV vehicles. (ECF No. 84, PageID #2220). But Plaintiff cannot meet the Glick
test. Plaintiff did not invest in parts and training of service employees nor provide any evidence
that the NV vehicle sales constitute a substantial part of its revenues. Glick, 865, F.2d at 497–98.
Plaintiff merely alleges that, by volume, the NV vehicle sales accounted for approximately 95%
of commercial use across all dealers. (ECF No. 72-9, PageID #1610). Further, Plaintiff repeatedly
references the five-step process to become a Business Certified Dealer. (ECF No. 73-18, PageID
#1845–46; ECF No. 77, PageID #2059; ECF No. 84, PageID #2212; ECF No. 91, PageID #2553).
Yet, Plaintiff overlooks the fact that, at the time of purchase of the dealership, Plaintiff purchased,
resold, and serviced the NV vehicles, and any requirements to be a Certified Business Dealer were
already satisfied. (ECF No. 72-1, PageID #1551; ECF No. 72-16, PageID #1687). Plaintiff
purchased the dealership with dedicated bays, a lift capable of lifting vehicles over 12,000 pounds,
the tools required to service the NV vehicles and employed a CVAM. (ECF No. 72-9, 1605).
Thus, it cannot be said that Plaintiff itself made an investment into parts and training of service

employees for the NV vehicles.
Plaintiff still advertises, purchases, and resells other standard vehicles and commercial
vehicles, including the Frontier and Titan trucks. (ECF No. 72-16, PageID #1689). Plaintiff
emphasizes that Business Certified Dealers were offered different incentives and were assessed
differently than retail dealers. (ECF No. 73-13, PageID #1913–16). But all dealers had different
incentive programs, including the standard retail dealers. (Id.). It is logical for a franchisor-
manufacturer to assess specific vehicles and dealers differently. Further, Plaintiff did not make
any changes to its dealership or the employment of technicians, like CVAMs, as a result of the
discontinuation of the NV vehicles. (ECF No. 72-9, 1610). The only change Plaintiff made to the

dealership since its purchase that is related to the NV vehicles is an upgrade to an alignment
machine, which Plaintiff admits is used for other Nissan vehicles, and not exclusively the NV
vehicles. (ECF No. 72-9, PageID #1606; ECF No. 72-16, PageID #1687). Plaintiff also stated
that it has unused space because of the NV vehicles discontinuance, but Plaintiff seemingly admits
this is at least partially due to “not having a supply of other Nissan products.” (ECF No. 72-16,
PageID #1687). Plaintiff appears to have used certain tools, like the alignment machine, across
the board on all its Nissan products. Plaintiff also still uses a CVAM. The Court fails to understand
how Plaintiff cannot use the dedicated service bays, the 12,000-pound lift, or space previously
used for the NV vehicles for other Nissan vehicles it currently sells.
Therefore, the Court finds that Plaintiff did not hold a separate franchise in the NV vehicles
through the Supplemental Product Addendum. Given the Court’s decision that a franchise is
required to invoke the notice requirement under O.R.C. § 4517.541, and because no franchise
existed in the NV vehicles, the Court need not address whether the NV vehicles constituted a line-
make.7

2. Good Faith – O.R.C. § 4517.59(A)(1)
Plaintiff argues that Defendant did not terminate the NV line of commercial vehicles in
good faith because 1) the NV line was profitable, 2) upper-level management knew of the
discontinuation of the NV line long before they notified dealers, and 3) the money offered to the
dealerships was an attempt to evade their legal responsibilities. (ECF No. 77, PageID #2082).
Plaintiff further argues that Defendant’s financial offer was not fair or reasonable given the

financial investments and loss of profits suffered from the discontinuance of the NV vehicles.
(ECF No. 91, PageID #2561).
Defendant argues that its “decision to discontinue the production and distribution of the
[NV vehicles] was made in good faith and justified by legitimate business reasons.” (ECF No. 72-
1, PageID #1555). Defendant argues that O.R.C. § 4517.54(A)—not § 4517.59(A)—governs its
good faith obligation, and Defendant could not have violated the statute because it did not
discontinue a franchise. (Id. at PageID #1563). Defendant argues that “[e]ven if [4517.59(A)(1)]
applied … a dealer cannot complain that a manufacturer violated its duty of good faith simply by

