NAHMIAS, Justice.
We granted certiorari to decide whether, in WMW, Inc. v. American Honda Motor Co., 311 Ga.App. 1, 714 S.E.2d 689 (2011), the Court of Appeals correctly construed the standing requirement for a motor vehicle dealership to sue under OCGA § 10-1-664, the anti-encroachment provision of the Georgia Motor Vehicle Franchise Practices Act, Ga. L.1993, pp. 1585-1647, which is codified as amended at OCGA §§ 10-1-620 to 10-1-670. Like other statutes, the Franchise Practices Act must be construed as an integrated whole. See U.S. Bank Natl. Assn. v. Gordon, 289 Ga. 12, 14-15, 709 S.E.2d 258 (2011). While the anti-encroachment provision could have been drafted more clearly, we believe that the Act as a whole, and particularly its definitions provision, OCGA § 10-1-622, elucidate the proper application of the anti-encroachment provision to the facts of this case. The "relevant market area" for a corporate motor vehicle dealership like appellant WMW, Inc. (WMW), whose status as a "dealership" and "dealer" under the Act is based solely on its sales of new motor vehicles, is calculated from the location where WMW sells (markets) new
1. Since 1976, WMW, which does business as Honda Carland, has operated a new motor vehicle dealership in Roswell under a franchise agreement with Honda. WMW sells and services vehicles at its Roswell location. Since 2000, WMW has also operated a service-only location in Alpharetta under an amendment to the franchise agreement. In 2010, Honda notified WMW that it planned to authorize Sobh to open a new Honda dealership in Cumming, which would be more than eight miles from WMW's sales and service location in Roswell but within eight miles of WMW's service-only location in Alpharetta. WMW sued Honda and Sobh under the anti-encroachment provision of the Franchise Practices Act, which authorizes an existing dealership to file suit to prevent its franchisor from establishing a new or relocated dealership within the existing dealership's "relevant market area." OCGA § 10-1-664(b). The Act defines "relevant market area" as "the area located within an eight-mile radius of an existing dealership." OCGA § 10-1-622 (13.1). The trial court concluded that WMW lacked standing under the Act and dismissed the case.
WMW appealed, and the Court of Appeals affirmed by vote of five to two. The majority opinion rejected WMW's argument that its service-only location in Alpharetta qualified for its own eight-mile relevant market area. See WMW, Inc., 311 Ga.App. at 4, 714 S.E.2d 689. The majority identified WMW's "dealership" location for calculating its "relevant market area" by looking to the "`general rule of law'" that, for venue purposes, "`a domestic corporation resides where its principal office or place of business is situated,'" which for WMW was its Roswell location. Id. (citation omitted). The majority therefore affirmed the trial court's ruling that WMW lacked standing to sue under the anti-encroachment provision. See id. at 5, 714 S.E.2d 689.
The dissent pointed out that corporations, unlike natural persons, can exist in more than one place at a time; contended that the Act protects multiple locations for an existing dealership where the dealer is an individual rather than a corporation; and saw nothing in the Act that suggested that the anti-encroachment provision was designed to provide less protection to corporate dealers than to individual dealers. See id. at 5-6, 714 S.E.2d 689 (McFadden, J., dissenting). Thus, the dissent concluded that WMW's relevant market area should be measured from every location where the corporation exists, including its service-only location in Alpharetta, which would give WMW standing to sue to try to block Honda and Sobh from establishing a competing franchise in Cumming, less than eight miles from WMW's Alpharetta location. See id.
This Court granted certiorari.
2. Before considering the merits of the case, we must address a jurisdictional issue. See Scarbrough Group v. Worley, 290 Ga. 234, 236, 719 S.E.2d 430 (2011). After briefing and oral argument in this Court, Honda filed a motion to dismiss this case as moot, attaching a letter it sent to WMW about a month after oral argument. The letter says, "At this time, [Honda] no longer intends to appoint an authorized Honda dealer at the site" in Cumming that WMW has challenged. WMW and Sobh do not oppose Honda's motion to dismiss, although WMW asks us to vacate the decisions of the Court of Appeals and trial court if we grant the motion, as is normally done when a case becomes moot by happenstance during an appeal. See, e.g., United States v. Munsingwear, Inc., 340 U.S. 36, 41, 71 S.Ct. 104, 95 L.Ed. 36 (1950) (explaining that this is done "to prevent a judgment, unreviewable because of mootness, from spawning any legal
This is apparently a novel mootness issue for Georgia's appellate courts, but it is an issue that long has been settled in the federal courts, using reasoning that makes good sense and that we now adopt. An appellee's "voluntary cessation of challenged conduct does not ordinarily render a case moot because a dismissal for mootness would permit a resumption of the challenged conduct as soon as the case is dismissed." Knox v. Serv. Employees Intl. Union, 576 U.S. ___, ___, 132 S.Ct. 2277, 2287, 183 L.Ed.2d 281 (2012) (citing City of Mesquite v. Aladdin's Castle, Inc., 455 U.S. 283, 289, 102 S.Ct. 1070, 71 L.Ed.2d 152 (1982)).
