Professional Documents
Culture Documents
10-3933
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MAURO MOTORS, INC.; SCOTIA MOTORS, INC; GOLDEN MOTORS; PEN MOTORS
INC.; BOB TAYLOR JEEP INC; BOLLINGER'S, INC.; BROTHER'S MOTORS
INC./DIAMOND DODGE; ST PETE JEEP CHRYSLER; RALLYE AUTO PLAZA INC; BILL
SPURLOCK DODGE, INC.; NEIL HUFFMAN INCORPORATED; ROCK OF TEXAS
AUTOMOTIVE INC; THOMAS DODGE CORP; SOUTH HOLLAND DODGE; PRIDE
CHRYSLER JEEP; TAYLOR-PARKER MOTOR COMPANY; EVANSVILLE CHRYSLER
INC; ALLEY'S OF KINGSPORT, INC.; AUGUSTA DODGE, INC.; M&M DODGE, INC.;
SCHOLTES AUTO WORLD; AXELROD CHRYSLER INC.; FIORE CHRYSLER JEEP/JIM
FIORE MOTORS; FAWS GARAGE; LAKES CHRYSLER JEEP LIMITED; VAN BURKLEO
MOTORS INC; FISHER MOTORS INC; COURTESY NISSAN INC; KEY BUICK-PONT-
AMC INC; EXTREME JEEP INC; SOUTHEAST AUTOMOTIVE; AMBASSADOR AUTO
SERVICE, INC.; MUELLER CHRYSLER INC; WILSON DODGE NISSAN; PRESTON
CHRYSLER JEEP; FORT MORGAN AUTO CENTER INC; SUPERIOR MOTORS INC;
WACO DODGE SALES INC; ARCHER CHRYSLER JEEP; D PATRICK INC; BREHM
GROUP INC; CLARKSTON MOTORS INC; BIRMINGHAM CHRYSLER PLYMOUTH
INC; BERLIN CHRYSLER INC; EL DORADO MOTORS INC; RUSSO GROUP
ENTERPRISES INC; FOX HILLS CHRYSLER JEEP INC; ORLEANS DODGE CHRYSLER
JEEP INC; WALKER MOTORS INC; SNOW, LLC; CHAMPION CHRYSLER; MONICATTI
CHRYSLER JEEP SALES; SHOEMAKER'S JEEP INC; RAY'S FORD-MERCURY NC/
RAY'S CDJ; BARBER BROS MOTOR CO INC; VAN LIESHOUT & SIMON DODGE;
DRAKE CHRYSLER; TENAFLY CHRYSLER JEEP INC.; WYCOFF CHRYSLER INC;
TERRY CHRYSLER JEEP INC; SOWELL AUTOMOTIVE INC; SOUTH SHORE
CHRYSLER; CIMINO BROTHERS FORD INC ; WILSON DODGE INC.; KALMAR
MOTOR SALES, INC; REUTHER INVESTMENT CO; MT CLEMENS DODGE INC;:
CONTINENTAL CHRYSLER JEEP INC; GOLICK CHRYSLER JEEP INC; BRUCE
CAMPBELL DODGE INC; ISLAND JEEP INCORPORATED; CLAYTON AMERMAN INC;
AUFFENBERG CHRYSLER INC; and DUVALL CHRYSLER DODGE JEEP INC;
Movants/Appellants,
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CHRYSLER, LLC
Appellee,
_____________________
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Pursuant to Fed.R.App.P. 26.1, no publicly traded corporation owns 10% or more of the
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TABLE OF CONTENTS
Argument ................................. 19
Conclusion ................................. 30
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TABLE OF AUTHORITIES
PURSUANT TO ―BLUE BOOK‖ RULE 10.7, APPELLANT’S CITATION OF CASES DOES NOT INCLUDE ―CERTIORARI
DENIED‖ DISPOSITIONS THAT ARE MORE THAN TWO YEARS OLD.
CASES
Bowie v. Maddox
540 F. Supp. 2d 204 –
Dist. Court, Dist. of Columbia 2008 ........................... 29
Gleason v. Jandrucko
860 F.2d at 559 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Nemaizer v. Baker
793 F.2d 58, 61 (2d Cir. 1986) ............................... 27
Workman v. Bell
245 F.3d 849, 852 (6th Cir. 2001) ........................... 18, 19, 22
RULES
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29
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STATEMENT OF JURISDICTION
The district court (Alvin K. Hellerstein, J.) had subject matter jurisdiction over this civil
case arising under federal law pursuant to 28 U.S.C. § 1331. The district court issued a final
decision affirming the Order of the Bankruptcy Court Denying the Movants Motion for
Reconsideration on August 30, 2010. Judgment entered the same day. On September 29, 2010,
the Rejected Dealers filed a timely notice of appeal pursuant to Fed.R.App.P. 4(a). This Court
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1. Whether the court erred and abused its discretion in determining that there was no
fraud on the court pursuant to 60(d)(3) by holding that the Bankruptcy Court's Rejection opinion
2. Whether the court erred and abused its discretion in dismissing Appellants' appeal as
untimely.
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PRELIMINARY STATEMENT
On June 9, 2009, the United States Bankruptcy Court, for the Southern District of New
York, Judge Arthur J. Gonzales, approved the rejection of Appellants' dealership contracts
(hereafter, the ―Rejected Dealers‖) by the Appellees (hereafter ―Old Chrysler‖) in the Rejection
Order of June 9, 2009, and supplemented with the Rejection Opinion of June 19, 2009.
As a result, the Rejected Dealers lost their main source of livelihood and were denied the
right to sell new Chrysler automobiles and parts. However, the underlying record during the
Southern District of New York Bankruptcy Court's proceedings clearly established that the
decision to restructure the dealership network - and therefore reject the Rejected Dealers’
contracts - was made by Old Chrysler upon its own initiative and not at the request of the
Meanwhile, Old Chrysler had a fiduciary duty to protect its estate. And by cutting the
dealership contracts, they subjected the estate to a potential rejection damages claim of
approximately one billion dollars. Had Old Chrysler assumed the entire dealership network, the
estate would have been free and clear of all rejection damage claims. Instead, Old Chrysler
chose to breach 789 dealership contracts when neither a request for such restructuring was made
by the purchaser, nor consideration given by the purchaser for such rejection. This was a direct
violation of Old Chrysler’s fiduciary duty to its estate and creditors. Therefore, the rejection of
the Rejected Dealers’ dealership contracts should not have been approved by the Bankruptcy
Court.
The Rejected Dealers seek reversal of the decision of the District Court, to vacate the
June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection Opinion, and to remand the
case to the U.S. Bankruptcy Court, Southern District of New York for damages.
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This appeal rises from the decision of United States District Court, Southern District of
New York, issued by Judge Alvin K. Hellerstein, initially entered on August 30, 2010 and
corrected on Sept. 14, 2010, CORRECTED ORDER AFFIRMING THE ORDER OF THE
This order affirmed the June 9, 2009 Rejection Order of the United States Bankruptcy
Court, Southern District of New York, issued by Judge Arthur J. Gonzalez, ORDER,
(B) GRANTING CERTAIN RELATED RELIEF, and affirming the June 19, 2009 of the United
States Bankruptcy Court, Southern District of New York, issued by Judge Arthur J. Gonzalez,
The Order also affirmed the Feb. 5, 2010 of the United States Bankruptcy Court,
Southern District of New York, issued by Judge Arthur J. Gonzalez, OPINION DENYING
REJECTION ORDER AND THE JUNE 19, 2009 REJECTION OPINION, Issued by Judge
Arthur J. Gonzalez.