7 Plaintiff seemingly relies on testimony from Patrick L. Anderson to suggest the NV vehicles were a separate line-
make which constitutes a franchise. (ECF No. 91, PageID #2558). But Patrick L. Anderson’s declaration indicates
that its single purpose is “to state one specific finding … that Nissan’s NV commercial vans are ‘a line-make, series,
brand, or class of vehicle’ as those terms are used within the automobile industry.” (ECF No. 73-2, PageID #1732).
Patrick L. Anderson does not speak on the issue of whether a franchise existed. Thus, even if the Court accepted
Patrick L. Anderson’s testimony, it may only be considered as to whether the NV vehicles constitute a line-make.
Given that a franchise does not exist, and the Court will not address whether the NV vehicles constituted a line-
make, the Court need not consider whether to accept Patrick L. Anderson’s testimony.
exercising a contractual right.” (Id. at PageID #1563). Instead, Defendant argues that Plaintiff
must offer evidence that its conduct was not commercially justified. (Id.).
Plaintiff rejects Defendant’s arguments, alleging that it need not offer evidence that a
manufacturer’s conduct was not commercially justified.8 (ECF No. 84, PageID #2223–24).
Plaintiff generically argues that “[Defendant’s] ability to exercise contractual rights cannot run

afoul of established Ohio law” given that “[t]he OMVDA … protect[s] dealers against
manufacturers practicing ‘abusive and unfair franchise practices’ over dealers.” (Id.).
The OMVDA requires manufacturers to act in good faith towards dealers. “Good faith” is
defined under the OMVDA to require “honesty in the conduct or transaction concerned and the
observance of reasonable commercial standards of fair dealing in the trade … including, but not
limited to, the duty to act in a fair and equitable manner.” O.R.C. § 4517.01(AA). This definition
cross-references the definition of “good faith” under Article 1 of Ohio’s Uniform Commercial
Code, which is defined as “honesty in fact and the observance of reasonable commercial standards
of fair dealing.” O.R.C. § 1301.201(20). The Sixth Circuit further interprets the OMVDA’s good

faith provisions to require manufacturers treat dealers in “‘commercially justifiable’ ways.”
Franklin Park Lincoln-Mercury, Inc., 631 F. App’x at 273 (quoting Master Chem. Corp. v. Inkrott,
563 N.E.2d 26, 31 (Ohio 1990)).
O.R.C. § 4517.59(A)(1) prohibits a franchisor from failing to act in good faith by (1)
“acting or purporting to act under the terms, provisions, or conditions of a franchise,” or (2) “in
terminating, canceling, or failing to renew a franchise.” Defendant, as franchisor, was bound to
be honest in fact and observe reasonable commercial standards free from coercion, intimidation,

8 Plaintiff refers to an opinion it claims to be of this Court, when, in reality, it is the opinion of another court. (ECF
No. 84, PageID #2223). This Court has not previously rejected Defendant’s argument that Plaintiff must offer
evidence that Defendant’s conduct was not commercially justified.
or threat. O.R.C. § 4517.01(AA); Bill Call Ford, Inc. v. Ford Motor Co., 830 F. Supp. 1053, 1059
(N.D. Ohio 1993), aff’d, 48 F.3d 201 (6th Cir. 1995).
As to the first prong of O.R.C. § 4517.59(A)(1), Defendant acted in good faith by “acting
or purporting to act under the terms, provisions, or conditions of a franchise.” Plaintiff cannot
dispute that Defendant exercised its right under Dealer Agreement. Section 7.G expressly allowed

Defendant to discontinue any Nissan product, including the NV vehicles, at any time. (ECF No.
72-14, PageID #1667). Defendant set forth the reasons behind its decision to discontinue the NV
vehicles, including the impact on its business revenue and the public at large. (ECF No. 72-6,
PageID #1588). Not only did the NV vehicles have a negative operating revenue and fail to
perform according to expectations, but the NV vehicles also lacked technology to maintain certain
safety requirements. (Id.).
As to the second prong of O.R.C. § 4517.59, Defendant similarly did not fail to act in good
faith “in terminating, canceling, or failing to renew a franchise.” As the Court explained, Plaintiff
did not have a separate franchise in the NV vehicles which was terminated, canceled, or not

renewed. Therefore, the Court finds that Defendant did not violate O.R.C. § 4517.59(A)(1) by
failing to act in good faith.
Accordingly, Plaintiff’s motion for summary judgment on count one of the Complaint is
hereby DENIED. Defendant’s motion for summary judgment on count one of the Complaint is
GRANTED.
B. Count 2 – Declaratory Judgment as to Violations of O.R.C. §§ 5147.541 &
4517.59(A)(1)

