HONORABLE SARA LIOI, UNITED STATES DISTRICT JUDGE.
This matter is before the Court on the parties' cross motions for summary judgment. Plaintiffs B&S Transport, Inc. ("B&S") and Ronnie Harris ("Harris") (collectively, "plaintiffs") seek partial summary judgment in their favor and against defendants Bridgestone Americas Tire Operations, LLC ("BATO") and Bridgestone Americas, Inc. ("BA") (collectively, "defendants" or "Bridgestone") with respect to three claims in the first amended complaint. (Doc. Nos. 86 and 87 ["Pl. Mot."].) Defendants opposed plaintiffs' motion (Doc. No. 105 ["Def. Opp'n"]), to which plaintiffs replied (Doc. No. 109 ["Pl. Reply"]).
Defendants seek summary judgment on all claims asserted in plaintiffs' first amended complaint, and on defendants' counterclaims. (Doc. No. 84 and 90 ["Def. Mot."].) Plaintiffs opposed defendants' motion (Doc. No. 106 ["Pl. Opp'n"]), to which defendants replied (Doc. No. 112 ["Def. Reply"]).
For the reasons that follow, defendants' motion for summary judgment is granted with respect to plaintiffs' first claim for relief pursuant to 42 U.S.C. § 1981, and plaintiffs' motion for summary judgment with respect to the same claim is denied. Plaintiffs' state law claims, and defendants' counterclaims, are dismissed without prejudice, pursuant to 28 U.S.C. § 1367(c)(3).
The basic factual background of this case is not in dispute. Plaintiff Harris is the founder of plaintiff B&S and its majority stockholder; Harris's wife owns the remaining shares. (Doc. No. 47 (First Amended Complaint ["FAC"]) ¶ 14.) B&S is a minority owned self-described African American company, which became an authorized dealer of Firestone tires between 1977 and 1979, and of Bridgestone tires after Bridgestone acquired Firestone. (FAC ¶¶ 15, 17, 21-22.)
The agreement was tailored to allow B&S to pursue "`minority set-aside' business in order to obtain incremental sales and profits for both of us." (Id. at 819.) Because of the nature of this business, the agreement did not limit B&S geographically, and B&S was not required to provide service and warranty work performed by a typical tire dealer. (Id.) The agreement acknowledged that these differences provided B&S with "certain advantages" not provided to other dealers, and that "[i]t must be understood that these advantages are to be used only to obtain incremental business for us and to genuinely assist your minority enterprise, and not to disrupt our existing distribution system by merely displacing sales which would otherwise be made by our current dealers or by Bridgestone itself." (Id. at 819-20.) Among the advantages to B&S was that Bridgestone would drop-ship tires directly to B&S's customers.
Thus, defendants proposed to proceed on a "deal-specific" basis. B&S was not limited to "minority set-aside" business, but could pursue "any sales which are determined by Bridgestone to be incremental to Bridgestone." Moreover, B&S was free to deal in competitors' products, and defendants were free to utilize other minority enterprises. (Agreement at 820.)
With respect to termination, the agreement provided that:
(Id. at 820; see also id. at 815, ¶ 8(a).)
Over the years of the agreement, B&S purchased tires from Bridgestone on credit, sold the tires and was paid by its customers, then paid Bridgestone for the tires. (Harris Dep. at 1147-48 (152-53).) Harris personally guaranteed any indebtedness of B&S to Bridgestone. (Doc. No. 65 at 655-660 ["Guaranty"].) The guaranty is governed by the laws of Tennessee. (Id. at 658, ¶ L.)
On February 28, 2013, Harris received a hand-delivered letter from Kurt Danielson
The instant action arises from Bridgestone's termination of B&S's dealership, and the first amended complaint asserts one federal claim and five state claims. With respect to the federal claim, plaintiffs allege, pursuant to 42 U.S.C. § 1981, that Bridgestone's termination of the agreement was an intentional act of race discrimination and, after the termination letter was issued, B&S received less favorable treatment than did a non-minority Bridgestone dealer — Pomp's Tire Service, Inc. ("Pomp's"). (FAC ¶¶ 40-68.)
