Wmw, Inc. v. American Honda Motor Co., Inc.

MCFADDEN, Judge,

dissenting.

I respectfully dissent. Because WMW’s facility in Alpharetta, Georgia, is part of its dealership, as that word is defined in OCGA § 10-1-622 (2) (A), WMW has standing to pursue its action under OCGA § 10-1-664 (b). Therefore, I would reverse the decision of the superior court dismissing WMW’s complaint.

The majority’s error arises from a failure to recognize that corporations and other artificial persons, unlike natural persons, can occupy more than one place at a time. The General Assembly *6distinguished between dealers who are natural persons and dealers who are artificial persons, not to discriminate between them, but to treat them the same, notwithstanding that difference.

The purpose of the Act is to regulate the relationship between automobile franchisors and their franchise dealers, and in doing so “placet 1 restrictions on the franchisor’s ability to establish a new dealership near an existing one (OCGA § 10-1-664 (a)).” (Footnote omitted.) DaimlerChrysler Motors Co. v. Clemente, 294 Ga. App. 38, 47-48 (2) (a) (668 SE2d 737) (2008).

Consequently this case turns on the meaning of the word “dealership,” which is a defined term under the Act. The Act provides alternative definitions, distinguishing between dealers who are corporations or other artificial persons and dealers who are individuals. Under the Act,

“Dealership” means:
(A) The dealer, if the dealer is a corporation, partnership, or other business organization; or
(B) All business assets used in connection with the dealer’s business pursuant to the franchise including, but not limited to, the dealership facilities, the franchise, inventory, accounts receivable, and good will if the dealer is an individual.

OCGA § 10-1-622 (2).

As to dealers who are individuals, the definition of “dealership” expressly provides that the dealership encompasses all of its assets, wherever located. The statutory definition at subsection (B) makes clear that a dealership can occupy multiple locations at one time, notwithstanding that an individual dealer — obviously — cannot. There was no need to so specify as to dealers that are corporations or other artificial persons, because artificial persons are not so constrained. See OCGA § 14-2-302 (10) (“every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power ... [t]o . . . locate offices . . . within or without this state.”). The majority errs in holding to the contrary; the 1927 case it cites deals with venue and does not support its holding. See Maj. Op., p. 4, citing Citizens and Southern Bank v. Taggart, 164 Ga. 351, 356 (138 SE 898) (1927). The General Assembly did not need to explain that corporate dealerships can occupy multiple locations, because it is clear that corporate dealers can do so.

I am authorized to state that Judge Adams joins in this dissent.

*7Decided July 14, 2011 Bondurant, Mixson & Elmore, H. Lamar Mixson, Lisa R. Strauss, for appellant. Nelson, Mullins, Riley & Scarborough, Richard K. Hines V, Smith, Gambrell & Russell, William V. Hearnburg, Jr., for appellee.