Plaintiff seeks declaratory judgment in count two of the Complaint as to Defendant’s
alleged violations of O.R.C. §§ 4517.541 and 4517.542. (ECF No. 1-2, PageID #20). Plaintiff
requests that the Court 1) declare that Defendant violated O.R.C. §§ 4517.541 and 4517.542 by
“failing to give the required twelve-months’ written notice prior to discontinuing and terminating
its commercial vehicle line of vehicles and the Nissan Commercial Vehicle Dealer agreement”
with Plaintiff; 2) declare that Defendant violated O.R.C. §§ 4517.541 and 4517.542 by failing to
pay Plaintiff the fair market value of its Nissan Commercial Vehicle Dealer agreement as valued
on October 8, 2020; 3) declare that Defendant violated O.R.C. §§ 4517.541 and 4517.542 by

failing to pay Plaintiff for “the special tools, signage, parts, new commercial vehicle inventory,
and twelve months of rent as facility assistance”; and 4) declare that Defendant violated O.R.C. §
4517.59(A)(1) by failing to act in good faith when “purporting to act under the franchise agreement
and/or discontinuing, terminating, canceling, or failing to renew a franchise.” (ECF No. 77,
PageID #2084–85).
Defendant opposes Plaintiff’s motion for summary judgment and separately moves for
summary judgment on count two. (ECF No. 72-1, PageID #1558; ECF No. 83, PageID #2128–
29). Defendant asserts that it did not violate O.R.C. §§§ 4517.541, 4517.542, or 4517.59(A)(1)
because it did not discontinue or terminate a franchise, and Plaintiff is not entitled to declaratory

judgment. (ECF No. 83, PageID #2128). In opposition, Defendant further argues that Plaintiff’s
declaratory judgment claim is duplicative of its statutory claims under count one and is improper
given that Plaintiff’s claims have fully ripened. (Id. at PageID #2129).
The Declaratory Judgment Act, 28 U.S.C. § 2201, allows federal courts to issue a judgment
declaring the rights and legal relationships of the parties, but it does not provide an independent
cause of action. Davis v. United States, 499 F.3d 590, 594 (6th Cir. 2007) (citing Skelly Oil Co. v.
Phillips Petroleum Co., 339 U.S. 667, 671 (1950)). “A request for declaratory judgment must
accompany the substantive claim for which declaratory judgment is sought.” Days
Inn Worldwide, Inc. v. Sai Baba, Inc., 300 F. Supp. 2d 583, 592–93 (N.D. Ohio 2004) (citation
omitted). This is because a declaratory judgment is a remedy and not an independent claim.
Kaplan v. Univ. of Louisville, 10 F.4th 569, 587 (6th Cir. 2021) (“Injunctive relief is not a cause
of action, it is a remedy”) (internal quotation marks and citation omitted).
The Court has held that Plaintiff did not violate O.R.C. §§ 4517.541 or 4517.59. Defendant
did not terminate a franchise when it discontinued the NV vehicles and was not required to provide

12-months’ notice to Plaintiff. Nor did Defendant fail to act in good faith in terminating, canceling,
or failing to renew a franchise, because none separately existed for the NV vehicles. Consequently,
4517.542 is inapplicable. Defendant was not required to compensate Plaintiff with the fair market
value of its Nissan Commercial Vehicle Dealer Agreement as valued on October 8, 2020, nor pay
for any special tools, signage, parts, new commercial vehicle inventory, or twelve months of rent
as facility assistance. Given that Plaintiff’s claims under O.R.C. §§§ 4517.541, 4517.542, and
4517.59 fail, Plaintiff’s claim for declaratory judgment also fails because it cannot survive as a
standalone claim.
Accordingly, Plaintiff’s motion for summary judgment on count 2 of the Complaint for

declaratory judgment is hereby DENIED. Defendant’s motion for summary judgment on count 2
of the Complaint for declaratory judgment is GRANTED.
C. Count 3 – Breach of Contract and Implied Covenants
Plaintiff alleges breach of contract and implied covenants in count three of the Complaint.
(ECF No. 1-2, PageID #20–22). Plaintiff alleges that Defendant breached the Dealer Agreement
by terminating a product line without twelve months prior notice and breached the covenant of
good faith by “attempting to terminate, cancel, discontinue, or not renew I-90’s Nissan
Commercial Vehicle Dealers franchise agreement and failing to provide I-90 with NV Cargo, NV
Passenger, and NV200 vans.” (Id. at PageID #22). Plaintiff specifically alleges that Defendant
violated Section 12.F9 of the Dealer Agreement. (Id. at PageID #21).
Defendant contends that it did not violate Section 12.F of the Dealer Agreement because
Plaintiff continues to sell and service Nissan vehicles and Plaintiff’s proposed reading of the Dealer
Agreement would read out Section 7.G10 entirely, which allows Defendant to discontinue the

supply of any “Nissan Product” at any time. (ECF No. 72-1, PageID #1565–66). Plaintiff
interprets Section 12.F as requiring Defendant to give dealers 12 months of notice if Defendant
“should discontinue or terminate its method of distributing any Nissan Vehicles.” (ECF No. 84,
PageID #2225). Defendant argues that the provision in Section 12.F is only triggered if Defendant
ceases selling or distributing all “Nissan Vehicles.” (ECF No. 92, PageID #2601). Defendant also
notes that the statutory terms of the OMVDA that Plaintiff cites in support of breach of contract
do not control the contractual provisions at issue in the Dealer Agreement. (Id.).
Both parties agree that California law governs the contractual relationship between the
parties. (ECF No. 1-2, PageID #20; ECF No. 72-1, PageID #1564). Under California law, the