With respect to their state law claims, plaintiffs allege breach of contract (second claim — FAC ¶¶ 69-76), breach of implied covenant of good faith and fair dealing (third claim — FAC ¶¶ 77-86), promissory estoppel (fourth claim — FAC ¶¶ 87-97), intentional interference with contract (fifth claim — FAC ¶¶ 98-103), and fraud (sixth claim — FAC ¶¶ 104-113).
Defendants deny liability with respect to all of plaintiffs' claims, and assert counterclaims for breach of contract, account, and unjust enrichment, alleging that plaintiffs have not paid Bridgestone for tires purchased from Bridgestone on credit in the sum of $955,144.16. (Doc. Nos. 49 and 64 ["Counterclaims"].) In answering defendants' counterclaims, plaintiffs deny that defendants have been damaged at all, or in the sums alleged. (Doc. No. 70 ["Answer to Counterclaims"].)
Defendants move for summary judgment on all claims asserted in plaintiffs' first amended complaint, and on defendants' counterclaims. Plaintiffs seek partial summary judgment with respect to their first (§ 1981 race discrimination), second, (breach of contract), and third (breach of implied covenant of good faith) claims. The parties' cross motions with respect to plaintiffs' first, second, and third claims for relief essentially mirror their oppositions to the other's motion.
The foregoing is a summary of the background facts of this case. Additional facts will be discussed in greater detail as necessary and appropriate in the context of the Court's analysis of the parties' motions.
Summary judgment is appropriate where "there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A fact is material if its resolution affects the outcome of the lawsuit under the governing law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A dispute is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. If a reasonable jury could return a verdict for the nonmoving party, then summary judgment is not appropriate. Id.
The moving party must provide evidence to the court that demonstrates the absence of a genuine dispute as to any material fact. Once the moving party meets this initial burden, the opposing party must come forward with specific evidence showing that there is a genuine issue for trial. Celotex Corp. v. Catrett, 477 U.S. 317,
General averments or conclusory allegations of an affidavit do not create specific fact disputes for summary judgment purposes. See Lujan v. Nat'l Wildlife Fed'n, 497 U.S. 871, 888-89, 110 S.Ct. 3177, 111 L.Ed.2d 695 (1990). "Summary judgment requires that a plaintiff present more than a scintilla of evidence to demonstrate each element of a prima facie case." Garza v. Norfolk S. Ry. Co. 536 Fed.Appx. 517, 519 (6th Cir.2013) (citing Van Gorder v. Grand Trunk W. R.R., 509 F.3d 265, 268 (6th Cir.2007)). "`The mere existence of a scintilla of evidence in support of the [non-moving party's] position will be insufficient; there must be evidence on which the jury could reasonably find for the [non-moving party].'" Street v. J.C. Bradford & Co., 886 F.2d 1472, 1477 (6th Cir.1989) (quoting Anderson, 477 U.S. at 252, 106 S.Ct. 2505).
The district court's review on summary judgment is a threshold inquiry to determine whether there is the need for a trial due to genuine factual issues that must be resolved by a finder of fact because those issues may reasonably be resolved in favor of either party. Anderson, 477 U.S. at 250, 106 S.Ct. 2505. Put another way, this Court must determine "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Id. at 251-52, 106 S.Ct. 2505; see also Wexler v. White's Fine Furniture, Inc., 317 F.3d 564, 578 (6th Cir.2003).
Summary judgment is required:
Celotex, 477 U.S. at 322-23, 106 S.Ct. 2548 (internal quotation marks and citation omitted).
The typical summary judgment standard of review "poses unique issues" when cross motions for summary judgment are filed. B.F. Goodrich Co. v. U.S. Filter Corp., 245 F.3d 587, 592 (6th Cir.2001). In such case, the district court must evaluate each party's motion on its own merits, drawing all reasonable inferences against the moving party. Id. (citation omitted). If it is possible to draw inferences in either direction, then both motions for summary judgment should be denied. Id. at 592-93. The making of contradictory claims on summary judgment does not mean that if one is rejected the other must be accepted. Id.
As a preliminary matter, plaintiffs have objected to certain aspects of the following affidavits filed by the defendants in support of their dispositive motion: (1) Affidavit
Plaintiffs' objections to five of the affidavits — Danielson, Gaines, Whitsett, Crews, and Alberstadt — are based upon Reeves v. Sanderson Plumbing Prod., Inc., 530 U.S. 133, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000). In these affidavits, the affiants aver that defendants terminated B&S's dealership agreement for legitimate business reasons, and not because of race. Plaintiffs contend that, pursuant to Reeves, these factually disputed statements from "interested" witnesses should be precluded.
