Pryor Oldsmobile/GMC Co. v. Tennessee Motor Vehicle Commission

KOCH, Judge,

concurring.

I concur with the result reached by the majority. The Tennessee Motor Vehicle Commission cannot deny Pryor Oldsmobile permission to display and sell cars at a branch showroom simply because the showroom itself does not qualify as an “established place of business” pursuant to Tenn. Code Ann. § 55-17-102(8) (1988).

I.

Pryor Oldsmobile is a licensed motor vehicle dealer in good standing located in Memphis. In late 1986, it applied to the Tennessee Motor Vehicle Commission for permission to operate a branch showroom at the Mall of Memphis, approximately 1.5 miles from its primary place of business. *232Its application hit a roadblock as soon as it was filed.

In January, 1987, the Commission denied Pryor’s application because Pryor had not notified its competitors of its request to open a branch showroom. Pryor appealed, and the Chancery Court for Davidson County reversed the Commission, finding that notice to competitors was required only when a new competitive franchise was being established. This court affirmed the trial court. Pryor Oldsmobile/GMC, Inc. v. Tennessee Motor Vehicle Comm’n, App. No. 87-364-11 (Tenn.Ct.App. May 13, 1988).

Pryor filed an amended application on October 14, 1988. The Commission again denied the application on October 17, 1988, and on November 14, 1988, the Commission entered an order basing its decision on Pryor’s “inability ... to provide for servicing and repairing of vehicles on site at the Mall of Memphis as such is defined by TCA § 55-17-102(7) [sic].” 1

Pryor filed its second petition to review the Commission’s decision. On March 28, 1989, the trial court entered an agreed order remanding the case to the Commission for further consideration. On April 10, 1989, the Commission denied Pryor’s application again and “re-affirmed” its November 14, 1988 order. Since the Office of the Attorney General had declined to defend the Commission’s decision, the Commission also voted to retain the lawyer who had represented the intervening dealer who had opposed Pryor’s application.2

The trial court again reversed the Commission’s decision on November 2, 1989. At the Commission’s request, the trial court filed additional findings of fact and conclusions of law on December 12, 1989 stating that the Commission had given the licensing statutes a “strained interpretation” and that a branch showroom need not have all the characteristics of an “established place of business.”

II.

The statutes governing dealer licensing do not deal specifically with dealer branching or satellite showrooms. The legislative history surrounding the enactment of these statutes contains no reference to the practice. However, it does not necessarily follow that dealer branching in the manner proposed by Pryor is prohibited.

When called upon to construe a statute, the courts should focus their attention on the statute itself unless ambiguities require them to look elsewhere. Neff v. Cherokee Ins. Co., 704 S.W.2d 1, 2-3 (Tenn. 1986); Roddy Mfg. Co. v. Olsen, 661 S.W.2d 868, 871 (Tenn.1983). They should also review the statute in light of other statutes dealing with the same subject. State ex rel. Baugh v. Williamson County Hosp. Trustees, 679 S.W.2d 934, 936 (Tenn. 1984); Pritchard v. Carter County Motor Corp., 197 Tenn. 222, 224, 270 S.W.2d 642, 643 (1954).

Proper interpretations should give effect to the entire statute by giving its words their natural and ordinary meaning. Oliver v. King, 612 S.W.2d 152, 153 (Tenn. 1981). The courts should avoid absurd consequences, Anderson v. Security Mills, 175 Tenn. 197, 207, 133 S.W.2d 478, 482 (1939), and should avoid forced constructions that limit or extend the statute’s meaning. State v. Hinsley, 627 S.W.2d 351, 354 (Tenn.1982).

This case does not concern whether a motor vehicle dealer may operate at more than one location. Tenn.Code Ann. § 55-17-110(a) (1988) specifically empow*233ers the Commission to license multi-location dealerships,3 and the parties themselves do not disagree that a dealership may be operated at more than one location.

The present dispute involves the parties’ disagreement concerning the statutory requirements a dealer must meet in order to gain approval to operate a dealership at more than one location. The Commission and the intervenor assert that each location must qualify independently as an “established place of business.”4 Pryor Oldsmobile, on the other hand, asserts that each location need not be an “established place of business” as long as the dealer has one “established place of business.”

