Filed: Feb. 15, 2017
Latest Update: Mar. 03, 2020
Summary: FILED NOT FOR PUBLICATION FEB 15 2017 UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT VAN NUYS CYCLE, INC., DBA Old No. 15-56190 Road Harley-Davidson, a California corporation, D.C. No. 2:14-cv-06625-R-MRW Plaintiff-Appellant, v. MEMORANDUM* HARLEY-DAVIDSON MOTOR COMPANY, INC., a Wisconsin Corporation, Defendant-Appellee. Appeal from the United States District Court for the Central District of California Manuel L. Real, District Judge, Presiding S
Summary: FILED NOT FOR PUBLICATION FEB 15 2017 UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT VAN NUYS CYCLE, INC., DBA Old No. 15-56190 Road Harley-Davidson, a California corporation, D.C. No. 2:14-cv-06625-R-MRW Plaintiff-Appellant, v. MEMORANDUM* HARLEY-DAVIDSON MOTOR COMPANY, INC., a Wisconsin Corporation, Defendant-Appellee. Appeal from the United States District Court for the Central District of California Manuel L. Real, District Judge, Presiding Su..
More
FILED
NOT FOR PUBLICATION
FEB 15 2017
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
VAN NUYS CYCLE, INC., DBA Old No. 15-56190
Road Harley-Davidson, a California
corporation, D.C. No.
2:14-cv-06625-R-MRW
Plaintiff-Appellant,
v. MEMORANDUM*
HARLEY-DAVIDSON MOTOR
COMPANY, INC., a Wisconsin
Corporation,
Defendant-Appellee.
Appeal from the United States District Court
for the Central District of California
Manuel L. Real, District Judge, Presiding
Submitted February 9, 2017**
Pasadena, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
Before: THOMAS, Chief Judge, NGUYEN, Circuit Judge, and AMON,*** District
Judge.
Plaintiff Van Nuys Cycle, Inc. appeals the district court’s grant of summary
judgment to Harley-Davidson Motor Company, Inc., on its breach of contract and
breach of the duty of good faith and fair dealing claims. We have jurisdiction
pursuant to 28 U.S.C. § 1291, and we affirm. Because the parties are familiar with
the history of this case, we need not recount it here.
We review a grant of summary judgment de novo and employ the same
standard the trial court used under Federal Rule of Civil Procedure 56(c). Szajer v.
City of Los Angeles,
632 F.3d 607, 610 (9th Cir. 2011). Viewing the evidence in
the light most favorable to the nonmoving party, we must determine whether there
are genuine issues of material fact and whether the district court correctly applied
the relevant substantive law. Olsen v. Idaho State Bd. of Med.,
363 F.3d 916, 922
(9th Cir. 2004). We may affirm a grant of summary judgment on any ground
supported by the record. Video Software Dealers Ass’n v. Schwarzenegger,
556
F.3d 950, 956 (9th Cir. 2009). Under Wisconsin law the interpretation of an
***
The Honorable Carol Bagley Amon, United States District Judge for
the Eastern District of New York, sitting by designation.
2
unambiguous contract presents a question of law.1 Betz v. Diamond Jim’s Auto
Sales,
849 N.W.2d 292, 302 (Wis. 2014).
I
The district court properly granted summary judgment to Harley-Davidson
on Van Nuys’s breach of contract claim. “When construing contracts that were
freely entered into, [the] goal is to ascertain the true intentions of the parties as
expressed by the contractual language.”
Id. at 302 (internal quotation marks and
citation omitted). To ascertain the parties’ intent, a court should give contract
terms their plain or ordinary meaning.
Id. When a contract is unambiguous, courts
need only look within the four corners of the contract to determine the parties’
intent.
Id.
Even assuming that the district court erred by construing together the 2004
dealer contract and seven other documents, Van Nuys’s breach of contract claim
still fails because the dealer contract permitted Harley-Davidson to require the
dealership to relocate. Under the plain and ordinary meaning of the dealer
contract, Van Nuys was required to “conduct all of its operations” from the
“approved dealer location,” which at the time happened to be in Van Nuys. But the
dealer contract also provided that Harley-Davidson could “modify, alter or adjust
1
The parties agree that Wisconsin law applies to the 2004 dealer contract.
3
Dealer’s Territory at any time” based on its good faith business judgment. This
provision makes Harley-Davidson’s relocation demand facially permissible.
Therefore, Harley-Davidson was entitled to summary judgment on this claim.
II
The district court properly granted summary judgment to Harley-Davidson
on Van Nuys’s claim for breach of the duty of good faith and fair dealing because
Harley-Davidson did not breach this duty. See Beidel v. Sideline Software, Inc.,
842 N.W.2d 240, 251 (Wis. 2013) (citing Super Valu Stores, Inc. v. D-Mart Food
Stores, Inc.,
431 N.W.2d 721 (Wis. Ct. App. 1988)) (stating there cannot be a
breach of the covenant of good faith when “a contracting party complains of acts of
the other party which are specifically authorized in the[] agreement”). The
Wisconsin Supreme Court has held that “[e]very contract implies good faith and
fair dealing between the parties to it, and a duty of cooperation on the part of both
parties.”
Id. at 250 (quoting Chayka v. Santini,
176 N.W.2d 561, 564 n.7 (Wis.
1970)).
Under the parties’ agreement here, Harley-Davidson could change the
dealership’s location or modify the dealership’s territory. The dealer contract
states that the dealer’s territory is “non-exclusive and subject to change by Harley-
Davidson from time-to-time.” The General Conditions of Sales and Service, which
4
is incorporated by reference into the contract, states that Harley-Davidson “may
modify, alter or adjust Dealer’s Territory at any time” based on its good faith
business judgment, that the dealer recognizes that its territory might change, and
that the dealer will maintain facilities in a satisfactory location. We therefore
conclude that, as a matter of law, there was no breach of the duty of good faith and
fair dealing, and the district court appropriately entered summary judgment on this
claim.
III
Because we conclude that Van Nuys’s claims fail as a matter of law, we
need not address the alternative arguments presented by Harley-Davidson, nor any
other matter urged by the parties.
AFFIRMED.
5