In Stratienko v. Cordis Corp., 429 F.3d 592 (6th Cir.2005), the Sixth Circuit held that the interpretation of Reeves advocated by the plaintiffs "leads to absurd consequences" because defendants are often only able to respond to a plaintiff's allegations through the testimony of their employees. Stratienko, 429 F.3d at 598 (quoting Almond v. ABB Indus. Sys., Inc., 56 Fed.Appx. 672, 675 (6th Cir.2003)). Thus, courts may consider the testimony or affidavits of a moving party's interested witnesses on summary judgment when the affidavits are not contradicted or the witness is not impeached or his credibility questioned. Id. (citations omitted). Accordingly, the plaintiffs' objections to the Court's consideration of the affidavits on summary judgment on the basis of Reeves, alone, are overruled.
Plaintiffs also object to the affidavits of Gaines and Crews, in which each aver that the affiant is African American, on the grounds that the race of the affiant is irrelevant pursuant to Fed. R. Evid. 402. However, the race of the affiant is not entirely irrelevant, and plaintiffs' objections on that basis are overruled. Though not dispositive, the fact that a decision-maker is the same race as plaintiff may weaken an inference of discrimination and, to the extent it is appropriate, a court may consider the race of an affiant. See Turner v. City of Akron, No. 5:06CV3023, 2008 WL 45376, at *14 n. 22 (N.D.Ohio Jan. 2, 2008), aff'd, 324 Fed.Appx. 453 (6th Cir. 2009). However, the Court did not find it necessary to consider the race of Gaines or Crews in ruling on the parties' motions, and plaintiffs' objection is overruled.
Plaintiffs object to the affidavits pursuant Fed. R. Civ. P. 56(c)(2) and (c)(4). Rule 56(c)(2) provides that "a party may object that the material cited to support or dispute a fact cannot be presented in a form that would be admissible in evidence." "[T]he objection contemplated by [the Rule] is not that the material `has not' been submitted in admissible form, but that it `cannot' be." Foreword Magazine,
Rule 56(c)(4) provides that affidavits used to support or oppose a motion for summary judgment "must be made on personal knowledge, set out facts that would be admissible in evidence, and show that the affiant ... is competent to testify on the matters stated." Plaintiffs do not specify which statements by affiants do not comply with the rule. Accordingly, plaintiffs' objections on the basis of Rule 56(c)(4) are overruled. As before, the Court will be mindful of any particular attested fact that specifically fails to meet the rule's requirements.
Plaintiffs also object to the affidavits on the basis of Fed. R. Evid. 401, 402, 801, and 901. With respect to the Danielson affidavit, plaintiffs contend that the presentations discussed in the affidavit lack foundation, are not relevant, and contain hearsay. The presentations describe defendants' business strategies, which are relevant because those strategies allegedly form a basis for terminating the agreement. Moreover, Danielson was a presenter and otherwise has personal knowledge of the presentations and defendants' business and marketing strategies. Danielson also avers that presentation materials attached as exhibits to his affidavit were prepared, maintained, and presented in the ordinary course of business. See Fed. R. Evid. 903(6). In addition, Danielson was deposed and subject to cross-examination regarding defendants' business strategies. Finally, the exhibits regarding defendants' business strategies are advanced to rebut plaintiffs' allegations that defendants' business strategies are fabricated and pretextual. See Fed. R. Evid. 801(d)(1). Plaintiffs' evidentiary objections to Danielson's affidavit are overruled.
With respect to the affidavit of Gaines, plaintiffs object to his reference to "various difficulties" with respect to Harris and B&S for lack of foundation as to detail of time place and issues. Plaintiffs object on the same basis with respect to Gaines's averments contrasting difficulties with Harris and the professionalism of a Bridgestone dealer that plaintiffs claim is similarly situated to B&S. But these statements in Gaines's affidavits are made from personal knowledge, and he was deposed and subject to cross-examination regarding his interactions with Harris, B&S, and Pomp's. Plaintiffs' evidentiary objections to Gaines's affidavit are overruled. That said, the Court did not consider Gaines's averments regarding difficulties with Harris in ruling on the parties' summary judgment motion.