During the Bankruptcy Court hearings, key Fiat executive, Alfredo Altavilla, testified
that it made no material difference to Fiat whether the dealership network was restructured prior
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to the sale closing. (See Appendix G, Tr. of May 27, 2009 Hr'g at 352.) This testimony was
clear and unambiguous. In the Bankruptcy Court's Rejection Opinion, the Court improperly
reversed the candid testimony of Altavilla by way of the fraudulent Footnote 21, wherein the
Court stated that Altavilla answered affirmatively to a question regarding whether the dealership
network needed to be restructured for the sale to close. (See App. pg. 68; Appendix B, June 19,
2009 Rejection Opinion at pg. 18, Footnote 21). But the witness actually answered negatively.
Again, Altavilla testified it made no material difference to Fiat whether the dealership network
The Bankruptcy Court changed the clear answer of the witness in Footnote 21 to make it
appear as if the witness said something he did not say. When the witness said it made no material
difference, the witness clearly indicated that the sale would close even if no dealers had been cut.
The Bankruptcy Court turned this testimony around by way of judicial ventriloquism.
The Rejected Dealers brought a Motion to Reconsider before Bankruptcy Judge Arthur J.
Gonzalez, the same judge who issued the Rejection Opinion. In that Motion, the Rejected
Dealers relied upon Rule 60(d)(3) and alleged fraud upon the court. At that time, the Rejected
Dealers did not allege that the fraud upon the court was intentional, but rather the Rejected
Dealers respectfully alleged that Footnote 21 exhibited a reckless disregard for the truth. The
Rejected Dealers also brought a separate reconsideration request based upon Rule 60(b)(1). In
the Opinion on Reconsideration, Judge Gonzalez held that the Rule 60(b)(1) motion was
untimely. (See App. pgs. 95-119; Appendix C, Judge Gonzalez's Opinion on Reconsideration.)
But Judge Gonzalez also acknowledged that there is no statute of limitations for fraud upon the
court. (See App. pg. 108; Appendix C at pg. 14.) The court then went on to dismiss the 60(d)(3)
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The Rejected Dealers then appealed to the Southern District of New York. On appeal,
the Rejected Dealers argued that the 60(b)(1) motion was, in fact, timely. However, Judge Alvin
K. Hellerstein ruled that it was untimely. Since that issue was soundly in the discretion of the
Court, the Rejected Dealers have not brought an appeal of the 60(b)(1) decision before the
Second Circuit. This appeal is strictly limited to the Rule 60(d)(3) fraud on the court issue.
The Rejected Dealers appealed the fraud on the court issue before the Southern District of
New York, but with a revised allegation that in condoning his own behavior in writing Footnote
21, Judge Gonzalez had therefore elevated the fraud from reckless to intentional. Judge
Hellerstein then dismissed the fraud upon the court argument as well. And in doing so, the court
made both a clear error of law, and three clearly erroneous findings of fact. (See App. pgs. 121-
127; Appendix D, Judge Hellerstein's District Court Opinion.) The Rejected Dealers now seek
review by the Second Circuit of these errors, and ask the court to reverse the decision of the
District Court, to vacate the June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection
Opinion, and to remand the case to the U.S. Bankruptcy Court, Southern District of New York
for damages.
STATEMENT OF FACTS
1. On May 27, 2009, Fiat representative Alfredo Altavilla was questioned, and his
response is set forth in the Sale Hearing Transcript at pg. 352 (See App. pg.138):
dealers that are being terminated, would Chrysler still go through with this deal -- I mean,
A. The answer is that a restructure needs to occur. Whether it occurs before or after the
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2. On June 9, 2009, Judge Arthur J. Gonzalez issued the June 9, 2009, Rejection Order
which approved the rejection of Appellants' dealership contracts. (See App. pgs. 4-9; App. A).
3. In Footnote 21 of the June 19, 2009 Rejection Opinion, Judge Gonzales wrote,
needed to be restructured for the Fiat Transaction to close, stating that a "restructuring needs to
occur." (See App. pg. 68; Appendix B, June 19, 2009 Rejection Opinion at pg. 18, Footnote 21).
PROCEDURAL HISTORY
On May 27, May 28 and May 29, 2009, the United States Bankruptcy Court held
hearings to discuss the conditions upon which Chrysler, LLC might be transferred to its new
owners. At the May 27th hearing, the testimony of Fiat representative Alfredo Altavilla was
On May 31, 2009, Judge Arthur J. Gonzales, entered the Order, (1) Authorizing The Sale
Of Substantially All Of The Debtors’ Assets, Free And Clear Of All Liens, Claims, Interests And
Contracts And Unexpired Leases In Connection Therewith And Related Procedures And (3)
On June 1, 2009, the court followed with its Opinion Granting Debtors’ Motion Seeking
Authority To Sell, Pursuant To 11 USC §363, Substantially All Of The Debtors’ Assets.
On June 9, 2009, the court entered its Order, Pursuant To Sections 105 And 365 Of The
Bankruptcy Code And Bankruptcy Rule 6006, (A) Authorizing The Rejection Of Executory
Contracts And Unexpired Leases With Certain Domestic Dealers And (B) Granting Certain
Related Relief.
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On June 19, 2009, the court followed with its Opinion Regarding Authorization Of
Rejection Of All Executory Contracts And Unexpired Leases With Certain Domestic Dealers
On December 25, 2009, Appellants filed their Motion Of Certain Dealers To Reconsider
The Court’s June 9, 2009, Rejection Order And June 19, 2009 Rejection Opinion, and filed
Thereafter, Old Car Co filed its Objection Of Debtors And Debtors In Possession To
Amended Motion Of Certain Dealers To Reconsider The Court’s June 9, 2009, Rejection Order
Appellants then filed their Amended Motion Of Certain Dealers To Reconsider The
Court’s June 9, 2009, Rejection Order And June 19, 2009 Rejection Opinion Amended Only To
Old Car Co then filed their Objection and Brief on January 15, 2010.
Judge Gonzales then entered the Order Signed On February 5, 2010, Denying Rejected
Dealers’ Motion For Reconsideration Of The June 9, 2009 Rejection Order And The June 19,
2009 Rejection Opinion (Docket #6342, February 5, 2010) And His Opinion Signed February 5,
2010, Denying Rejected Dealers’ Motion For Reconsideration Of The June 9, 2009 Rejection
Order And The June 19, 2009 Rejection Opinion (Docket #6341, opinion signed on February 5,
2010).
Appellants then filed their Notice Of Appeal on February 12, 2010; however, because of
a snowstorm and other problems with the electronic filing system, the payment of fees for the
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appeal were not paid until February 16, 2010, both of which were within the fourteen days
Appellants then certified the record on appeal on March 2, 2010, fourteen days from the
At the United States District Court, Southern District of New York, on July 8, 2010,
Judge Hellerstein ordered oral argument on his own motion, scheduled to be heard on July 28,
2010.
On July 28, 2010, Judge Hellerstein adjourned oral argument, which was subsequently
On August 30, 2010, Judge Hellerstein entered the Order Affirming the Order of the
Bankruptcy Court, Dismissing Appellee’s Motion for Certain Relief, and Denying Without
On September 14, 2010, Judge Hellerstein entered the Corrected Order Affirming the
Order of the Bankruptcy Court, Dismissing Appellee’s Motion for Certain Relief, and Denying
On September 30, 2010, the Rejected Dealers filed its Notice of Appeal.