9 Section 12.F of the Standard Provisions of the DSSA states, “[i]f Seller should elect or be required to discontinue its
present method of distributing Nissan Vehicles, or if Seller should elect or be required to cease selling or distributing
Nissan Vehicles, Seller may terminate this Agreement by giving Dealer notice and such termination will be effective
not less than one (1) year after such notice is given.” (ECF No. 72, PageID #1674). Section 1.D defines “Nissan
Vehicles” as “Nissan Cars and Nissan Trucks.” (Id. at PageID #1651). Section 1.B defines “Nissan Cars” as “the new
passenger cars specified in the current Product Addendum.” (Id.). Section 1.C defines “Nissan Trucks” as “the new
trucks, cabs and chassis, utility vehicles, buses, or vans specified in the current Product Addendum.” (Id.). Section
1.X defines “Product Addendum” as “the Product Addendum issued by Seller to Dealer which specifies those Nissan
Vehicles which shall be offered for sale by Seller to Dealer for resale. Seller reserves the right, in its sole discretion,
to issue new, superseding Product Addenda to Dealer from time to time.” (Id. at PageID #1652).
10 The initial briefing cites Section 17.F (ECF No. 72, PageID #1566), but the reply brief clarifies that Defendant is
referencing Section 7.G. (ECF No. 92, PageID #2601).
Section 7.G of the Standard Provisions of the DSSA states, “Seller shall have the right in its sole discretion to
discontinue the supply, or make changes in the design or component materials, of any Nissan Product at any time.
Seller shall be under no liability to Dealer on account of any such changes and shall not be required as a result of any
such changes to make any changes to Nissan Products previously purchased by Dealer.” (Id. at PageID #1667).
elements of breach of contract are, “(1) the existence of the contract, (2) plaintiff’s performance
or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the
plaintiff.” Oasis W. Realty, LLC, v. Goldman, 250 P.3d 1115, 1121 (Cal. 2011). The Court may
consider whether a contract is ambiguous at the summary judgment stage because that is a question
of law under California law. Jones-Hamilton Co. v. Beazer Materials & Services, Inc., 973 F.2d

688, 692 (9th Cir. 1992).
The reading of Section 12.F that Plaintiff asks this Court to adopt reads the word “any”
into the contract language where it does not exist. The Court declines to do so. A fundamental
principle of contract interpretation is to give effect to the parties’ mutual intent at the time of
contracting. Cal. Civ. Code § 1636. If a contracts plain language “is unambiguous, a court may
not ‘read into’ the document additional terms in order to conform its meaning.” PV Little Italy,
LLC v. MetroWork Condo. Ass’n., 210 Cal. App. 4th 132, 152 (2012); see also Rosen v. State Farm
Gen. Ins. Co., 30 Cal. 4th 1070, 1073 (2003) (“[W]e do not rewrite any provision of any contract
… for any purpose.”).

The unambiguous language of Section 12.F does not include the term “any.” Instead,
Section 12.F requires 12 months’ notice if Defendant elected or was required to cease selling or
distributing Nissan Vehicles, which includes passenger cars, trucks, cabs, and chassis, utility
vehicles, buses, or vans. (ECF No. 72-14, PageID #1651, 1674). There is no dispute that Plaintiff
still sells other Nissan Vehicles specified in the Product Addendum and other Supplemental
Addenda, such as the LEAF vehicles. (ECF No. 83-2; ECF No. 84, PageID #2212). Thus, 12.F
is only triggered if Defendant ceases selling or distributing all Nissan Vehicles, and not just “any”
Nissan Vehicle. (ECF No. 72-14, PageID #1674). Even more, Section 7.G of the Standard
Provisions of the Dealer Agreement grants Defendant the right to discontinue the supply of any
Nissan Product at any time. (Id. at PageID #1667). It cannot be said that Defendant violated the
Dealer Agreement when acting under its explicit contractual right. Plaintiff’s argument is contrary
to the plain and unambiguous terms of the Dealer Agreement and, therefore, fails.
Plaintiff’s claim for breach of implied covenant of good faith likewise fails. Where a claim
for breach of the implied covenant of good faith is based on the same facts as the breach of contract