The nature of plaintiffs' evidentiary objections, and the Court's analysis of those objections, to the affidavits of Whitsett, Crews, Harmon, Richardson, and Alberstadt is the same, and the objections are overruled. As before, the Court will be mindful of any particular attested fact that fails to meet the requirements of the evidentiary rules.
Both sides move for summary judgment on count one of the first amended complaint, which alleges that Bridgestone intentionally discriminated against plaintiffs on the basis of race in terminating the dealership agreement. Section 1981 "prohibits intentional race discrimination
Bridgestone contends that there is no direct evidence that it terminated the agreement because of race. (Def. Mot. at 1818-21 (citing Harris Dep. at 1144-45 (140-44)).) Plaintiffs advance no direct evidence of race discrimination in opposition to Bridgestone's motion or in their motion for summary judgment. Rather, both parties focus their arguments on circumstantial evidence of discrimination.
Claims of race discrimination under § 1981 based on circumstantial evidence, even in a non-employment context, are analyzed using the familiar McDonnell Douglas/Burdine burden-shifting framework. Under that three-part framework, if plaintiffs sustain their initial burden of establishing a prima facie case, then the burden shifts to Bridgestone to articulate a legitimate, non-discriminatory reason for terminating the dealership agreement. If Bridgestone can sustain this burden of production, then the burden shifts back to plaintiffs to advance evidence that Bridgestone's justification is a pretext for intentional discrimination. Spokojny, 589 Fed. Appx. at 778-79 (citing White v. Baxter Healthcare Corp., 533 F.3d 381, 391 (6th Cir.2008)); Baseball at Trotwood, LLC v. Dayton Prof'l Baseball Club, 204 Fed. Appx. 528, 536-37 (6th Cir.2006) (citing McDonnell Douglas, Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973)); TLC Realty 1 LLC v. Belfor USA Grp., Inc., No. 3:13-cv-56, 2016 WL 98599, at *4 (S.D.Ohio Jan. 8, 2016) (applying McDonnell Douglas framework) (citing White, 533 F.3d at 391).
As noted above, the burden-shifting framework of McDonnell Douglas is applied to prove intentional race discrimination in § 1981 cases by indirect evidence. But the model for a prima facie case announced in McDonnell Douglas
No matter how one might describe the first three components of a prima facie case in this action, the parties' argument over whether plaintiff can establish a prima facie case focuses only on the fourth element — whether Bridgestone treated similarly situated, non-minority Bridgestone dealers, more favorably than it treated plaintiffs. Thus the Court will limit its analysis to that element.
Plaintiffs contend that B&S and Pomp's are similarly situated because both engaged in the sales of Bridgestone tires to the government and are subject to the same Bridgestone rules and guidelines applicable to government sales. (Pl. Opp'n at 4455; Pl. Mot. at 1390.) Plaintiffs also contend that the "totality of the facts" establish a prima facie case because defendants did not eliminate the sale of Bridgestone tires to the government through authorized dealers, but "simply eliminated the authority of B&S, the only African-American dealer focused on making such sales, to continue with such sales, while allowing Pomp's, a White-owned company, to continue, to engage in government sales of Bridgestone tires." (Pl. Opp'n at 4456; see also Pl. Mot. at 1391-92.)
In order to be similarly situated under the McDonnell Douglas/Burdine analysis, a comparator need not be identical with the plaintiff in all respects. Rather, the comparators must be similar in all relevant aspects. TLC, 2016 WL 98599, at *5 (citing Wright v. Murray Guard, 455 F.3d 702, 710 (6th Cir.2006) (citing Ercegovich v. Goodyear Tire & Rubber Co., 154 F.3d 344, 353 (6th Cir.1998))); see also Bobo v. United Parcel Serv., Inc., 665 F.3d 741, 751 (6th Cir.2012) (citing Ercegovich, 154 F.3d at 353); Wheat, 785 F.3d at 238 (quoting Ercegovich, 154 F.3d at 352); Turner, 2008 WL 45376, at *10 ("[T]he Sixth Circuit has warned against the employment of a rigid standard for comparison. Rather, the court has explained that `in applying [this] standard courts should not demand exact correlation, but should instead seek relevant similarity.'") (quoting Perry v. McGinnis, 209 F.3d 597, 601 (6th Cir.2000)) (other citation omitted).