STANDARD OF REVIEW
Rule 60, titled ―Relief from a Judgment or Order‖ is incorporated into bankruptcy
proceeding...
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The Rejected Dealers retain their right under F.R.C.P. 60(d)(1) to bring an independent
action for relief from fraud on the court as the Rejected Dealers’ Motion For Reconsideration
"Moreover, courts addressing “motions for fraud upon the court have
consistently proceeded on the presumption that the savings clause applies to motions.”
Weldon v. United States, 225 F.3d 647, 2000 WL 1134358 at *1 (2d Cir. 2000)
(unpublished summary order)..." In re Old Car Co, 2010 Bankr. LEXIS 287 (Bankr.
Denial of the Rejected Dealers’ Motion To Reconsider is reviewed by the District Court
for abuse of discretion. Grace v. Bank Leumi Trust Co., 443 F.3d 180, 187 (2d Cir. 2006). "A
...court 'abuses' or 'exceeds' the discretion accorded to it when (1) its decision rests on an error of
law (such as application of the wrong legal principle) or a clearly erroneous factual finding..."
Zervos v. Verizon Wireless New York, Inc. 252 F.3d 163, 168-169 (2d Cir. 2001) (citing Cooter
& Gell v. Hartmarx Corp., 496 U.S. 384, 405, 110 L. Ed. 2d 359, 110 S. Ct. 2447 (1990) ("A
district court would necessarily abuse its discretion if it based its ruling on an erroneous view of
the law or on a clearly erroneous assessment of the evidence."); Milanese v. Rust-Oleum Corp.,
244 F.3d 104, 110 (2d Cir. 2001) ("A district court abuses its discretion if it bases its ruling on a
SUMMARY OF ARGUMENT
(Appendix D at pg. 5), the court held that The Rejected Dealers’ fraud on the court motion was
untimely. This was a clear error of law. The U.S. Supreme Court's controlling precedent states
there is no statute of limitations when fraud upon the court is involved. Hazel-Atlas Glass Co. v.
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Hartford-Empire Co., 322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944), overruled on other grounds
by Standard Oil Co. of Cal. v. United States, 429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976).
Furthermore, Judge Hellerstein also erred, on page 6 of his Opinion, when he held that
there was no fraudulent statement in Footnote 21 of the Bankruptcy Court's Rejection Opinion:
"Since the footnote did not contain a false statement, there could be no fraud on
the court. See Workman v. Bell, 245 F.3d 849 (6th Cir. 2001)." (See App. pg. 126;
Judge Hellerstein correctly indicates that if there was a false statement in the lower
court's Footnote 21, such a false statement would establish fraud on the court. The court
properly cited the Workman case as authority. Therefore, Judge Hellerstein's statement on page
6 of the District Court's opinion is certainly in agreement with The Rejected Dealers’ theory of
the case which argued that a Judge will commit fraud upon the court by falsifying a footnote in
his written opinion. Where Judge Hellerstein erred was in holding that there was no false
Fiat executive, Alfredo Altavilla, testified that it made no material difference to Fiat
whether the dealership network was restructured prior to the sale closing. This testimony was
clear and unambiguous. Judge Gonzalez then completely turned that testimony around to make
it appear as if the witness stated it did make a material difference and that the restructuring was a
condition precedent to the sale closing. According to Altavilla, the exact opposite is true.
The core issue before this honorable court is whether judges will be allowed to reverse
the statement of a witness by way of judicial ventriloquism. Such a precedent will bring havoc
upon the United States judicial system. The witness unambiguously stated that whether
dealership restructuring took place before the sale closed made no material difference to the
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purchaser. Judge Gonzalez turned that testimony around in Footnote 21 of the Rejection
Opinion by stating that the witness testified restructuring of the dealership network was required
in order for the sale to close. In doing so, Judge Gonzalez falsified the testimony of this key
witness. Hence, fraud on the court has contaminated the proceedings and must be condemned
and reversed.
LEGAL ARGUMENT
1. Whether The District Court Erred And Abused Its Discretion In Determining That
There Was No Fraud On The Court Pursuant To Rule 60(d)(3) By Holding That The
Bankruptcy Court's Rejection Opinion At Footnote 21 Did Not Contain A False
Statement?
Judge Hellerstein made a clearly erroneous finding of fact on page 6 of his Opinion
when he held that there was no fraudulent statement in Footnote 21 of the Bankruptcy Court's
Rejection Opinion:
"Since the footnote did not contain a false statement, there could be no fraud on
the court. See Workman v. Bell, 245 F.3d 849 (6th Cir. 2001)." (See App. pg. 126;
By reverse implication, Judge Hellerstein correctly indicates that if there was a false
statement in the lower court's footnote, such a false statement would establish fraud on the court.
In Footnote 21 of the June 19, 2009 Rejection Opinion, Judge Gonzalez impermissibly
changed the meaning of testimony of Fiat executive, Alfredo Altavilla, (―Altavilla‖). The second
network needed to be restructured for the Fiat Transaction to close, stating that a
'restructuring needs to occur.' (See App. pg. 68; Appendix B at pg. 18.)
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That is absolutely false. Altavilla never testified as asserted in Footnote 21, or in any
other part of the record. In fact, Altavilla stated exactly the opposite when he told the court that it
was "not a material difference" to Fiat whether dealer restructuring happened before or after the
sale closed. The exact testimony Judge Gonzalez references in Footnote 21 is found in the May
dealers that are being terminated, would Chrysler still go through with this deal -- I mean,
A. The answer is that a restructure needs to occur. Whether it occurs before or after the
restructuring occurred after the closing of the deal. Therefore, Fiat would have gone through with
the purchase without Appellants having lost their dealerships. As such, there was no reason for
the Debtor to reject those contracts and certainly no legal cause for the Court's approval of the
rejections.
Judge Gonzalez changed the meaning of this testimony so as to invalidate what the
witness actually said. This is not proper by any standard. It's also noteworthy to point out here
that Judge Hellerstein made a second clearly erroneous finding of fact when he stated, on pg. 1
"However, approximately six months after the time to appeal expired, Appellants
filed a motion for reconsideration, arguing in part that Chief Judge Gonzalez committed
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But Appellants certainly did not allege intentional fraud in the motion for
reconsideration. Instead, Appellants alleged that Judge Gonzalez acted with reckless disregard
for the truth. It was only in the appeal to the Southern District of New York that Appellants
alleged Judge Gonzalez's Opinion on Reconsideration, having failed to explain such reckless
disregard for the truth, and having instead upheld it, thereafter elevated his conduct to intentional
fraud.