The Commission’s November 14, 1988 and April 10, 1989 orders leave room for speculation concerning their meaning. However, their most rational construction is that the Commission based its denial of Pryor’s application on Tenn.Code Ann. § 55-17-114(b)(4). The Commission concluded that Pryor’s proposed branch showroom was not an established place of business because it did not “provide for servicing and repairing of vehicles on site.”

The trial court found the Commission’s construction of Tenn.Code Ann. § 56-17-114(b)(4) to be strained, and I agree. Motor vehicle dealers are not required to have “on site” repair facilities in order to be licensed. Tenn.Code Ann. § 55-17-lll(a)(7) (1988) specifically authorizes the Commission to grant dealer’s licenses to applicants who have an acceptable service agreement with a factory authorized garage within a reasonable distance from the applicant’s established place of business.5

Following the interpretation of Tenn. Code Ann. § 55-17-114(b)(4) urged by the Commission and the intervenor would not necessarily further the State’s interest in regulating automobile dealers and would result in needless expenditures and economic waste. Dealers invest hundreds of thousands of dollars in their dealerships to satisfy the State’s reasonable licensing requirements and to meet the needs of their customers. Requiring dealers to equip and staff branch showrooms at the same level as their main established place of business or showroom would be to force dealers to make prohibitively large financial investments in amounts disproportionate to their value or necessity.

I can find nothing in the licensing statutes or in their legislative history to indicate that the General Assembly intended such an unwise or anti-competitive result. Under the law as it stands today, I find that a licensed motor vehicle dealer who already has an established place of busi*234ness cannot be denied a permission to open a branch showroom solely on the ground that the branch showroom does not qualify in its own right as an established place of business.

. The reference to Tenn.Code Ann. § 55-17-102(7) (1988) in the November 14, 1988 order is clearly an error. Tenn.Code Ann. § 55-17-102(7) defines the term "distributor representative” which has no bearing in this case. Obviously, the Commission intended to base its decision on Tenn.Code Ann. § 55-17-102(8).

. The Office of the Attorney General notified the Commission on March 28, 1989 that it would not defend the Commission's contemplated denial of Pryor’s application. On May 1, 1989, it formally withdrew from the case and was replaced by a staff attorney employed by the Department of Commerce and Insurance. It is evident, however, that the laboring oar in this case is being stroked by the intervening dealer’s lawyer.

. Tenn.Code Ann. § 55-17-110(a) provides, in part:

Any person engaging ... in more than one (1) of the activities for which a license is required ... or having more than one (1) location where such business is carried on or conducted, shall be required to obtain and hold a separate, current license for each activity in which the person is engaged for each location (emphasis added).

. Tenn.Code Ann. § 55-17-102(8) defines an “established place of business" as

a permanent structure or structures owned, leased or rented by a motor vehicle dealer providing signs, facilities and office space used exclusively for buying, selling, displaying, advertising, demonstrating, servicing or repairing motor vehicles or functional or nonfunctional parts of motor vehicles and where replacement parts, repair tools and equipment as well as the books and records needed to conduct the business are kept.

While other statutes, such as Tenn.Code Ann. § 55-17-114(b)(4) (1988), contain abbreviated references to the elements of an established place of business, it is obvious that the General Assembly intended that Tenn.Code Ann. § 55-17-102(8) would be the primary, controlling definition of the term. After all, Tenn.Code Ann. § 55-17-102 specifically states that the definitions are controlling, and the courts should give terms a consistent meaning when they are used throughout a statute. Parker-Harris Co. v. Tate, 135 Tenn. 509, 520, 188 S.W. 54, 57 (1916).

.The Commission did not deny Pryor’s application either because Pryor could not provide factory authorized service for the cars it might sell at the branch showroom or because Pryor’s repair facilities were not a "reasonable distance” from the branch showroom. Any attempt to do so would be to no avail under the facts in this record. Pryor will obviously provide factory authorized service to the cars it sells, and neither the Commission nor the intervenor introduced evidence that the 1.5 mile distance between the dealership and the branch showroom was unreasonable.