The relevant aspects for comparison between B&S and Pomp's relate to the reason for termination of the dealership agreement. TLC, 2016 WL 98599, at *5 (relevant factors include whether TLC and
Plaintiffs miss the mark by arguing that, because Pomp's and B&S both sold tires to the government, they are similarly situated. Bridgestone's stated reason for terminating the agreement relates to Bridgestone's distribution and marketing strategies. Pomp's continued ability to sell Bridgestone tires to the government is incidental to the fact that Pomp's remained an authorized Bridgestone dealer. Thus, in order to determine whether B&S and Pomp's are similarly situated, the relevant aspects for comparison are their attributes as authorized Bridgestone dealers relative to Bridgestone's articulated business strategies.
Harris operates B&S from his residence and has no storefront or retail locations, no Bridgestone signage, and little if any advertising or marketing. (Harris Dep. at 1144 (138-39); Doc. No. 84-4 (Affidavit of Kevin Whitsett ["Whitsett Aff."]) ¶ 5.) Harris converted a barn on his property, approximately 1,000 square feet in size, to utilize stalls for stacking tires and for storing tools and equipment. (Harris Dep. at 1122-23 (52-53); Whitsett Aff. ¶¶ 4-5 (B&S's storage capability is minimal compared to full-service dealers).) Excluding Harris and his wife, B&S employs four people. (Doc. No. 85-4 (Rule 30(b)(6) Deposition of Ronnie Harris ["Harris 30(b)(6) Dep."]) at 1167 (10).)
Although plaintiffs identified Pomp's as similarly situated for purposes of plaintiffs' § 1981 claim, Harris is only "vaguely" familiar with Pomp's. Harris knows that Pomp's has several operations throughout the country, but does not know about the services that Pomp's offers, the tire lines it carries, or the number of people that Pomp's employs. (Harris Dep. at 1134-35 (100-03).)
Bridgestone employee Gaines had direct business dealings with both B&S and Pomp's. (Landers Aff. ¶¶ 4, 6; Doc. No. 98-1 (Deposition of Landers Gaines May 20, 2015 ["Gaines Dep. 5/20/15"]) at 3208, 3175.) Pomp's is a much larger dealer than B&S, with multiple locations throughout the country. (Gaines Dep. 5/20/15 at 3231-32). Gaines personally visited a number of Pomp's locations and had the opportunity to see its offices, warehouses, and equipment. (Doc. No. 98-2 (Deposition of Landers Gaines May 21, 2015 ["Gaines Dep. 5/21/15"]) at 3411.) Pomp's dealership, one of the largest in the country, provides a broad array of tire-related services at multiple retail locations. (Gaines Aff. ¶ 6.)
"Pomp's and B&S's businesses are quite dissimilar. B&S's business model was that of a tire broker rather than a servicing dealer. B&S has a few employees who operated from their home offices. B&S did not provide many, if any, tire-related services — certainly not close to the range of services provided by Pomp's. When compared to Pomp's, B&S's storage facilities were limited, and B&S did not carry full lines of tires like Pomp's does." (Gaines Aff. ¶ 8; see also Whitsett Aff. ¶ 5.)
Plaintiff does not dispute Bridgestone's characterization of B&S's business, or the
These dealership attributes are relevant aspects for comparison because Bridgestone's stated reason for termination of the agreement relates to its market strategies. As discussed in greater detail below, Bridgestone's self-described market strategies involved providing a full complement of tire-related services to Bridgestone customers through a unified and coordinated network of dealers to give Bridgestone a competitive edge in the marketplace through increased customer loyalty and profits. (Doc. No. 91 (Affidavit of Kurt Danielson ["Danielson Aff."]) ¶¶ 4-5.)
Plaintiffs posit that the issue of whether B&S and Pomp's are similarly situated should be resolved by a jury, citing Bobo, supra, in support. But Bobo is inapposite. In that case, whether plaintiff (who was terminated for an admitted wrongdoing) was similarly situated to other employees (who denied wrongdoing) turned on a credibility determination. In this case, the differences with respect to Pomp's and B&S's dealerships are undisputed, and no credibility determination is required.
