PUBLISH

              IN THE UNITED STATES COURT OF APPEALS

                      FOR THE ELEVENTH CIRCUIT

                          _______________

                            No. 96-2306
                          _______________

                D. C. Docket No. 95-55-CIV-T-21-E


DWAYNE HAWKINS,
MILLARD G. RIPLEY,

                                             Plaintiffs-Appellants,


                               versus


FORD MOTOR COMPANY,

                                                 Defendant-Appellee.

                 ______________________________

          Appeal from the United States District Court
               for the Middle District of Florida
                 ______________________________
                          (March 2, 1998)


Before BIRCH, Circuit Judge, FAY,       Senior   Circuit   Judge,   and
COHILL*, Senior District Judge.




     *
      Honorable Maurice B. Cohill, Jr., Senior U.S. District Judge
for the Western District of Pennsylvania, sitting by designation.
PER CURIAM:

     CERTIFICATION          FROM    THE   UNITED


STATES    COURT    OF        APPEALS      FOR   THE


ELEVENTH CIRCUIT TO THE SUPREME COURT


OF     FLORIDA    PURSUANT       TO   ARTICLE    5,


SECTION       3(b)(6)       OF     THE    FLORIDA


CONSTITUTION.


     TO THE SUPREME COURT OF FLORIDA AND


ITS HONORABLE      JUSTICES:


     This case comes to the United States


Court of Appeals for the Eleventh Circuit


on appeal from the United States District


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Court for the Middle District of Florida.


Because this case presents unresolved questions of Florida law that

are determinative of this appeal, we defer our decision pending

certification of several issues posed by the parties to the Supreme

Court of Florida. See Gossard v. Adia Services, Inc., 

1229, 1230 (11th Cir. 1997).       Therefore, we certify


the following question of law, based on the


background recited below, to the Supreme


Court of Florida for instruction.




                          I.       FACTS


     1
      The present case was consolidated on appeal with Morse v.
Ford Motor Co., Case No. 96-3633, also on appeal from the Middle
District of Florida. With respect to the issues of law central to
this case and on substantially similar facts, the district court
judges came to opposite conclusions. Due to a settlement agreement
between the parties, the appeal in Morse was dismissed prior to
this court's certification.

                                   3
   This case arose from the attempt of


plaintiffs, Dwayne Hawkins and Millard G.


Ripley, to purchase all the stock from the


owners of a company, Wilson Davis Ford,


Inc., which operated as a motor vehicle


dealer under a franchise agreement with


Ford    Motor   Company           ("Ford"),   a   motor


vehicle manufacturer.             The sellers of this


stock    gave   notice       of     an    intent     to


transfer ownership pursuant to Fla. Stat.


§ 320.643, and Wilson Davis Ford, Inc. gave


notice    of    an   intent         to    change    its
                         4
executive management pursuant to Fla.


Stat. § 320.644, from the sellers, Davis and


Bodiford, to the proposed purchasers of the


stock, Hawkins and    Ripley.        Ford responded


to   this   notice   by       filing     a   verified


complaint with the Florida Department of


Highway     Safety   and       Motor         Vehicles


("DHSMV")    opposing         both     the   proposed


transfer under section 320.643 and the


proposed change of management under


section 320.644.




                          5
   With respect to its opposition to the


proposed       transfer          of      stock,     Ford's


complaint alleged several deficiencies in


the financial qualifications of Hawkins


and   Ripley    and       several        performance


deficiencies         of    a      Lincoln-Mercury


dealership     in    which        Hawkins         had   an


ownership      interest;         these    deficiencies,


according      to    Ford,       rendered         Hawkins


ineligible     to    meet        Ford's    reasonable


standards      for    executive       management.


With respect to the proposed change of
                             6
management,           Ford's     complaint       alleged


these same deficiencies.


     Following the filing of Ford's complaint


in the DHSMV, the contract to sell the stock


was terminated and the administrative


proceeding      was       dismissed        as     moot.


Plaintiffs subsequently brought this action


in federal district court and alleged, inter


alia,   that   Ford    had     violated   Fla.   Stat.   §


320.643, in opposing the transfer of equity


to   Hawkins    and     Ripley     by   means      of    a


complaint that was facially deficient.
                             7
           II.    CONTENTIONS


   Hawkins and Ripley submit that by its


express provisions, notwithstanding the


terms of a franchise agreement, Fla. Stat.


§ 320.643(2)(a) governs the prospective


transfer of shares in a motor vehicle


dealership. Under this section, according to


the plaintiffs, Ford could object to such a


transfer   only    on       the   basis   that   the


proposed transferee was not of good moral


character. Ford's verified complaint did not


allege that either Hawkins or Ripley was
                        8
not of good moral character. Consequently,


because Ford's complaint did not oppose the


transfer on grounds permitted by section


320.643(2)(a), Ford's complaint was facially


insufficient and Ford's opposition was in


violation of the statute.     Ford argues


that in the case of a proposed complete


transfer of equity interest leading also to


a change of executive management, the


practical effect of such a transfer will be


the transfer of the franchise agreement.


Ford suggests that the Florida Dealer Act
                     9
read as a whole, giving full effect to all


statutory            provisions,                permits


consideration of business qualifications as


well   as    moral    character        of   a      proposed


transferee where the proposal at issue is


to transfer 100% of the stock to a third


party.      Ford further urges that a proposed


transfer of a franchise agreement is


regulated     by     the   terms       of   Fla.    Stat.   §


320.643(1),    under       which   a   manufacturer


may object to a proposed transfer on


grounds       that    the     transferee           is   not
                             10
financially qualified or does not meet a


manufacturer's         uniformly        applied


reasonable   standards       or   qualifications


with respect to executive management.


Consequently,   Ford        contends   that   it


properly could object to the management


experience and financial qualifications


of Hawkins and Ripley, as it did in its


verified complaint to the DHSMV.


   In the trial court in this case, the


district court agreed with Ford and held as


a matter of law that "when transfer of
                       11
100%      of    stock     is    contemplated,       the


provisions           regarding    transfer     of     a


franchise        agreement        and    change      in


executive       management          control       should


apply."        The   district    court   reached    the


opposite legal conclusion with respect to


Morse, however, and determined that only


section        320.643(2)(a)       applies   to     the


proposed transfer of 100% of the stock and,


as a result, that only moral character may


be considered as grounds for an objection


to such a transfer.
                           12
     III.      QUESTION TO BE CERTIFIED


     Does Fla. Stat. § 320.643(2)(a) provide


     the exclusive basis               for objection by a


     motor        vehicle       manufacturer               to   the


     proposed transfer of all the equity in


     interest in a motor vehicle dealership?


     Our statement of the question to be certified is intended as a

guide and is not meant to restrict the scope of inquiry by the

Supreme Court of Florida. The entire record of this case, together

with copies of the briefs, shall be transmitted to the court.

QUESTION CERTIFIED.




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