# Key v. Chrysler Motors Corp.

> New Mexico Supreme Court · May 31, 1996 · 121 N.M. 764

URL: https://www.frixlaw.com/law-library/cases/9557537

## Case

- **Full name:** Jack KEY and Jack Key Motor Company, Inc., Plaintiffs-Respondents, v. CHRYSLER MOTORS CORPORATION, Defendant-Petitioner
- **Court:** New Mexico Supreme Court
- **Decided:** May 31, 1996
- **Citations:** 121 N.M. 764; 918 P.2d 350
- **Precedential status:** Published
- **Opinion:** Concurrence by Ransom
- **Judges:** Minzner, Frost, Baca, Franchini, Ransom
- **Cited by:** 192 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/9557537

## How later opinions describe it (automated extraction)

- 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 opp…
- 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”
- stating that when interpreting statutes, a reviewing court must seek to give effect to the intent of the legislature

## Opinion text

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.”

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9557537. Public record. Not legal advice.