No reasonable jury could find that B&S and Pomp's are similarly situated Bridgestone dealers in view of the undisputed differences in the nature and scope of their dealership operations relative to Bridgestone's stated market strategies. Thus, defendants are entitled to summary judgment on plaintiffs' § 1981 claim because plaintiff cannot establish a prima facie case of discrimination.
Assuming for the purpose of this analysis that plaintiffs were able to establish a prima facie case of intentional race discrimination, under the McDonnell Douglas/Burdine framework, the burden would shift to defendants to identify a legitimate, non-discriminatory reason for terminating the dealership agreement. Bridgestone asserts that B&S's tire broker dealership model was not aligned with Bridgestone's change in distribution and marketing strategy to increase profits through a unified network of dealers providing a broad array of tire-related services to Bridgestone's customers.
The dealership agreement between B&S and Bridgestone provides that the relationship could be terminated by either party at any time, for any reason, with 30 days' notice. The reason articulated by Bridgestone — lack of fit with Bridgestone's changed business strategies — satisfies Bridgestone's burden to identify a legitimate, non-discriminatory reason for terminating the dealership agreement. See e.g. Baseball at Trotwood, 204 Fed.Appx. at
Once Bridgestone advances a legitimate non-discriminatory reason for its actions, the burden shifts to plaintiffs to establish that the stated reason is a pretext for intentional discrimination. A pretextual reason (1) has no basis in fact, (2) did not actually motivate the defendant's challenged conduct, or (3) is insufficient to justify the challenged conduct. Spokojny, 589 Fed.Appx. at 779 (citing Carter v. Univ. of Toledo, 349 F.3d 269, 274 (6th Cir.2003)); Amini, 440 F.3d at 360; see also Bare v. Fed. Exp. Corp., 886 F.Supp.2d 600, 612 (N.D.Ohio 2012) (citations omitted); TLC, 2016 WL 98599, at *6 (citing Chen v. Dow Chem. Co., 580 F.3d 394, 400 (6th Cir.2009)).
Plaintiffs contend that defendants' stated business reason for terminating B&S's dealership agreement has no basis in fact because: (1) the termination letter did not detail BATO's change in strategies; (2) Danielson was president of BATO's Commercial Services Division, which did the least business with B&S;
Plaintiffs have advanced no evidence that creates a genuine dispute of material fact with respect defendants' evidence that Bridgestone's move toward a full customer service distribution and marketing strategy began years before B&S's dealership agreement was terminated, or that these strategies were related to increasing price competition and decreased profits based on price alone. (See Danielson Aff. ¶¶ 5, 6 and exhibits thereto.) Indeed, the limited profit margins of a price-based business model is borne out by B & S's tire broker dealership. Harris testified that, on sales of $12 to $13 million dollars, B & S would either "break even," have a profit in the range of $30,000 to $40,000, "or be that much in
Bridgestone's stated business strategy is to increase profits through a service-oriented product delivery model that provides customers with a full complement of "wrap-around" tire-related services, which Bridgestone believes will provide a competitive edge in the market and increase Bridgestone and dealer profits. (Danielson Aff. ¶¶ 5, 6.) Bridgestone has concluded that this strategy works best through a unified and coordinated dealer network "with dealers who have the ability and willingness to interact and work with customers in multiple diverse ways." (Id. ¶ 5.)
But plaintiffs argue that Bridgestone's reason is simply a pretext for discrimination because Bridgestone's business strategy has no application to B&S's niche business in government sales. In support, plaintiffs cite the deposition testimony of three Bridgestone employees — Alberstadt, Jared Williams, and John Boynton — which plaintiffs contend proves that Bridgestone's strategies did not apply to B&S's government sales. (Pl. Mot. at 1393; see also Pl. Opp'n at 4457-59.) But the deposition testimony of these individuals does not support plaintiffs' argument.
Moreover, even if Bridgestone's strategy did not apply to B&S's tire broker model in governmental sales, that fact alone is insufficient to establish pretext. Bridgestone has determined that, in its view, the most effective strategy for increasing profits is through a unified network of dealers offering a full complement of services. Plaintiffs advance no evidence that dealers engaged in Bridgestone's service network and government sales are mutually exclusive or incompatible.