A narrow exception to the voluntary cessation doctrine exists where the "subsequent events ma[ke] it absolutely clear that the allegedly wrongful behavior could not reasonably be expected to recur." United States v. Concentrated Phosphate Export Assn., 393 U.S. 199, 203, 89 S.Ct. 361, 21 L.Ed.2d 344 (1968). But the "`heavy burden of persua[ding]' the court that the challenged conduct cannot reasonably be expected to start up again lies with the party asserting mootness." Friends of the Earth, Inc. v. Laidlaw Envtl. Servs. (TOC), Inc., 528 U.S. 167, 189, 120 S.Ct. 693, 145 L.Ed.2d 610 (2000) (citation omitted). The "public interest in having the legality of the practices [at issue] settled" may also militate against a finding of mootness in a particular appeal. United States v. W.T. Grant Co., 345 U.S. 629, 632, 73 S.Ct. 894, 97 L.Ed. 1303 (1953).
Honda has not carried this heavy burden. To the contrary, Honda's letter to WMW says frankly that Honda has decided not to engage in the challenged conduct only "[a]t this time." Were we to dismiss this case, nothing would prevent Honda (and Sobh) from once again planning to establish a new dealership at the Cumming location, and nothing would prevent WMW from again filing suit to block that plan, requiring the courts to consider the same issue all over again. In addition, the legal issue presented is important, and not only for these parties; that is why we granted certiorari to decide it. See Supreme Court Rule 40 ("A petition for the writ [of certiorari] will be granted only in cases of great concern, gravity, or importance to the public.").
3. (a) In 1992, the Georgia Constitution was amended to expressly authorize the General Assembly
Ga. Const. of 1983, Art. III, Sec. VI, Par. II(c).
Section 10-1-664 provides in relevant part as follows:
Two terms that the Act specifically defines — "dealership" and "relevant market area" — appear repeatedly in OCGA § 10-1-664 and thus are essential to understanding the operation of the anti-encroachment provision. The Act defines "relevant market area" as "the area located within an eight-mile radius of an existing dealership." OCGA § 10-1-622 (13.1). And for corporations and other business organizations, "dealership" is defined simply as the "dealer," OCGA § 10-1-622(2)(A), so that term is also important in determining the scope of OCGA § 10-1-664.
The Act defines "dealer" in two different ways. See OCGA § 10-1-622(1). First, a dealer is
Id. (emphasis added). Alternatively, a dealer is
Id. (emphasis added).
(b) Thus, a corporate "dealership" — which, by virtue of OCGA § 10-1-622(2)(A), is synonymous
As a "car-selling" dealer, WMW's "relevant market area" is read most naturally to mean the eight-mile radius around the location or locations where it performs the only activity that qualifies it as a "dealer" and "dealership" under the Act, that is, where it sells new vehicles pursuant to its franchise agreement with Honda. It would be awkward to read the term "relevant market area," as applied to a car-selling dealer, to mean anything else. The "market" at issue is car sales, not repairs. Thus, a car-selling dealer's "relevant market area" does not extend to other locations where the dealership performs repairs (or engages in other corporate activities), because those activities are not what make a car-selling dealer a dealership under the Act.
(c) Other terms of the anti-encroachment provision reinforce this conclusion. Under OCGA § 10-1-664(b), a franchisor may only establish a new or relocated dealership within an existing dealership's relevant market area if the franchisor proves, with respect to that relevant market area, both that "the existing dealership is not providing adequate representation" of the franchisor's line-make vehicles, and that the additional dealership is "necessary to provide the public with reliable and convenient sales and service" within the market area. OCGA § 10-1-664(b). Both prongs of this test make sense if the relevant market area protects only the location(s) where the existing dealership performs the function that makes it a dealership — that is, where the car-selling dealer sells cars, or where the exclusively-repairs dealer repairs cars. The alternative readings advanced by the parties and adopted by the majority and dissenting opinions in the Court of Appeals make little if any sense when applied to this provision.