judicial behavior which should not be tolerated. Judge Gonzalez had the chance to correct the
reckless error by way of his Opinion On Reconsideration, but instead he chose to stand by the
reckless disregard for the truth and therefore it now must be considered intentional. Regardless,
Judge Hellerstein was wrong in stating that such intentionality was alleged in the Motion to
The record clearly and convincingly indicates that the assertion by Judge Gonzalez in
important issue related to the Rejection Motion, and it mocks the purpose of justice. Without the
false assertion erroneously attributed to Altavilla by Judge Gonzalez, the record of the case lacks
any evidence whatsoever to indicate that rejection of the dealership contracts was requested by
The record is now decisive that Judge Gonzalez did not merely misstate Altavilla's
testimony; Judge Gonzalez changed the meaning of Altavilla's testimony. And it is precisely this
action which gives rise to fraud on the court. The plain meaning of Altavilla’s complete response
is that restructuring did not need to occur for the sale to close. There is no lawful justification for
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allowing the fraudulent Footnote 21 to stand. Tellingly, Judge Gonzalez didn't even try to defend
Appellants relied upon Workman v. Bell, 245 F.3d 849 (6th Cir. 2001) in support of the
“The elements of a 'fraud upon the court' are numerous. Fraud on the court is
conduct: 1) on the part of an officer of the court; 2) that is directed to the judicial
machinery itself; 3) that is intentionally false, willfully blind to the truth, or is in reckless
disregard for the truth; 4) that is a positive averment or a concealment when one is under
Judge Gonzalez changed the meaning of Altavilla's testimony and then relied upon his
own revision to support the Rejection Order. The court has therefore been defrauded and it is
entirely irrelevant that the time for direct appeal has expired:
influence is attempted or where the judge has not performed his judicial
function--thus where the impartial functions of the court have been directly
corrupted.” Envirotech Corp. v. Amstar Corp., 48 F.3d 1237 (Fed. Circ. 1995)
(quoting Bullock v. United States, 721 F.2d 713, 718 (10th Cir.1983)). (Emphasis
added.)
Changing the unambiguous testimony of a key witness to make that testimony fit the
Court's desired conclusion is a failure of the judicial process which directly corrupts the impartial
function of the court. Envirotech and Bulloch also make clear that intentional corruption or
improper influence aren't even necessary elements of fraud on the court if one establishes that the
judge has not performed his common judicial function. Such a malfunction of the judicial
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On pg. 2 of the District Court's Opinion, Judge Hellerstein makes a vital third clearly
witness‟s testimony in a footnote in the Rejection Opinion." (See App. pg. 122, Appendix
D at pg. 2.)
Judge Gonzalez did not "paraphrase" Altavilla's testimony, he clearly reversed it. A
difference to Fiat whether the dealership network was restructured prior to the sale closing. But
Judge Gonzalez's Footnote 21 states the exact opposite. If this was a criminal trial and a key
witness stated, "I did not see the accused shoot the victim," it would certainly be fraudulent for
the Judge's Opinion to state that, "The witness said he did see the accused shoot the victim."
If it was originally a reckless disregard for the truth when Judge Gonzales published the
Rejection Opinion, it was later elevated to an intentional lie when he failed to correct Footnote
Instead of basing arguments upon the actual record of the case, Old Chrysler’s counsel
supplemented the record on their own - and not under oath - by making reference to statements
which do not exist anywhere in the record. Old Chrysler’s counsel created fraudulent facts out
of thin air by adding statements into the record which are not quoted and do not contain citations
"Further, the Dealer Rejection Opinion disproves the Appellants' argument on the
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merits. The Court‟s statements therein [emphasis added] show that the Court did not
conceal, mischaracterize or alter Mr. Altavilla's testimony and was fully aware of his
statement that Fiat did not perceive a material difference in whether the dealership
rejections occurred before or after the closing of the Fiat Transactions, as long as the
network restructuring did, in fact, occur as part of the sale transaction." (Debtor's
This statement is fraudulent. Old Chrysler’s counsel has mysteriously supplemented the
record by alleging that Mr. Altavilla's testimony states dealer restructuring needed to occur ―as
part of the sale transaction‖. But nowhere does Altavilla say anything of the sort. This new
assertion is also an intentional fraud upon this Court. Old Chrysler’s counsel makes this claim
when no such testimony exists anywhere in the record. It's a blatant lie.
In support of this lie, Old Chrysler’s Counsel states, "See Dealer Rejection Opinion at
pg. 26). But when you visit the Rejection Opinion at 195-197 (referring to In re Old Carco, LLC,
406 B.R. 180 (Bankr. S.D.N.Y. 2009), there is no such quote from Altavilla. (See App. pgs. 64-
68; Appendix B, pg. 14 - 18). Had Altavilla actually made such a statement, learned counsel
would surely cite to a page in the hearing transcript where such testimony could be found. But
there is no such testimony. This exhibits the judicial machinery breaking down into chaos.
Counsel is required to cite to the transcript and quote the witness therefrom. But that would be
Counsel’s fabrication is then repeated again (see Debtor's Objection Memo at pg. 26, par.
45):
―Mr. Altavilla’s snippet of testimony on which Movants rely merely addressed the issue
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of timing — i.e., did the contract designations have to take place before or after closing.
Mr. Altavilla testified that either was fine, as long as the restructuring was accomplished
Altavilla said no such thing. There is absolutely no support for this false assertion. It's
another intentional fraud upon the Court. Altavilla never stated that restructuring had to be
―accomplished as part of the sale transaction.‖ This behavior is fraud on the court, a fabrication
Judge Gonzalez also fabricated an assertion which does not exist in the record. The judicial
Judge Gonzalez failed to acknowledge that there is an ongoing record which did not end
with the Bankruptcy Court's Rejection Opinion. The record continues through this process and
grows with each new filing. The fraud has been perpetrated upon the entire record of the case.
Conclusion.
The sanitization of Footnote 21 by the District Court stands as a brutal attack on the normal
judicial function by setting a frightening standard. Should judges be allowed to change the
testimony of witnesses, the judicial machinery will be defiled by forfeiting all notions of justice
to fraud.
2. Whether The District Court Erred And Abused Its Discretion In Dismissing The
Rejected Dealers’ Appeal As Untimely?
On page 5 of the District Court's Opinion (See App. pg. 125; Appendix D at pg. 5), Judge
Hellerstein held that the Rejected Dealers’ fraud on the court motion was untimely:
"Appellants have failed to explain why this motion was not made earlier, when it
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would have been timely, or why the arguments advanced here could not have been raised
in a timely appeal. Appellants may not use the 'extraordinary judicial relief' of a motion
to reconsider to excuse their failure to timely appeal the Rejection Order and Opinion.
Nemaizer, 793 F.2d at 61; Batac Dev. Corp. v. B & R Consultants, Inc., No. 98 Civ. 721
(CSH), 2000 U.S. Dist. LEXIS 3695, at *8-9 (S.D.N.Y. Mar. 22, 2000) (citing Competex,
S.A. v. Labow, 783 F.2d 333, 335 (2d Cir. 1986); Fleming v. N.Y. Univ., 865 F.2d 478,
Judge Hellerstein's holding that The Rejected Dealers’ fraud on the court motion was
untimely is a clear error of law since the U.S. Supreme Court has established there is no statute
of limitations when fraud on the court is involved. Hazel-Atlas Glass Co. v. Hartford-Empire
Co., 322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944), overruled on other grounds by Standard
Oil Co. of Cal. v. United States, 429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976). That the time
to appeal may have already expired when fraud on the court is discovered is irrelevant according
“[E]ven if Hazel did not exercise the highest degree of diligence, Hartford's fraud
administration of justice in the manner indisputably shown here involves far more than
an injury to a single litigant. It is a wrong against the institutions set up to protect and
consistently with the good order of society. Surely it cannot be that preservation of the
integrity of the judicial process must always wait upon the diligence of litigants. The
public welfare demands that the agencies of public justice be not so impotent that they
must always be mute and helpless victims of deception and fraud.” Hazel-Atlas, 322 U.
26
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S. 246.