While Harris may have been comfortable with B&S's limited profits and low-key operation, there is no genuine dispute of material fact that Bridgestone was seeking to increase profit through a coordinated and unified network of dealers "who have the ability and willingness to interact and work with customers in multiple diverse ways." (Danielson Aff. ¶ 5.) The dealership agreement did not commit Bridgestone to B&S's tire broker business model in perpetuity, and specifically provides that the agreement could be terminated "for any reason" with 30 days' written notice. Bridgestone was not obligated under the agreement to continue supporting a dealership whose business model was not consistent with Bridgestone's stated overall business strategy to increase profits.
Bridgestone made a business decision that was unfavorable to plaintiffs. But the issue of pretext does not address the correctness or desirability of the reasons for that decision — even if Bridgestone's application of its business strategies was misguided or wrong, plaintiffs cannot establish pretext so long as Bridgestone's reason is honestly held. "If there is no reasonable dispute that [the defendant] made a `reasonably informed and considered decision' that demonstrates an `honest belief' in the proffered reason for the [adverse action], the case should be dismissed because no reasonable juror could find that the [adverse action] was pretextual." Trotwood, 204 Fed.Appx. at 536-37; Braun v. Ultimate Jetcharters, Inc., No. 5:12-CV-01635, 2013 WL 3873238, at *18 (N.D.Ohio July 25, 2013) (In order for the reason to be "honestly held, `[a defendant] must be able to establish its reasonable reliance on the particularized facts that were before it at the time the decision was made.'" (quoting Smith v. Chrysler Corp., 155 F.3d 799, 807 (6th Cir.1998)).
Plaintiffs have failed to carry their burden under the McDonnell Douglas/Burdine burden-shifting framework to advance evidence from which a reasonable jury could conclude that Bridgestone's reason
Plaintiffs have advanced no evidence of racial animus. Indeed, Bridgestone originally entered into the dealership agreement with B&S because it was a minority owned company in order to pursue minority set-aside business. Moreover, Bridgestone employees who participated in discussions and meetings regarding termination of B&S's dealership agreement, and who made the termination decision, aver that race played no role in those discussions and that the dealership was terminated for the reasons articulated by Bridgestone. (Danielson Aff. ¶ 9; Gaines Aff. ¶ 5; Alberstadt Aff. ¶ 4.) Plaintiffs have advanced no evidence that the declarations of these individuals are not credible, or identified evidence in the record that contradicts their statements. See Stratienko, 429 F.3d at 598.
On summary judgment, the movant bears the burden of demonstrating the absence of a genuine issue of material fact. But "within the context of the McDonnell Douglas/Burdine burden-shifting framework, plaintiff[s] still must discharge [their] burden of rebutting [defendants'] articulated non-discriminatory reason.... At the summary judgment stage, this requires plaintiff[s] to [produce] evidence from which a jury could reasonably doubt the [defendants'] explanation." Marsilio, 2013 WL 1855975, at *11 (internal quotation marks and citations omitted).
As discussed in detail, supra, plaintiffs have advanced no evidence from which a reasonable jury could conclude that plaintiffs have established a prima facie case, and even if they had, that Bridgestone's non-discriminatory reason for terminating B&S's dealership agreement was pretextual or otherwise not honestly held. In the absence of such evidence advanced by plaintiffs, and in the face of the undisputed evidence advanced by defendants, defendants have satisfied their burden on summary judgment of establishing that there is no genuine dispute of material fact that Bridgestone terminated B&S's dealership agreement for reasons unrelated to race, and no reasonable jury could find in favor of plaintiffs on this issue.
Plaintiffs' asserted basis for this Court's jurisdiction is 28 U.S.C. §§ 1331 and 1343 (1), (2), (3), and (4). (FAC ¶ 1.) Plaintiffs ask the Court to exercise supplemental jurisdiction over their state law claims pursuant to 28 U.S.C. 1367(a). (FAC ¶ 2.)
The Court has determined that defendants are entitled to summary judgment on plaintiffs' sole federal claim, which formed the basis for the Court's original jurisdiction. With the dismissal of plaintiffs' § 1981 federal claim, the Court must now determine whether to exercise its supplemental jurisdiction over plaintiffs' state claims and defendants' state counterclaims. This decision is left to the sound discretion of the trial court. 28 U.S.C. § 1367(c); United Mine Workers v. Gibbs, 383 U.S. 715, 726, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966); Pinney Dock & Transp. Co. v. Penn. Cent. Corp., 196 F.3d 617, 620 (6th Cir.1999) ("[D]istrict courts have broad discretion in deciding whether to exercise supplemental jurisdiction.").