A hypothetical corporate car-selling dealer — let's call it "Atlanta Cars" — helps to illustrate the problems with the competing interpretations. Assume that Atlanta Cars has three separate facilities — a corporate headquarters in downtown Atlanta and two dealership facilities in outlying suburbs where it sells new cars. According to WMW and the dissent below, OCGA § 10-1-664(b) gives a corporate dealer standing anywhere the corporation exists, even if it does not market cars or repair services in those places. Thus, Atlanta Cars would have a "relevant market area" around its downtown headquarters simply because the corporation exists there; if its franchisor wanted to add a new dealer to serve the growing in-town market, Atlanta Cars would have standing to force the franchisor into litigation, even though the dealer's claim would be frivolous,
On the other hand, Honda argues that a dealer's relevant market area protects only the dealer's "primary location" — a term notably not used anywhere in the Franchise Practices Act. Honda's reading would force the court to choose arbitrarily which one of Atlanta Cars' three locations was "primary." The court might reasonably choose the dealer's corporate headquarters in downtown Atlanta, thereby excluding the only locations where the dealer actually markets the new cars whose sales make it a "dealer" and "dealership" under the Act. Or if the court did not select the corporate headquarters as Atlanta Cars' "primary location," how would it choose between the two suburban locations where the dealer actually sells cars? Honda provides no answer. The same analysis applies to the focus of the Court of Appeals majority on the corporation's "principal office or place of business," WMW, Inc., 311 Ga. App. at 4, 714 S.E.2d 689 — a phrase that also does not appear in the Act. There is no reason to think that the anti-encroachment provision protects one car-selling facility but not another (much less an administrative or management location over a car-selling location), as Honda's argument and the majority opinion below require.
Section 10-1-664(b) also directs courts to 11 factors to consider in making the two-fold determination of franchisor representation and public service required to deny an injunction against a new dealership to an existing dealership with standing. Several of these factors further indicate that the "relevant market area" protects the place or places where a car-selling dealer like WMW sells cars. For example, factor six is the "[d]istance, travel time, traffic patterns, and accessibility between the existing dealership... and the location of the proposed ... dealership." OCGA § 10-1-664(b)(6). The travel time between an existing dealership and a proposed new dealership is obviously important in determining how the existing dealership's sales will be affected by the addition of a competitor, but this provision makes no sense if the dealership is understood to exist everywhere it has a business asset like an item of inventory or a business card, as WMW and the dissent below's approach would entail. See Division 4(b) below. It is also hard to understand why the traffic patterns between a corporate dealer's headquarters or registered office and the location of a proposed new dealership should matter. See Division 4(a) below.
Other factors that are explicitly tied to competition reinforce the notion that in determining the relevant market area, we must look to the location of the activity that makes the dealer a "dealer" and a "dealership" under the Act. Thus, factor one relates to "[t]he impact that the establishment of the new or relocated dealership will have on ... the existing dealership," and factor three concerns "[t]he reasonably expected market penetration of the line-make motor vehicle for the relevant market area, after consideration of" specified factors, with a catch-all for any "other factors affecting sales to consumers in the relevant market area." OCGA § 10-1-664(b)(1), (3). Factor nine asks "[w]hether there is adequate interbrand and intrabrand competition with respect to the line-make motor vehicles." OCGA § 10-1-664(b)(9). And factor ten focuses on "economic and market conditions pertinent to dealerships competing in the relevant market area, including anticipated changes." OCGA § 10-1-664(b)(10). The adequacy of competition is obviously relevant to the public's ability to buy new cars. Attempts to apply these competition-focused factors to locations beyond where a car-selling dealer sells cars quickly become absurd. In our hypothetical, for example, under WMW's argument, the court would have to apply these factors to Atlanta Cars' corporate headquarters, where the dealer does not sell cars. It is hard to imagine how a court could do so intelligibly.
(d) Other parts of the Franchise Practices Act similarly suggest that a dealer's "relevant market area" corresponds to where it operates its dealership in terms of marketing
(e) WMW is a "dealer" and a "dealership" covered by the Franchise Practices Act solely because it sells new cars, and it is undisputed that WMW does not sell cars at its Alpharetta service-only location. Accordingly, WMW's protected "relevant market area" is the eight-mile radius around its Roswell new car sales location, which does not include the proposed site for Honda's new dealership in Cumming. Because the new dealership is outside WMW's relevant market area, WMW lacks standing under OCGA § 10-1-664 to sue to prohibit the new dealership.
4. (a) This result is the same reached by the Court of Appeals, but, as noted previously, we disagree with the core reasoning of the majority opinion. The majority opinion erred by relying heavily on general principles regarding where a corporation is deemed to "reside" for venue purposes to determine the "relevant market area" of a corporate dealership under the Franchise Practices Act. See WMW, Inc., 311 Ga.App. at 4, 714 S.E.2d 689. The majority said that "`[t]he general rule of law is that a domestic corporation resides where its principal office or place of business is situated.'" Id. (quoting Citizens' & S. Bank v. Taggart, 164 Ga. 351, 356, 138 S.E. 898 (1927), and citing OCGA § 14-2-510(b)(1), (d)). Venue is a legal concept focused on where lawsuits may be filed, not the "market area" where existing car dealers should be able to resist competition. Where a corporation is deemed to "reside" for the purpose of being sued may depend on where the corporation has (or had previously) chosen to be sued by establishing a "registered office," where its "principal office" is (or was) located, where it has "an office" and transacts business, where it maintains its "principal place of business," or where its "corporate office or place of business" is located, as well as on the causes of action asserted.
