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Autobahn Imports LP v. Jaguar Land Rover North America, LLC

United States District Court, N.D. Texas, Fort Worth Division

June 20, 2017



          JOHN McBRYDE United States District Judge.

         Before the court for consideration and decision is the motion of plaintiff, Autobahn Imports, L.P., d/b/a Land Rover of Fort Worth ("Autobahn"), for summary judgment. After having considered the motion, the response thereto of defendant, Jaguar Land Rover North America, LLC ("Jaguar"), Autobahn's reply, the record of this action, and applicable legal authorities, the court has concluded that plaintiff's motion should be granted in part, and that the unresolved part should be severed into a separate action.


         Pertinent Background and Litigation History

         This action was filed by Autobahn in state court to recover damages and attorney's fees based on Jaguar's alleged violations of sections 2301.467(a)(1) and 2301.468 of the Texas Occupations Code ("Code") and Jaguar's alleged violation of section 1750.50(b)(1) of the Texas Business & Commerce Code. Doc. 1-4, ¶¶26, 29, &30.[1] Jaguar removed the action to this court. Doc. 1.

         Autobahn is a retailer/dealer of vehicles of which Jaguar is a distributor/manufacturer. Doc. 22 at 5. Jaguar had an incentive-based program, which it referred to as the "Business Builder, " contingent, among other things, on a dealer's sales. Id. Under the program, Jaguar paid its dealers a percentage of the manufacturer's suggested retail price ("MSRP") on each Land Rover vehicle sold if certain requirements were met. Id.

         A dispute arose between Autobahn and Jaguar as to whether Autobahn's sales of vehicles to leasing companies qualified Autobahn to receive the incentive benefits contemplated by the Business Builder program. Following an audit of Autobahn's sales from February 1, 2013, through January 31, 2014, Jaguar charged-back against Autobahn $317, 204.80, representing incentive benefits that Autobahn had received during that time period from sales to leasing companies. Id. at 6.

         In Hay 2 014, Autobahn initiated an administrative claim against Jaguar for violations of certain provisions of chapter 2301 of Subtitle A of chapter 14 of the Code. Doc. 21 at 6, ¶ 24. On September 7, 2016, the Board of the Texas Department of Motor Vehicles ("Board"), acting through its Chairman, issued a final order resolving in favor of Autobahn its dispute with Jaguar over the incentive payments. Doc. 22 at 28. Jaguar filed a motion for rehearing, which was denied by the Board by decision and order issued October 17, 2016. Id. at 30.

         As authorized by section 2301.751(a)(2) of the Code, Jaguar sought judicial review of the Board's final order by a document filed in the Court of Appeals for the Third Judicial District of Texas on November 16, 2016. Doc. 36 at App. 005. The appeal remains unresolved. Id. at App. 050-App. 052.

         Autobahn's live pleading in this action is its first amended complaint. Doc, 21. Its allegations clarify the causes of action Autobahn is asserting against Jaguar, by stating them as follows:

1. The first cause of action (Count 1) is a claim by Autobahn against Jaguar under the Texas Deceptive Trade Practices Act ("DTPA"), pursuant to section 2301.805(a) of the Code. Doc. 21 at 4, ¶ 15, & 8-11, ¶¶ 29-40. By this cause of action, Autobahn seeks to recover from Jaguar $317, 204.80, trebled to $951, 614.40. IcL at 8, ¶ 29, & 12, ¶ 40.
2. Autobahn seeks by its second cause of action (Count 2) to recover $317, 204.80 from Jaguar for breach of contract, claiming that Jaguar breached its contract with Autobahn by charging back against Autobahn the $317, 204.80 mentioned above. Id. at 12, ¶¶ 41-42.
3. Count 3 of the amended complaint seeks a declaratory judgment. The court does not consider that count to be relevant to the court's ruling on Autobahn's motion for summary judgment.
4. Autobahn's fourth cause of action (Count 4) seeks recovery of attorney's fees incurred by it in pursuing its administrative claim against Jaguar and in pursuit of this action. IcL. at 13-14, ¶¶ 45-48.


         Grounds of Autobahn's Motion, and Responsive Positions Taken by Jaguar

         A. Autobahn's Motion

         Autobahn seeks by its motion for summary judgment a summary adjudication in its favor of the first, second, and fourth causes of action described above, which Autobahn refers to in the motion as "its three causes of action against [Jaguar]." Doc. 27 at 4, ¶ 2. It describes in a general way the summary adjudications it seeks as follows:

Autobahn is entitled to summary judgment on each of its three causes of action against [Jaguar], which it asserted in this matter following an administrative proceeding before the Texas Motor Vehicle Board (the "Board"). First, [Jaguar]'s violations of Chapter 2301 of the Texas Occupations Code (the "Code"), as found by the Board, establish Autobahn's claim under the Texas Deceptive Trade Practices Act ("DTPA") as a matter of law, by virtue of a DTPA tie-in statute contained in the Code. Second, the Board expressly found that the underlying agreements in this matter collectively constitute valid and enforceable contracts that [Jaguar] breached by virtue of wrongful chargebacks. Finally, although Chapter 3 8 of the Texas Civil Practices and Remedies Code may not allow an award of attorneys' fees against a limited liability company, Autobahn is still entitled to recover its attorneys' fees by prevailing on its claims for violation of the DTPA.

Id. at 4-5, ¶ 2 (footnotes omitted).

         B. Jaguar's Response

         Jaguar starts its response with its contention that Autobahn is not entitled to pursue this action because it has not exhausted its administrative remedies. Doc, 35 at 1-3 & 5-9. It maintains that Autobahn's administrative remedies have not been exhausted until Jaguar's appeal from the Board's final order has been concluded. Id. at 7. Alternatively, Jaguar argues that even if Autobahn had the authority to pursue this action, there would be no basis for an award of treble damages because Autobahn has not established that the conduct of Jaguar about which Autobahn complains was committed knowingly, as contemplated by the pertinent section of the DTPA (section 1750.50(b)(1) of the Texas Business & Commerce Code). Id. at 9-11. Jaguar notes that it has credited Autobahn's customer account with the amount of $317, 204.80 (subject to a full reservation of rights), with the consequence, Jaguar argues, that it cannot be considered to have knowingly continued to withhold Autobahn's money. Id. at 10-11.

         Jaguar adds that even if Autobahn were entitled to recover attorney's fees, its recovery should be limited to attorney's fees incurred in the prosecution of this action, and should not include fees incurred in the Board proceeding or in Jaguar's state court appeal from the Board's final order. Id. at 11-12, Finally, Jaguar takes the position that Autobahn's motion for summary judgment would be inconsistent with a ruling the court earlier made that Jaguar could not assert a counterclaim against Autobahn in ...

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