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First United, Inc., A California v. General Motors

March 25, 2011

FIRST UNITED, INC., A CALIFORNIA
CORPORATION, DBA DE LA FUENTE CADILLAC,
GREINER POWAY, INC.'S PLAINTIFF,
v.
GENERAL MOTORS, LLC, A DELAWARE DOC. NOS. 4, 6 LIMITED LIABILITY COMPANY; GREINER POWAY, INC., A DELAWARE CORPORATION; AND DOES 1 THROUGH 50, INCLUSIVE, DEFENDANTS.



The opinion of the court was delivered by: Hon. Jeffrey T.Miller United States District Judge

ORDER GRANTING PLAINTIFF'S MOTION TO REMAND AND DENYING DEFENDANT MOTION TO DISMISS AS MOOT

Plaintiff First United, Inc. ("First United") brought the instant suit against Defendants General Motors, LLC ("GM") and Greiner Poway, Inc. ("Greiner") in California Superior Court, stating ten causes of action: (1) breach of contract against GM; (2) breach of contract against Greiner; (3) breach of implied covenant of good faith and fair dealing against GM; (4) breach of implied covenant of good faith and fair dealing against Greiner; (5) intentional misrepresentation against GM; (6) negligent misrepresentation against GM; (7) interference with business, contractual, and economic relations against GM; (8) interference with prospective economic advantage against GM; (9) unfair trade practices in violation of CAL.

BUS. & PROF. CODE §17200 against both defendants; and (10) declaratory and injunctive relief against both defendants. (Doc. No. 1 Exh. A, hereafter "Complaint.") GM removed the suit to this court on the basis of diversity jurisdiction. (Doc. No. 1.) First United now moves for remand to state court. (Doc. No. 6.)

Pursuant to CivLR 7.1(d)(1), the court determines this matter is appropriate for resolution without oral argument. For the reasons set forth below, the court hereby GRANTS First United's motion and remands this case to state court.

I. BACKGROUND

First United is a California corporation that owns and operates De La Fuente Cadillac, a Cadillac automobile dealership in El Cajon, California in the County of San Diego. (Complaint ¶ 2.) Greiner is a Delaware corporation operating a GMC-Buick automobile dealership in Poway, California, also located in the County of San Diego. (Id. ¶ 4.) GM is a Delaware limited liability company that manufactures several lines of automobiles-including Cadillac and GMC-Buick-and distributes them to authorized dealerships for sale throughout the United States. (Id. ¶ 3; Doc. No. 11 p.1.)

On or around November 1, 2005, First United entered into a Dealer Sales and Service Agreement (the "First United/GM Agreement") with GM. (Complaint ¶ 14.) As part of the Agreement, GM agreed to consider any proposals made by First United regarding changes in ownership of its dealership, and to "not unreasonably refuse to approve" such proposals. (Id.¶ 16.) First United alleges that during the time in question, Greiner had an identical or substantially similar agreement with GM regarding the operation of its own dealership (the "Greiner/GM Agreement"). (Id. ¶ 18.)

On or around February 19, 2010, First United entered into negotiations with Ryan Butterfield ("Butterfield"), the president of Greiner, for the purchase of Greiner's GM franchise assets. (Id. 5, 8.) As part of this deal, First United sought to transfer Greiner's GMC-Buick dealership to El Cajon and consolidate it with its own Cadillac dealership. (Id.¶ 8.) First United and Greiner entered into a finalized purchase agreement (the "Franchise Purchase Agreement") on or around May 7, 2010. (Id. ¶ 9.) The Agreement provided in pertinent part:

11. Conditions to Closing -- BUYER [First United]:

BUYER's obligation to consummate the transactions contemplated by this AGREEMENT is conditioned upon the occurrence of the following events or the existence of the following conditions at or during the respective times referred to below:

a. The Written Approval of [GM] to transfer the ASSETS from SELLER [Greiner] to BUYER as contemplated by this AGREEMENT.

b. BUYER and [GM] shall have agreed upon the terms and conditions of a new dealer sales and service agreement.

c. Mutual agreement between the PARTIES for the terms of this AGREEMENT.

d. [GM] and the California Department of Motor Vehicles shall have approved the operation by BUYER of a GMC and Buick dealership at 1385-1405 East Main Street, El Cajon, California 92021 [the ...


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