To be sure, as with WMW, a corporate dealer's registered office or principal place of business may be the same (and the only) place that a car-selling dealer sells new cars, so the result may often be the same under the Court of Appeals' analysis as under ours. But that may not always be true, and we believe our holding is truer to the terminology and full context of the Franchise Practices Act.
(b) WMW and the dissent below focus on the Act's definition of "dealership" for individual dealers, which is expansive:
OCGA § 10-1-622(2)(B). They argue that because corporate dealers like WMW may exist in more than one place at a time, and because the Act defines dealerships in the context of individual dealers in such capacious terms, the "relevant market area" for a corporate dealership should be similarly expansive. We reject this argument.
To begin with, instead of defining all "dealerships" in the broad terms used for individual dealers, the General Assembly specifically defined "dealership" for corporations separately and solely by reference to the statutory definition of "dealer." OCGA § 10-1-622(2)(A). And as explained above, the Act's two categories of "dealer[s]," and thus of corporate "dealership[s]," are defined by reference to a specific activity — selling new cars or exclusively repairing cars, see OCGA § 10-1-622(1) — in distinct contrast to the definition of an individual dealership, which focuses on his or her business assets. We see no good reason to seek guidance from the definition of an individual dealership when the statute expressly separates corporate dealerships, like the one at issue here, from that definition.
Nor in any event can we readily accept the argument that everywhere an individual dealer, much less a corporate dealer, has a "business asset" is the center point of an eight-mile "relevant market area" in which the dealer is entitled to resist new competition. One of the assets specifically listed in the individual dealership definition, "goodwill," is intangible, and others, like the "franchise [agreement]" and "accounts receivable" are pieces of paper or even electronic records whose location may have nothing to do with where the dealer conducts business, much less where it markets goods or services. Similarly, a dealer's "inventory" may include cars parked in lots or on the back of transport trucks far away from where the dealer is selling or repairing vehicles. Indeed, the view of WMW and the dissent below would create floating eight-mile "relevant market areas" around each car that a dealer allows a customer to take out on a test drive or home to try for a day or two, wherever the vehicle went. The "business assets used in connection
Indeed, if a corporate (or individual) dealership's location, in calculating its "relevant market area," includes all places where the dealer has a business asset, it often would be impossible for a franchisor to comply with OCGA § 10-1-664(a), which requires that notice of a proposed new dealership be sent "by certified mail or statutory overnight delivery to [the] existing dealership." Moreover, the notice must also include "[t]he specific location of the additional or relocated dealership;... [and] [t]he identity of all existing dealerships in whose relevant market area the new or relocated dealership is to be located." OCGA § 10-1-664(a)(1) and (3). Satisfying these requirements would be impossible in WMW's proposed world of eight-mile "relevant market areas" floating around every item of inventory, every business card, and the dealer's goodwill.
We are not sure why the term "dealership" was defined so expansively for individual dealers. The appellees suggest that it was meant to distinguish an individual dealer's personal assets from the dealership's assets, or to indicate that a car-selling individual dealer, like a car-selling corporate dealer, may sell cars from multiple locations under the terms of a particular franchise agreement. Because this case involves only a corporate dealer, we need not definitively resolve what the "relevant market area" is for an individual dealership, and no court may ever have to resolve that issue.
5. To sum up, under the Georgia Motor Vehicle Franchise Practices Act, a corporate dealership's "relevant market area" — the area for which the dealer has standing to resist competition by a new or relocated dealership of the same franchisor — is the area located within an eight-mile radius of where a dealer qualified as such because it is "engaged in the business of selling ... new motor vehicles" sells those vehicles, or where a dealer qualified as such because it "engages exclusively in the repair of motor vehicles" repairs vehicles. For WMW, which is a corporate new car dealer, that location is in Roswell. WMW does not sell cars at its service center in Alpharetta, nor is WMW exclusively engaged in repairs. Thus, WMW had no standing to challenge Honda and Sobh's proposed new dealership in Cumming.
Judgment affirmed.
All the Justices concur, except MELTON, J., who concurs specially.
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); 10-1-644(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 Cumming dealership
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:
(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." Id. 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.
For these reasons, I concur in the majority opinion and the result reached therein.