claim, it may be disregarded as duplicative. Bionghi v. Metro. Water Dist. of S. California, 70 Cal.
App. 4th 1358, 1370 (1999); Careau & Co. v. Sec. Pac. Bus. Credit, Inc., 222 Cal. App. 3d 1371,
1395 (Ct. App. 1990) (“If the allegations do not go beyond the statement of a mere contract breach
and, relying on the same alleged acts, simply seek the same damages or other relief already claimed
in a companion contract cause of action, they may be disregarded as superfluous as no additional
claim is actually stated.”). Plaintiff pleads its breach of contract and breach of implied covenant
of fair dealing under the same count and facts within. (ECF No. 1-2, PageID #20–22). Plaintiff’s
claims for breach of contract and the implied covenant of fair dealing seek compensatory damages
“of at least $2,000,000.00.” (Id. at PageID #22). Thus, the cause of action for breach of the implied

covenant is duplicative of the cause of action for breach of contract. Accordingly, Defendant’s
motion for summary judgment on count three of the Complaint for breach of contract and implied
covenants is GRANTED.
D. Count 4 – Breach of Fiduciary Duty
Plaintiff alleges breach of fiduciary duty in count four of the Complaint. (ECF No. 1-2,
PageID #22–23). Plaintiff alleges that Defendant’s Dealer Agreement places Defendant in a
position of disproportionate power over Plaintiff, creates a confidential relationship between the
parties, and forces Plaintiff to repose special trust and confidence in Defendant. (Id. at PageID
#22). Plaintiff asserts that Defendant breached the duty owed to Plaintiff in light of that fiduciary
relationship by 1) failing to provide proper notice of the termination, cancellation, discontinuation,
or non-renewal of Plaintiff’s “Nissan Commercial Vehicle Dealers franchise agreement,” 2)
refusing to provide Plaintiff with NV Cargo, NV Passenger, and NV200 vans as required by the
OMVDA, and 3) refusing to pay Plaintiff the fair market value of the NV Line franchise. (Id.).
Defendant contends that it does not owe Plaintiff a fiduciary duty under Ohio or California

law. (ECF No. 72-1, PageID #1568). Defendant notes that Plaintiff cannot point to any language
in the Dealer Agreement or any conduct by Defendant that might give rise to a fiduciary
relationship between the parties. (Id). Plaintiff responds that it has sufficiently established the
special trust between itself and Defendant because 1) the Dealer Agreement and franchise
relationship places Defendant in a position of disproportionate power and dominance over
Plaintiff, 2) Plaintiff is required to provide confidential and proprietary business information to
Defendant, creating a confidential relationship, and 3) Plaintiff is dependent upon Defendant for
economic survival, forcing Plaintiff to repose special trust and confidence in Defendant. (ECF
No. 84, PageID #2230). Plaintiff asserts that genuine issues of material fact exist regarding the

fiduciary relationship. (Id. at PageID #2231).
While the parties did not dispute that California law applied to Plaintiff’s claim for breach
of contract, the parties seemingly disagree on whether California or Ohio law apply to Plaintiff’s
claim for breach of fiduciary duty. Plaintiff relies on both Ohio and California case law in its
opposition to Defendant’s motion for summary judgment, and solely on Ohio case law in its reply
in support of its motion for summary judgment. (ECF No. 1-2, PageID #22–23; ECF No. 84,
PageID #2227). Defendant relies on California and Ohio case law. (ECF No. 72-1, PageID
#1568).
As a federal court exercising diversity jurisdiction, this Court applies the substantive law
of the forum state and federal procedural law to this dispute. Biegas v. Quickway Carriers, Inc.,
573 F.3d 365, 374 (6th Cir. 2009) (citing Erie R. Co. v. Thompkins, 304 U.S. 64 (1983)). In this
case, the forum state is Ohio, so Ohio choice-of-law rules govern. “Under Ohio law, contractual
choice-of-law provisions are valid and enforceable.” Miami Valley Mobile Health Services, Inc.

v. ExamOne Worldwide, Inc., 852 F. Supp. 2d 925, 931–32 (S.D. Ohio 2012). The Ohio Supreme
Court has adopted the Restatement (Second) of Conflict of Laws, which provides:
The law of the state chosen by the parties to govern their contractual rights and
duties will be applied, even if the particular issue is one which the parties could not
have resolved by an explicit provision in their agreement directed to that issue,
unless either

(a) the chosen state has no substantial relationship to the parties or the transaction
and there is no other reasonable basis for the parties' choice, or

(b) application of the law of the chosen state would be contrary to a fundamental
policy of a state which has a materially greater interest than the chosen state in the
determination of the particular issue and which, under the rule of § 188, would be
the state of the applicable law in the absence of an effective choice of law by the
parties.