Furthermore, the authorities cited above (See Appendix D at pg. 5) by Judge Hellerstein
do not in any way support his contention that The Rejected Dealers’ fraud on the court motion is
untimely. Nemaizer v. Baker, 793 F.2d 58, 61 (2d Cir. 1986), did not discuss fraud on the court.
The same is true for Batac Dev. Corp. v. B & R Consultants, Inc., and Competex, S.A. v. Labow,
Judge Hellerstein also relied upon Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117
"To establish a claim under Rule 60(d), the Appellants must 'demonstrate that
[they] had no adequate remedy at law or that [their] „fault, neglect, or carelessness did
not create the situation for which [it] seek[s] equitable relief.‟ LinkCo, Inc. v. Naoyuki
Akikusa, 615 F. Supp. 2d 130, 135 (S.D.N.Y. 2009) (quoting Campaniello Imports, Ltd.,
117 F.3d at 662)." (See App. pg. 123; Appendix D at pg. 3.)
But The 2d Circuit Court of Appeals in Campaniello took direct note of the fact that
"Rule 60(b)'s 'savings clause' allows 'a court to entertain an independent action to
relieve a party from a judgment, order, or proceeding ... or to set aside a judgment for
fraud upon the court.' Fed.R.Civ.P. 60(b). As allowed by this provision, appellants have
Appellants do not base their claim for rescission of the settlement on fraud
upon the court. Instead, they concentrate on the "provision--independent of the provision
27
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perpetrated upon a party..." Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117 F.3d
that case, the 2d Circuit made it clear that fraud upon the court was not at issue.
The District Court, in LinkCo, Inc., v. Naoyuki Akikusa, stated that the fraud arguments in
LinkCo's complaint indicated "obstruction of discovery and witness perjury", LinkCo, Inc. v.
Akikusa, 615 F. Supp. 2d 130, 137 (S.D.N.Y. 2009), to which the District Court established that
such allegations indicated "a fraud upon a single litigant -- LinkCo -- rather than a fraud upon the
Court." Id. at 136. Appellants here have alleged fraud on the part of Bankruptcy Judge
Gonzalez, an allegation which, if established, does rise to fraud on the court. Therefore, LinkCo
is clearly distinguished since the facts in that case, as noted by the District Court, did not rise to
Moreover, both Judge Hellerstein and Judge Gonzalez have erroneously analyzed the
timely issue for fraud on the court by indicating that Appellants could have been more diligent in
discovering the fraud within the ordinary time to appeal. However, as the US Supreme Court
stated in Hazel-Atlas, “[E]ven if Hazel did not exercise the highest degree of diligence,
Hartford's fraud cannot be condoned for that reason alone..." Hazel-Atlas 322 U. S. 246. The
Rejected Dealers discovered the fraud on the court within six months, whereas in Hazel-Atlas the
fraud was discovered nine years later. As stated by the Supreme Court, even if the discovering
party did not exercise the highest degree of diligence in discovering the fraud, fraud on the court
cannot be condoned for that reason alone. The Rejected Dealers brought their 60(d)(3) motion as
Moreover, the fraud on the court was not discovered by Judge Hellerstein, who ruled that
28
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there was no fraudulent statement in Footnote 21. Should this honorable court find that Footnote
21 is fraudulent, Judge Hellerstein's confusion over the issue is itself evidence of the intricate
and deceptive nature of the fraud. It was effectively hidden in plain sight even when thoroughly
Incredibly, Judge Gonzalez, in his Opinion on Reconsideration, also held that the fraud
"While Rule 60(c)(1) limits the time within which a motion under Rule 60(b)(3)
must be made to one year, a claim based upon fraud on the court under Rule 60(d)(3) is
intended “to protect the integrity of the judicial process” and, therefore, is not time-
barred." Bowie v. Maddox, No. 03-948, 2010 WL 45553, at * 2, ___ F.Supp. ___, ____
(D. D.C. 2010) (citing 12 James WM.MOORE et al., MOORE‟S FEDERAL PRACTICE §
60.21[4][g] & n.52 (3d ed. 2009) (other citation omitted)). (See App. pg. 108; Appendix
C at pg. 14.)
Fraud on the court prohibits the judicial machinery from functioning in its normal
manner:
"While fraud on the court can support Rule 60(d) relief, such fraud must
Jandrucko, 860 F.2d at 559; accord Hadges v. Yonkers Racing Corp., 48 F.3d 1320,
1325 (2d Cir. 1995) (observing that such fraud "embraces only that species of fraud
which does or attempts to, defile the court itself, or is a fraud perpetrated by officers of
the court so that the judicial machinery cannot perform in the usual manner its impartial
task of adjudging cases" (internal quotation marks omitted)). This is because Rule 60(d)
actions are warranted only when necessary "to prevent a grave miscarriage of justice."
29
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United States v. Beggerly, 524 U.S. 38, 47, 118 S. Ct. 1862, 141 L. Ed. 2d 32 (1998)."
Linko, Inc., v. Naoyuki Akikusa, 2010 U.S. App. LEXIS 3498 (2d. Cir. 2010) (summary
order).
Fraud on the court is available as a remedy at any time as long as the conduct involved
has defiled the court by inhibiting the normal judicial machinery. Hadges v. Yonkers Racing
Corp., at 1325. If Judges are granted permission to change, rather than interpret, the testimony of
witnesses, the judicial machinery will obviously break down into chaos. It's not an interpretation
or a paraphrase for the Court to hold that the testimony of the witness was "yes", if the testimony
of the witness was actually "no". To allow a Judge that power is to allow and condone fraud on
the court. When such a fraud can be proved, the U.S. Supreme Court has held that the issue is
Conclusion.
The District Court's ruling that The Rejected Dealers’ fraud on the court motion was
untimely is in direct contrast with precedent set by the U.S. Supreme Court in the Hazel-Atlas
decision. Therefore, Judge Hellerstein's legal conclusion is clearly in error and should be
reversed.
The Rejected Dealers seek reversal of the decision of the District Court, to vacate the
June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection Opinion, and to remand the
case to the U.S. Bankruptcy Court, Southern District of New York for damages.
///
///
///
///
30
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// Stephen Pidgeon //
// Leo C. Donofrio //
PIDGEON & DONOFRIO GP
Old Federal Building
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774 telephone
(425)818-5371 facsimile
Attorneys for the Rejected Dealers
32(a)(7)(B) because:
a. This brief contains 7,396 words, without excluding the parts of the brief
b. This brief uses a monospaced typeface and contains 729 lines of text,
without excluding the parts of the brief that are exempted pursuant to Fed.R.App.P.
32(a)(7)(B)(iii);
Word 2003 and Adobe Acrobat (.pdf) in Times New Roman, using a 12 point font.