"[A] federal court that has dismissed a plaintiffs federal-law claims should not ordinarily reach the plaintiff's
After reviewing the relevant considerations,
Accordingly, plaintiffs' state law claims, and defendants' counterclaims, are dismissed without prejudice, and the Court takes no position on the merits of these claims.
For the reasons contained herein, defendants' motion for summary judgment on plaintiffs' first claim for relief for race discrimination is GRANTED, and plaintiffs' motion for summary judgment on that claim is DENIED. Plaintiffs' state law claims, and defendants' counterclaims, are dismissed without prejudice, pursuant to 28 U.S.C. § 1367(c)(3).
Plaintiffs advance the deposition testimony of Alberstadt, who testified that both B&S and Pomp's engaged in government sales to the DLA between 2005 and 2007 — before Bridgestone terminated the dealership agreement. (Pl. Mot. at 1387; Doc. 95-2 (Deposition of Linda Alberstadt ["Alberstadt Dep."]) at 2485 (14).) To the extent plaintiffs claim that Pomp's replaced B&S with respect to sales to DLA because Pomp's continued those sales after B&S's dealership was terminated, such continued sales do not constitute replacement. See e.g., Novotny v. Elsevier, 291 Fed. Appx. 698, 702 (6th Cir.2008) ("[Male employee] did not take [female plaintiff's] position. Rather, he took on her job responsibilities in addition to his own. Such an act does not constitute replacement.").
In Anglers of the Au Sable v. United States Forest Service, 565 F.Supp.2d 812 (E.D.Mich. 2008), plaintiffs alleged that defendants violated the NFMA by approving a project that would, among other things, contribute to road density. In their motion for summary judgment, plaintiffs devoted one page to their NFMA claim with "not a word" about road density. When defendants moved for summary judgment on the NFMA claim, defendants also did not mention plaintiffs' allegation regarding road density, but "clearly sought to extinguish the whole of plaintiffs' claim under the Act." The court in Anglers of the Au Sable concluded that "[b]ecause the plaintiffs have shown no inclination to proceed on this allegation in the face of a motion for summary judgment seeking its resolution, the Court finds that the claim has been abandoned." Anglers of the Au Sable, 565 F.Supp.2d at 839.
Plaintiffs have not addressed the issue of pricing in the face of defendants' omnibus motion for summary judgment on plaintiffs § 1981 claim. It is plaintiffs' burden to properly present their arguments for judgment to the Court, and not the Court's burden to collect fragments of arguments scattered in the context of other claims, and attempt to piece together plaintiffs' arguments regarding pricing in the context of their § 1981 claim. Accordingly, the Court deems plaintiffs' § 1981 claim with respect to pricing abandoned, and dismisses that portion of plaintiffs' § 1981 claim. Anglers of the Au Sable, 565 F.Supp.2d at 839; see also Bauer v. Cnty. of Saginaw, 111 F.Supp.3d 767, 782 (E.D.Mich.2015), aff'd sub nom. Bauer v. Saginaw Cnty., 641 Fed.Appx. 510, No. 15-1718, 2016 WL 502782 (6th Cir. Feb. 9, 2016) (claims may be abandoned by failing to address or support them in response to a motion for summary judgment) (citing Clark v. City of Dublin, OH., 178 Fed.Appx. 522, 524-25 (6th Cir.2006) (when a plaintiff did not properly respond to arguments asserted by a defendant's motion for summary judgment as to two claims, "the District Court did not err when it found that the Appellant abandoned [those] claims") and Anglers of the Au Sable, 565 F.Supp.2d at 839 ("It is well settled that abandonment may occur where a party asserts a claim in its complaint, but then fails to address the issue in response to an omnibus motion for summary judgment.")); Moates v. Hamilton Cnty., 976 F.Supp.2d 984, 997 (E.D.Tenn.2013) (citing Anglers of the Au Sable, 565 F.Supp.2d at 839) (other citations omitted)); Barrows v. City of Chattanooga, Tenn., No. 1:10-CV-280, 2012 WL 5451525, at *8 (E.D.Tenn. Nov. 7, 2012) (same) (citations omitted).