Put simply, the parties contractual choice-of-law provision will be enforced unless (a) “the
chosen state has no substantial relationship to the parties or the transaction and there is no other
reasonable basis for the parties’ choice” or (b) “application of the law of the chosen state would
be contrary to a fundamental policy of a state which has a materially greater interest than the
chosen state” and which would, in the absence of a choice-of-law provision, be the state with the
most significant relationship under Restatement (Second) Section 188. Restatement (Second)
Conflicts of Laws § 187.
The Restatement factors favor application of California law. As to subsection (a), the
parties have a substantial relationship to California. Defendant is incorporated in California. As
to subsection (b), applying California law would not be adverse to Ohio policy. Nor does Plaintiff
or Defendant make such a showing. See Wendy's Int'l, Inc. v. Illinois Union Ins. Co., No. 2:05-
CV-803, 2007 WL 710242, at *5 (S.D. Ohio Mar. 6, 2007) (“The party seeking to apply the foreign

law bears the burden of showing that the foreign law is different from the local law[.]”).
“In order for the chosen state’s law to violate the fundamental policy of Ohio, it must be
shown that there are significant differences in the application of the law of the two states.” Tele-
Save Merch. Co. v. Consumers Distrib. Co., 814 F.2d 1120, 1123 (6th Cir. 1987). Neither Plaintiff
nor Defendant argues why either Ohio or California law should apply, nor have they made any
showing that there are adequate material differences between the laws of the two states.
Plaintiff does argue that Ohio law recognizes a fiduciary relationship between franchisees
and franchisors under a limited exception outlined in Manhattan Motorcars, Inc. v. Auto.
Lamborghini, S.p.A., 244 F.R.D. 204 (S.D.N.Y. 2007), but points to no authority where a court in

Ohio has held similarly on summary judgment. Plaintiff merely cites cases which courts assessed
whether a fiduciary relationship existed within a franchise relationship at the pleadings stage. See
Manhattan Motorcars, 244 F.R.D. at 215 (denying motion to dismiss and holding that “a
distributorship agreement may, in some rare instances, create a confidential relationship.”);
Franklin Park Lincoln-Mercury, Inc., 530 F. App’x 542, 549 (6th Cir. 2013) (affirming denial of
summary judgment on fiduciary duty claim because it was not a “rare instance” where a
confidential relationship gave rise to a fiduciary duty); Shepard & Assocs. v. Lokring Tech., LLC,
No. 1:20-CV-02488, 2023 WL 5336986, at *15–16 (N.D. Ohio Aug. 18, 2023) (holding breach of
fiduciary duty claim failed as a matter of law because plaintiffs failed to show power imbalance);
Spitzer Autoworld Akron, LLC v. FCA US LLC, No. 1:22-CV-01755, 2023 WL 6809935, at *13
(N.D. Ohio Oct. 13, 2023) (“Beyond Manhattan Motorcars, no Ohio state court has held that a
franchisor has a fiduciary duty to a franchisee … In fact, courts have generally abstained from
finding that a fiduciary duty exists in the manufacturer-dealer and franchisor-franchisee
relationship context.”). Thus, applying California law would not be adverse to Ohio policy, and

the choice-of-law provision is valid. Having determined that the choice-of-law provision is valid,
the Court must now determine the scope of the provision.
The Sixth Circuit has applied contractual choice-of-law provisions to related tort claims.
To determine the scope of a choice-of-law provision, courts begin with its express language. See
Banek Inc. v. Yogurt Ventures U.S.A. Inc., 6 F.3d 357, 363 (6th Cir. 1993). A contractual choice-
of-law provision applies to tort claims which are closely related to the contractual relationship, as
opposed to those that are only tangentially related. See Adelman’s Truck Parts Corp. v. Jones
Transp., 797 App’x 997, 100 (6th Cir. 2020) (collecting cases). This principle has similarly been
applied in the fiduciary duty context. See Girgis v. Countrywide Home Loans, Inc., 733 F. Supp.