// Stephen Pidgeon //
Attorney for the Movants Appellants
Dated this 8th day of November, 2011
31
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10-3933
---------------------------------------------------------------------------------
MAURO MOTORS, INC.; SCOTIA MOTORS, INC; GOLDEN MOTORS; PEN MOTORS
INC.; BOB TAYLOR JEEP INC; BOLLINGER'S, INC.; BROTHER'S MOTORS
INC./DIAMOND DODGE; ST PETE JEEP CHRYSLER; RALLYE AUTO PLAZA INC; BILL
SPURLOCK DODGE, INC.; NEIL HUFFMAN INCORPORATED; ROCK OF TEXAS
AUTOMOTIVE INC; THOMAS DODGE CORP; SOUTH HOLLAND DODGE; PRIDE
CHRYSLER JEEP; TAYLOR-PARKER MOTOR COMPANY; EVANSVILLE CHRYSLER
INC; ALLEY'S OF KINGSPORT, INC.; AUGUSTA DODGE, INC.; M&M DODGE, INC.;
SCHOLTES AUTO WORLD; AXELROD CHRYSLER INC.; FIORE CHRYSLER JEEP/JIM
FIORE MOTORS; FAWS GARAGE; LAKES CHRYSLER JEEP LIMITED; VAN BURKLEO
MOTORS INC; FISHER MOTORS INC; COURTESY NISSAN INC; KEY BUICK-PONT-
AMC INC; EXTREME JEEP INC; SOUTHEAST AUTOMOTIVE; AMBASSADOR AUTO
SERVICE, INC.; MUELLER CHRYSLER INC; WILSON DODGE NISSAN; PRESTON
CHRYSLER JEEP; FORT MORGAN AUTO CENTER INC; SUPERIOR MOTORS INC;
WACO DODGE SALES INC; ARCHER CHRYSLER JEEP; D PATRICK INC; BREHM
GROUP INC; CLARKSTON MOTORS INC; BIRMINGHAM CHRYSLER PLYMOUTH
INC; BERLIN CHRYSLER INC; EL DORADO MOTORS INC; RUSSO GROUP
ENTERPRISES INC; FOX HILLS CHRYSLER JEEP INC; ORLEANS DODGE CHRYSLER
JEEP INC; WALKER MOTORS INC; SNOW, LLC; CHAMPION CHRYSLER; MONICATTI
CHRYSLER JEEP SALES; SHOEMAKER'S JEEP INC; RAY'S FORD-MERCURY NC/
RAY'S CDJ; BARBER BROS MOTOR CO INC; VAN LIESHOUT & SIMON DODGE;
DRAKE CHRYSLER; TENAFLY CHRYSLER JEEP INC.; WYCOFF CHRYSLER INC;
TERRY CHRYSLER JEEP INC; SOWELL AUTOMOTIVE INC; SOUTH SHORE
CHRYSLER; CIMINO BROTHERS FORD INC ; WILSON DODGE INC.; KALMAR
MOTOR SALES, INC; REUTHER INVESTMENT CO; MT CLEMENS DODGE INC;:
CONTINENTAL CHRYSLER JEEP INC; GOLICK CHRYSLER JEEP INC; BRUCE
CAMPBELL DODGE INC; ISLAND JEEP INCORPORATED; CLAYTON AMERMAN INC;
AUFFENBERG CHRYSLER INC; and DUVALL CHRYSLER DODGE JEEP INC;
Movants/Appellants,
Case: 10-3933 Document: 28-2 Page: 2 11/15/2010 146842 139
CHRYSLER, LLC
Appellee,
_____________________
TABLE OF CONTENTS
APPENDIX A
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------------------------------------------------------- x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
------------------------------------------------------- x
This matter coming before the Court on the Omnibus Motion of Debtors and
Debtors in Possession for an Order, Pursuant to Sections 105, 365 and 5251 of the Bankruptcy
Code and Bankruptcy Rule 6006, (A) Authorizing the Rejection of Executory Contracts and
Unexpired Leases With Certain Domestic Dealers and (B) Granting Certain Related Relief
(Docket No. 780) (the "Motion"),2 filed by the debtors and debtors in possession in the
above-captioned cases (collectively, the "Debtors"); the Court having reviewed (i) the Motion,
(ii) the Second Declaration of Peter M. Grady filed in support of the Motion and attached thereto
as Exhibit B (the "Grady Declaration"), (iii) the other evidence designated into the record by the
Debtors (Docket No. 3645) (collectively, the "Debtors' Designations"), the Committee of
Chrysler Affected Dealers (Docket No. 3276) and other parties, (iv) the objections, statements,
correspondence and other responses filed in response to the Motion (collectively with all
supplements, amendments and joinders thereto, the "Objections") and (v) the Consolidated Reply
1
The request that relief under section 525 of the Bankruptcy Code be granted in this order is no longer sought in
connection herewith.
2
Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.
filed by the Debtors in response to the Objections (Docket No. 3166) (the "Reply"); the Court
having considered the statements of counsel and the evidence adduced with respect to the
Motion, including at hearings before the Court on June 4, 2009 and June 9, 2009 (collectively,
the "Hearing");
A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157
and 1334.
heard with respect to the relief granted herein was afforded to all necessary and appropriate
interested parties, including, without limitation, the Affected Dealers and the Governmental
Entities.
F. Each of the Rejected Dealer Agreements and the Site Control Agreements
No. 3478), New Chrysler has designated the Rejected Dealer Agreements as "Excluded
Contracts" under the Purchase Agreement and thereby has (1) determined not to accept an
assignment of any of the Rejected Dealer Agreements, and (2) waived its rights under the
3
The Court will issue an opinion regarding the Motion, addressing, among other things, the Objections raised by the
various parties.
5
2
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Purchase Agreement and the Bidding Procedures Order to designate the Rejected Dealer
qualified new Chrysler, Dodge and Jeep vehicles held by consenting Affected Dealers will be
purchased from these dealers by remaining authorized dealers on terms and conditions
substantially similar to the repurchase of vehicles that otherwise would occur under certain
(1) constitutes an exercise of sound business judgment by the Debtors, made in good faith and
for legitimate commercial reasons; (2) is appropriate and necessary under the circumstances
described in the Motion, the evidentiary record, the Grady Declaration, the Debtors' Designations
and the Reply; and (3) is warranted and permissible under sections 105 and 365 of the
J. To the extent that any Dealer Laws conflict with the terms of this Order or
the impact of the rejection of the Rejected Agreements under the Bankruptcy Code and
applicable case law, such laws are preempted by the Bankruptcy Code, pursuant to the
K. The legal and factual bases set forth in the Motion, the evidentiary record,
the Grady Declaration, the Debtors' Designations and the Reply and at the Hearing establish just
cause for the relief granted, and the findings made, herein.
6
3
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1. The Motion is GRANTED to the extent set forth herein. All Objections,
to the extent not otherwise resolved as set forth herein or on the record of the Hearing, are
OVERRULED.
3. The Debtors are authorized to reject the Rejected Agreements with respect
to the dealership locations identified on Exhibit A attached hereto and incorporated herein by
reference. Effective as of June 9, 2009 (the "Rejection Effective Date"), all such Rejected
4. All Affected Dealers who wish to assert claims against the Debtors arising
out of or related to the rejection of the Rejected Agreements (collectively, "Rejection Damages
Claims") must file a proof of claim for such Rejection Damages Claims no later than the general
bar date to be established by the Court in these cases under Bankruptcy Rule 3003(c)(3) or make
any administrative claim request by such other applicable deadline, and in accordance with such
other procedures, as may be established by the Court for the assertion of such claims under
section 503(a) of the Bankruptcy Code. If an Affected Dealer fails to file a timely and proper
Rejection Damages Claim or administrative claim request, such Affected Dealer shall be forever
barred, estopped and enjoined from asserting such Rejection Damages Claim or administrative
claim request against the Debtors or voting or receiving distributions under any plan in these
cases on account of such Rejection Damages Claim or administrative claim request. All issues
relating to the allowance, amount, priority and treatment of any Rejection Damage Claim or any
other claim, right or remedy asserted by the Affected Dealers are preserved. The Debtors and
7
4
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other parties in interest reserve and retain the right to object to any Rejection Damages Claims or
other claims filed or asserted by the Affected Dealers (including as to allowance, amount,
priority and treatment of such claims), or any other asserted rights or remedies, on any and all
available grounds. None of the evidence provided by the Debtors, Affected Dealers or any other
party in interest that was admitted into evidence in connection with the Motion, the Objections,
the Hearing and this Order shall be treated as res judicata or collateral estoppel as to the Debtors,
their estates, Affected Dealers or any other party in interest, nor shall any such evidence have
preclusive effect on the Debtors, their estates, Affected Dealers or any other party in interest in
connection with any other proceeding, including in connection with the assertion of Rejection
Damage Claims or other claims, rights or remedies by an Affected Dealer. All such evidence, to
the extent admitted, was admitted for the purposes of the Hearing to consider the Motion.
rejection of the Rejected Dealer Agreements, each Affected Dealer shall have no further rights
such, immediately as of the Rejection Effective Date, each such Affected Dealer is no longer
(b) hold itself out to any third party as an Authorized Dealer of the
Debtors for any purpose; and
8
5
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6. This Order shall be immediately effective and enforceable upon its entry.
