holding that a motor vehicle dealer did not have standing to sue a manufacturer for allegedly unreasonably withholding consent to transfer dealership franchise because the statute the dealer relied on for relief was not intended to provide protection against the loss of an opportunity to acquire an additional franchise
How later courts described this case
- holding that a motor vehicle dealer did not have standing to sue a manufacturer for allegedly unreasonably withholding consent to transfer dealership franchise because the statute the dealer relied on for relief was not intended to provide protection against the loss of an opportunity to acquire an additional franchise
- determining that the question of whether a party has standing to sue is not distinct from whether that party can assert a cause of action under a particular statute
- stating that courts should read 5 statutes “in [their] entirety and construe each part in connection with every other part 6 to produce a harmonious whole”
- restating the general principle of statutory construction that statutes are to “be read in their entirety and each part construed in connection with every other part to produce a harmonious whole”
Written by the judges who cited it.
The opinion
RANSOM, Justice (specially concurring).
I concur in the majority opinion except for the discussion under Part III as to the effect of Section 57-16-9. This discussion admittedly is not dispositive and purportedly only “supports a conclusion that [a prospective transferee] lacks standing.” I do not agree that the qualification of “without due cause” necessarily is to be limited only to the immediate phrase in which it appears. That is, I do not agree we should decide if it is unlawful with or without due cause for the manufacturer to terminate a franchise or restrict the transfer of a franchise unless the dealer shall receive fair and reasonable compensation.
The majority’s interpretation runs contrary to the structure of the sentence which reads that “it shall be unlawful for the manufacturer ... without due cause to fail to renew ..., to terminate ... or to restrict.” The statute does not say “it shall be unlawful to fail to renew without due cause,” thereby bringing into play “the rule of the last antecedent.” Both the phrase “without due cause” and the clause “unless the dealer shall receive fair and reasonable compensation” appear to me to apply to each of the three listed acts — to fail to renew, to terminate, or to restrict. No argument has been advanced that the fair and reasonable compensation clause applies only to restrictions on transfer to the exclusion of a failure to renew or to a termination. In fact, the interpretation adopted by the majority was urged by none of the parties or amici in this case.
We should await the case in which a franchisor or franchisee presents to us a dispositive issue, properly raised, briefed, and argued, regarding whether a franchisor may restrict a transfer even with due cause only by paying compensation — notwithstanding Section 57-16-5(L) that requires the franchisor’s consent to a transfer, “except that consent shall not be unreasonably withheld.”