2d 835, 851 (N.D. Ohio 2010) (holding that the choice-of-law provision governed not only the
plaintiff’s breach of contract claim but also plaintiff’s fiduciary duty and other tort claims, as those
torts were “all closely, and not simply tangentially, related to the performance” of the contract).
In this instant case, Plaintiff’s arguments arise from its obligations under the contractual
language of the Dealer Agreement. Plaintiff argues that the terms of the Dealer Agreement 1)
places Defendant in a position of disproportionate power and dominance over Plaintiff, 2) requires
Plaintiff to provide confidential and proprietary business information to Defendant, and 3) Plaintiff
is dependent upon Defendant for economic survival, forcing Plaintiff to repose special trust and
confidence in Defendant. (ECF No. 1-2, PageID #22; ECF No. 84, PageID #2230). Plaintiff relies
on the language of the Dealer Agreement to argue that the parties had “special trust” with one
another. (Id.; ECF No. 84, PageID #2230). Plaintiff’s claim arises solely from the contractual
relationship with Defendant and is not merely tangentially related to it. Further, the choice-of-law
provision specifies that “all questions concerning the validity, interpretation or performance of any
of its obligations or terms, or of any rights or obligations of the parties hereof” be governed by and

resolved in accordance with California law. (ECF No. 72-14, PageID #1682). This is precisely
the language the Sixth Circuit found sufficiently broad as to include related torts. See Banek Inc.,
6 F.3d at 363 (holding that the choice-of-law provision applied to tort claims because it governed
“all rights and obligations hereto” in the agreement). Thus, the choice-of-law provision applies to
Plaintiff’s fiduciary duty claim, and California law applies.
To state a claim for breach of fiduciary duty, Plaintiff must allege (1) existence of a
fiduciary duty; (2) breach of the fiduciary duty; and (3) damage proximately caused by the breach.
Oasis W. Realty, LLC v. Goldman, 51 Cal. 4th 811, 820-21 (2011). “California does not recognize
the franchisor-franchisee relationship as one that gives rise to fiduciary duties.” BP W. Coast

Products, LLC v. Crossroad Petroleum, Inc., No. 12-CV-665, 2013 WL 12377979, at *10 (S.D.
Cal. Dec. 3, 2013); see also Passport Health, Inc. v. Travel Med., Inc., No. 2:09-CV-01753, 2009
WL 3824743, at *4 (E.D. Cal. Nov. 16, 2009) (stating that a fiduciary relationship is not created
by a franchisor-franchisee relationship under California law); Strawflower Elecs., Inc. v.
Radioshack Corp., No. C-05-0747, 2005 WL 2290314, at *4 (N.D. Cal. Sept. 20, 2005). By nature,
commercial transactions in which each party must act to protect its own interest cannot be
fiduciary. Boat v. Motor Mart v. Sea Ray Boats, Inc., 825 F.2d 1285, 1292 (9th Cir. 1987) (“Where
a manufacturer is free to make pricing and distribution decisions for its own benefit, it is far from
being a traditional trustee.”). Thus, Plaintiff and Defendant’s franchisor-franchisee relationship
alone does not create a fiduciary relationship in and of itself.
To the extent that Plaintiff argues an extra-contractual fiduciary relationship based on
special trust and confidence, this argument likewise fails. It is well settled in the Ninth Circuit that
a fiduciary relationship exists only if a statute expressly creates one, or if both parties mutually

understand that the franchisee has placed special trust and confidence in the franchisor. See id.;
Walker v. KFC Corp., 728 F.2d 1215, 1220, n.5 (9th Cir. 1984) (“There is no indication in the
Franchise Investment Law that the Legislature intended, however, to impose a fiduciary duty on
franchisors.”); N. Beach, Inc. v. Country Visions, Inc., No. 215-CV-02104, 2016 WL 1682046, at
*5 (E.D. Cal. Apr. 27, 2016) (“Absent a fiduciary duty imposed by law, a fiduciary relationship
may exist when a party knowingly undertakes to act on behalf and for the benefit of another.”)
(quotation and citation omitted).
Special trust and confidence is not created simply by the receipt of confidential information
and must be mutual between the parties. Strawflower Elecs., Inc., 2005 WL 2290314, at *4 (citing

Richelle L. v. Roman Cath. Archbishop, 106 Cal. App. 4 257, 272 n.6 (Mar. 17, 2003); see also
Power Quality & Elec. Sys., Inc. v. BP W. Coast Products LLC, 16-CV-04791, 2016 WL 6524408,
*9 (N.D. Cal. 2016) (fiduciary relationship did not exist as a result of the parties' confidential
relationship and contractual agreement with each other).
Plaintiff and Defendant’s relationship was not fiduciary. Plaintiff alleges special trust
exists between Plaintiff and Defendant because Defendant “maintained immense control over
[Plaintiff] in its business operations.” (ECF No. 84, PageID #2229). Plaintiff lists seventeen
examples, such as (1) “dealership location,” (2) facility specifications, (3) “responsibility for
service and parts sales,” (4) the “responsibility to maintain an accounting system,” (5) the
“responsibility to provide monthly complete and accurate financial and operating statements,” (6)
the responsibility to “distribute and allocate Nissan new motor vehicles according to [Defendant’s]
internal policies and procedures,” (7) the responsibility to “determine the pricing for new Nissan
vehicles and products and unilaterally change the price with ten days prior notice,” and (8) the
“responsibility to have minimum working capital and financing availability to purchase vehicles