7. This Court shall retain jurisdiction to resolve all matters relating to the
implementation, enforcement and interpretation of this Order. Without limiting the foregoing,
the Court also shall retain jurisdiction with respect to this Order and the Rejected Agreements
over (a) any actions by the Affected Dealers against the Debtors or the property of their estates,
including, without limitation, any actions in violation of the automatic stay under section 362 of
the Bankruptcy Code; and (b) any Rejection Damages Claims or other claims alleged against the
s/Arthur J. Gonzalez
UNITED STATES BANKRUPTCY JUDGE
9
6
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EXHIBIT A
1ST AVENUE CHRYSLER INC KAREN MICKEY DBA MICKEY CHRYSLER DODGE 66637 CDT
1919 DODGE RD NE
CEDAR RAPIDS, IA 52402-2416
A & D AUTO SALES INC ALAN L WEBB DBA ALAN WEBB DODGE 43298 DT
3712 NE 66TH AVE
VANCOUVER, WA 98661
ADAMS FORD COMPANY LEWIS W ADAMS JT DBA ADAMS CHRYSLER COMPANY 42856 DTCJ
HIGHWAY 84 EAST
LOGANSPORT, LA 71049
ALLEN SAMUELS ENTERPISES MIKE LOWRY DBA ALLEN SAMUELS DODGE 45068 DT
ALLEN SAMUELS AUSTIN DODGE 301 OWNE LANE
INC WACO, TX 76710
ALLEY'S OF KINGSPORT INC WALLACE D ALLEY JR DBA ALLEY'S CHRYSLER DODGE WORLD 42002 DCT
2761 E STONE DR
KINGSPORT, TN 37660-5860
AMBASSADOR AUTO SERV INC PHILLIP G MACK 525 WEST THIRD STREET 24160 J
MOSCOW, ID 83843-2317
ANCHOR MOTOR CO., INC. WILFRED W REISNGER JR 1120 JEFFREYS DR 68718 CDTJ
OSCEOLA, IA 50213
ANDERSON MOTOR COMPANY INC WILLIAM E ANDERSON 2018 VETERANS MEMORIAL PARKWAY 23952 J
LANETT, AL 36863-4714
ANDREWS FORD INC ANSEL L ANDREWS JR DBA ANDREWS CHRY-DODGE-JEEP 67603 CDTJ
108 OLD HWY 98 EAST
TYLERTOWN, MS 39667
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 1 of 40
10
Case: 10-3933 Document: 28-2 Page: 12 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
ARCHER CHRYSLER JEEP WEST INC ROBERT P ARCHER 16835 KATY FWY 60042 CJ
HOUSTON, TX 77094-1405
ARCHER FINANCIAL HOLDINGS INC JAMES E ARCHER DBA JIM ARCHER CHRYSLER JEEP 60123 CJ
19200 NORTHWEST FREEWAY
HOUSTON, TX 77065-4715
ARNOLD MOTOR SALES INC R C ARNOLD 1134 WEST HWY 60 65116 CDTJ
SUPERIOR, AZ 85273-3408
ARROW FORD INC HOMER S HIGGINBOTHAM DBA ARROW CHRYSLER JEEP 60080 CJ
3995 SOUTH 1ST
ABILENE, TX 79605
ASBURY AUTOMOTIVE ATLANTA LLC CHARLES R OGLESBY DBA NALLEY ROSWELL CHRYSLER JEEP 26630 JC
622 THIRD AVENUE 37TH FLOOR
NEW YORK , NY 10017
ATCHISON AUTOMOTIVE GROUP, BARCLAY CLOSE DBA ATCHISON AUTOMOTIVE GROUP, INC. 45401 DTCJ
INC. 314 WOODLAWN AVE
ATCHISON, KS 66002-2165
AUFFENBERG CHRYSLER, INC. JAMES A AUFFENBERG JR DBA AUFFENBERG CHRYSLER JEEP 68628 CJ
176 AUTO COURT
O'FALLON, IL 62269
AUTO NATION MICHAEL E MAROONE DBA MAROONE CHRYSLER JEEP DODGE 26653 JCDT
MAROONE MANAGEMENT 110 SE 6TH ST.
SERVICES, INC. FT. LAUDERDALE, FL 33301
AUTO VILLAGE CADILLAC JEEP, INC JEROME H FADER DBA HERITAGE AUTO MALL OF BEL AIR 23254 J
23 WALKER AVE
BALTIMORE, MD 21208
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 2 of 40
11
Case: 10-3933 Document: 28-2 Page: 13 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
AUTONATION - BLEDSOE DODGE MICHAEL E MAROONE DBA BANKSTON DODGE OF GRAND PRAIRIE 41548 DT
LLC 110 SE 6TH ST.
