Plaintiff automobile dealers appealed a judgment of the Superior Court of Orange County - timscotty/timscotty GitHub Wiki

Appeal Court Decision Plaintiff automobile dealers appealed a judgment of the Superior Court of Orange County (California), which, in a bench trial, found that the dealers lacked standing to assert claims against defendant manufacturer for withholding consent to transfer a dealership and that the dealers had unclean hands. On the manufacturer's cross-complaint, a jury awarded damages for fraud, and the trial court awarded restitution for unfair business practices.

Overview: business lawyer

The dealers were three corporations and their controlling shareholder. One of the corporations sold the dealership assets and assigned the dealer agreement to another of the corporations, without the manufacturer's consent. It also filed a certificate of dissolution without telling the manufacturer. When the manufacturer discovered what had happened, it denied the dealers' request for consent to the transfer. The trial court made no express factual findings as to refusal to consent, and the dealers did not obtain a statement of decision or make objections under Code Civ. Proc., §§ 632, 634. The court held that the corporations had standing, although the shareholder did not. The doctrine of implied findings required an inference that the trial court made factual findings necessary to determine that consent was reasonably withheld under Veh. Code, § 11713.3, subd. (e). Substantial evidence of the dealers' dishonesty supported that ruling. Fraud damages were properly awarded because sales incentive and warranty repair payments were made to unauthorized entities. Restitution under Bus. & Prof. Code, § 17203, was proper because the misrepresentation was an unfair business practice.

Outcome The court affirmed the trial court's judgment.