and operate the business.” (ECF No. 84, PageID #2229–30). Plaintiff further relies on the
seventeen requirements for Business Certified Dealers. (Id.). In addition, Plaintiff generically
alleges it was required to provide Defendant with confidential and propriety business information.
(Id. at PageID #2230).
Defendants alleged “control” over Plaintiff is common in a franchisor-franchisee
relationship. Franchisee responsibility, including service and parts sales, maintenance of an
accounting system, and maintaining minimum working capital and financing to purchase vehicles
and operate the business are standard requirements that a dealership maintains and are not out of
the ordinary.

The same applies to the information Plaintiff shares with Defendant and to other
requirements Plaintiff proffers. This includes allowing Defendant to unilaterally change prices
with specified notice, given that the manufacturer-franchisor is inherently aware of marketing
changes. Even more, the Court acknowledges Sections 7.G of the Standard Provisions, which
permits Defendant, in its sole discretion, to discontinue the supply of any Nissan product at any
time. (ECF No. 72-14, PageID #1667). Again, this language is standard in the franchisor-
franchisee relationship.11 See Mid-State Truck Serv., Inc., 1988 WL 148432, at *3 (explaining that

11 It is likely the same would be true under Ohio law. To establish the “exceptional circumstances” where a fiduciary
relationship arises from special trust and confidence, the agreement among the parties must effectively grant one
party “the authority to exercise near life and death economic power” over the other. Shepard & Assocs., 2023 WL
dealer agreement allows franchisor to “discontinue any product at any time” which is “merely a
change in competitive circumstances”) (citation omitted); Moffatt Enters., Inc. v. Borden Inc., 807
F.2d 1169, 1171 (3d Cir. 1986) (explaining distributor agreement provision reserves the
manufacturer “the right from time to time, in its absolute discretion, without thereby incurring any
liability to the Distributor … to discontinue or to limit its production of any product, to terminate

or limit deliveries of any product the production of which is so discontinued or limited …”).
Plaintiff’s loss due to the discontinuance of the NV vehicles is not lost on this Court. As
Plaintiff alleges, the OMVDA regulates relationships between manufacturers and dealers to ensure
a fair and balanced allocation of power. See O.R.C. § 4517.011; Nissan Motor Corp., U.S.A. v.
Dever, No. 99AP-596, 2000 WL 311915, at *6 (Ohio Ct. App. Mar. 28, 2000) (“A careful reading
of R.C. 4517.56 shows that one of the purposes of the statute is to provide protection to franchisees
… from arbitrary decisions of franchisors.”); see also Kings Dodge, Inc., 595 F. App’x at 538
(collecting cases acknowledging the remedial purpose of state motor vehicle dealer laws); Earl
Evans Chevrolet, Inc., 598 N.E.2d at 1193 (describing O.R.C. § 4517.52 as “remedial and … to be

liberally construed to promote” remedies and means for dealers mistreated by franchisors). But it
is also the opinion of this Court that, as the court in Central noted, franchise protection does not
guarantee a franchisee a risk-free endeavor. Central, 946 F.2d at 334. “[T]he general purpose of
protecting dealers against abuses of superior bargaining power [i]s not intended to insulate them
from every adverse turn in a market economy.” Id. at 332. Defendant acted on its contractual right
to alter products sold in its sole discretion under Section 7.G. This practice is common in
franchisor-franchisee relationships involving motor vehicles. (ECF No. 72-9, PageID #1608).

5336986, at *16 (quoting Manhattan Motorcars, 244 F.R.D. at 219). Defendant does not exercise “near life and
death economic power” over Plaintiff through obligations standard to a franchise agreement.
Defendant did not invoke Section 12.F of the Standard Provisions and discontinue the franchise
established by the Dealer Agreement and all addenda. It is not the opinion of this Court that
Defendant took advantage of its bargaining power over Plaintiff in acting within the confines of
the Dealer Agreement. Accordingly, Defendant’s motion for summary judgment on count four of
the Complaint for breach of contract is GRANTED.
Vv. CONCLUSION
Plaintiff’s motion for summary judgment on counts one and two of the Complaint are
hereby DENIED. Defendant’s motion for summary judgment on counts one through four of the
Complaint is hereby GRANTED.
IT IS SO ORDERED.
Dated: December 30, 2025

CHARLES E.FLEMING
UNITED STATES DISTRICT JUDGE

39

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11233469. Public record. Not legal advice.