WMW, Inc. v. American Honda Motor Co.

Melton, Justice,

concurring specially.

While I agree with the ultimate conclusion reached by the majority, I write separately to focus on the core issues that need to be resolved, rather than parse every argument made by the parties and the Court of Appeals.

Specifically, in order to address the issue of standing, we need only decide what the Legislature intended to include as the eight-mile “relevant market area” with respect to a corporate car “dealership.” See OCGA §§ 10-1-622 (1), (2), and (13.1); 10-1-664 (b). By deciding that issue alone, it becomes clear that the dealer in this particular case, WMW, did not have standing to sue to prevent its franchisor, Honda, from adding a new dealership in Cumming, as Honda’s *696Cumming dealership fell outside of WMW’s protected eight-mile “relevant market area.”

The “relevant market area” in which an existing dealership may potentially restrict a franchisor from opening a new dealership is “the area located within an eight-mile radius of [the] existing dealership.” OCGA § 10-1-622 (13.1). A corporate “dealership” for purposes of the Georgia Motor Vehicle Franchise Practices Act can be one of two types of entities:

[1] any person[10] engaged in the business of selling, offering to sell, soliciting, or advertising the sale of new motor vehicles and who is licensed or otherwise authorized to utilize trademarks or service marks associated with one or more makes of motor vehicles in connection with such sales____ [or [2]] any person who engages exclusively in the repair of motor vehicles, except motor homes, if such repairs are performed pursuant to the terms of a franchise or other agreement with a franchisor or such repairs are performed as part of a manufacturer’s or franchisor’s warranty. . . .

(Emphasis supplied.) OCGA § 10-1-622 (1).

Here, as the majority correctly points out, WMW is a “dealership” because it “engage[s] in the business of selling . . . new motor vehicles.” OCGA § 10-1-622 (1). It does not operate as an entity that is “engage [d] exclusively in the repair of motor vehicles,” and therefore it could not qualify as a dealership on that basis. (Emphasis supplied.) Id. As such, the “relevant market area” with respect to WMW as a dealership could only be related to its activities as a seller of new motor vehicles.11 Because WMW’s Alpharetta repair facility is not a location that is engaged in WMW’s business of selling new cars, and because it is undisputed that the repair facility is not a separate corporation from WMW,12 the eight-mile “relevant market area” applicable to WMW’s selling facilities has no application to its *697Alpharetta repair facility. Accordingly, WMW has no standing to sue to prevent Honda from opening its proposed new dealership in Cumming.

Decided October 15, 2012. Bondurant,Mixson& Elmore, H. Lamar Mixson, LisaR. Strauss, Naveen Ramachandrappa, for appellant. Nelson, Mullins, Riley & Scarborough, Richard K. Hines V, C. Mitchell Brown, Strickland, Brockington & Lewis, Anne W. Lewis, Smith, Gambrell & Russell, William Van Hearnburg, Jr., for appellees. Freeman, Mathis & Gary, T. Bart Gary, Chance D. Weldon, amici curiae.

For these reasons, I concur in the majority opinion and the result reached therein.

Acorporation is considered to be the equivalent of a “person” for purposes of the Georgia Motor Vehicle Franchise Practices Act. See OCGA § 10-1-622(1) and (2) (A). See also OCGA § 1-2-1 (a) and (b) (“There are two classes of persons: natural and artificial .... Corporations are artificial persons. . . .”).

I note that, because the definition of “dealership” in OCGA § 10-1-622 (1) speaks of persons (in this case, corporations) who engage in the business of selling new motor vehicles or who engage exclusively in the repair of motor vehicles, any analysis based on the mere location of corporate offices or based on legal venue provisions in an attempt to determine the “relevant market area” is irrelevant.

Again, there is only one “person/corporation” relevant to our “dealership” inquiry here, and that is WMW. The fact that WMW may have several different facilities in various locations does not make the company itself more than one person/corporation.