FT. LAUDERDALE, FL 33301
AXELROD CHRYSLER, INC LAWRENCE AXELROD DBA AXELROD CHRYSLER, INC 68191 C
6767 BROOKPARK ROAD
PARMA, OH 44129-1200
B & L DODGE CHRYSLER INC ROBERT A LEFFLER DBA B & L DODGE-CHRY-JEEP 41586 DTCJ
300 CENTER STREET
SHAMOKIN, PA 17872-1199
BALLARD'S OF CLINTON, INC. CHARLES M MCKINSEY DBA MCKINSEY MOTOR COMPANY 67904 CDTJ
INTERSTATE 40 & HIGHWAY 183
CLINTON, OK 73601
BALZEKAS MOTOR SALES INC STANLEY P BALZEKAS JR 4030 S ARCHER AVE 8269 CJ
CHICAGO, IL 60632-1140
BARBER BROS MOTOR CO INC FRED R BARBER 1339 NORTH MAIN STREET 67535 CDTJ
SPANISH FORK, UT 84660-2411
BARBERA CHEVROLET INC ROBERT A BARBERA DBA BARBERA CHRYSLER 67128 CDTJ
HWY #1 NORTH
NAPOLEONVILLE, LA 70390
BAUM BOULEVARD ENTERPRISES, WILLIAM E NUMRICH DBA DAY'S BAUM BOULEVARD DODGE 45277 DTCJ
INC. 5625 BAUM BLVD
PITTSBURGH, PA 15206-3701
BAUMGARDNER MOTORS INC WILLIAM P HOLLERN DBA HOLLERN & SONS DODGE 54368 DT
402 17TH STREET
WINDBER, PA 15963-1720
BAY BRIDGE DODGE CHRYSLER BOBBY ALI DBA BAY BRIDGE CHRYSLER JEEP DODGE 26784 JCDT
JEEP, 2735 BROADWAY
OAKLAND, CA 94612-3109
BECKMAN MOTOR CO INC ALBERT E BECKMAN PENN AVE AND SCHOOL WAY 8434 C
MT OLIVER, PA 15210
BEE'S CHEVY-OLDS INC JEFFRY R FELDPAUSCH DBA BEE'S MOTORS 42817 DTCJ
2100 SOUTH U S 27
ST JOHNS, MI 48879
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 3 of 40
12
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
BEL AIR DODGE INC LOUIS M SCHAEFER DBA SCHAEFER & STROHMINGER DODGE 44018 DT
4212 RIDGE RD
BALTIMORE, MD 21047
BELL MCCALL COMPANY ROBERT N MILLER 300 WEST MAIN STREET 67498 CDTJ
HAMILTON, MT 59840
BELLE MEAD GARAGE INC ROY K HIGGINS 2454 ROUTE 206 9827 CJ
BELLE MEAD, NJ 08502-4016
BELVIDERE MOTORS INC ROBERT L DIXON 1201 NORTH STATE STREET 64602 DT
BELVIDERE, IL 61008
BERRANG PONTIAC CADILLAC GMC PATRICK E BERRANG DBA BERRANG CHRYSLER DODGE JEEP 68403 CDTJ
201 LEW DEWITT BLVD
WAYNESBORO, VA 22980-1663
BERT OGDEN HARLINGEN MOTORS ROBERT C VACKAR 602 W JACKSON 68521 CDT
INC HARLINGEN, TX 78550-6467
BEYER MOTOR COMPANY INC KIM M BEYER,JT& 510 MAIN STREET 6113 CDTJ
GRIDLEY, KS 66852
BIG VALLEY FORD-LINCOLN- LARRY D MILES DBA BIG VALLEY CHRYSLER/DODGE INC 44551 DTCJ
MERCURY 26730 HIGHWAY 50 WEST
LAJUNTA, CO 81050
BILL HELLMAN MOTOR CO RALPH W HELLMAN DBA HELLMAN MOTOR CO 66760 CDTJ
750 EAST HIGHWAY 92
DELTA, CO 81416-3495
BILL LYONS CAR COMPANY JOHN M HOSMER 3851 4TH STREET SW 42280 DT
MASON CITY, IA 50401
BILL SPURLOCK DODGE INC WILLIAM S SPURLOCK 351 FOURTH AVENUE 43024 DT
HUNTINGTON, WV 25701-1223
BIRMINGHAM CHRYSLER RICHARD MEALEY DBA BIRMINGHAM CHRY PLYM JEEP EAGLE 63747 CJ
PLYMOUTH INC 2100 W MAPLE RD
TROY, MI 48084-7128
BLACKFOOT MOTOR CO. INC. STEVEN B WACKERLI DBA BLACKFOOT MOTOR CO. INC. 26753 J
369 WEST BRIDGE STREET
BLACKFOOT, ID 83221
BOARDWALK AUTO CENTER INC JAMIE G KOPF DBA BOARDWALK CHRYSLER PLYMOUTH JEEP 24202 JC
1 BAIR ISLAND ROAD
REDWOOD CITY, CA 94063-2764
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 15 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
BOB CARVER'S CARS & TRUCKS INC ROBERT A CARVER 1000 HIGHWAY 71 NORTH 44550 DTCJ
MENA, AR 71953
BOB DANCE DODGE INC ROBERT SCOTT DANCE 3775 NORTH HIGHWAY 17-92 41291 DT
SANFORD, FL 32773
BOB MAYBERRY CHRY-DODGE- ROBERT P MAYBERRY JR 3220 HIGHWAY 74 WEST 57159 DTCJ
JEEP INC MONROE, NC 28110
BOB RIDINGS FORD INC ROBERT R RIDINGS DBA BOB RIDINGS INC 23740 JC
931 SPRINGFIELD ROAD
TAYLORVILLE, IL 62568-1220
BOB RIDINGS LINC-MERC INC ROBERT R RIDINGS DBA BOB RIDINGS JEEP-EAGLE 26543 J
3103 NORTH 22ND STREET
DECATUR, IL 62526-2194
BOB ROHRMAN MOTORS, INC ROBERT V ROHRMAN DBA BOB ROHRMAN JEEP EAGLE 23349 J
701 SAGAMORE PKWY S
LAFAYETTE, IN 47905-4730
BOB TAYLOR JEEP INC ROBERT M TAYLOR 5665 N AIRPORT PULLING RD 23980 J
NAPLES, FL 34109
BOBBY TRENT MOTORPLEX INC BOBBY G TRENT DBA MUSTANG COUNTRY 43988 DTCJ
600 WEST BROADWAY
DENVER CITY, TX 79323
BOE CHRYSLER CENTER INC PETER B.BOE 115 STATE STREET 23695 JCDT
WEST CONCORD, MN 55985
BOUCHER IMPORTS INC FRANK A BOUCHER DBA FRANK BOUCHER CHRYSLER 68396 C
4141 S. 108TH STREET HWY 100
GREENFIELD, WI 53228
BOWLING GREEN LINCOLN- CARL E HEFFERNAN JR DBA BOWLING GREEN JEEP 23380 J
MERCURY, 1079 N MAIN ST
BOWLING GREEN, OH 43402-1302
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
BRIGGS AUTO GROUP INC RUSSELL K BRIGGS DBA BRIGGS JEEP 26023 J
2600 AUTO LANE
MANHATTAN, KS 66502
BROTHER'S MOTORS INC DARRYL R SACKS DBA DIAMOND DODGE-CHRY-PLYM 68771 CDT
350 N SWITZER CANYON DR
FLAGSTAFF, AZ 86001
BROWN & WOOD AUTO LLC THOMAS B BROWN DBA BROWN & WOOD JEEP 26490 J
603 SW GREENVILLE BLVD
GREENVILLE, NC 27834
BROWNFIELD C-D-J PRODUCTS L.P. GAINES B STANLEY JR DBA STANLEY 60203 CDTJ
1704 LUBBOCK RD
BROWNFIELD, TX 79316
BROWN'S CHRYSLER-JEEP-DODGE, MICHAEL L BROWN DBA BROWN'S CHRYSLER-JEEP-DODGE, INC. 42363 DTCJ
INC. 225 SOUTH MAYO TRAIL
PAINTSVILLE, KY 41240
BUDDY JONES FORD LINCOLN JAMES A JONES DBA BUDDY JONES CHRY-PLYM-DODGE-JEEP 68500 CDTJ
MERCURY 1601 HIGHWAY 82 WEST
GREENWOOD, MS 38930
BURKE AUTOMOTIVE GROUP, INC. EDWARD J BURKE DBA NAPERVILLE JEEP/DODGE 23581 JDT
3300 OGDEN AVENUE
LISLE, IL 60532-1677
BURKE BROTHERS INC DAVID A BURKE 519 STONE HARBOR BOULEVARD 68096 CJ
CAPE MAY COURT HOUSE, NJ 08210-2417
BURT DGE CHRY JEEP IN PARKER, LLOYD G CHAVEZ, JR DBA BURT DGE CHRY JEEP IN PARKER, INC. 60306 CDTJ
INC. 9900 TWENTY MILE RD
PARKER, CO 80134-4938
BY FISHEL'S JEEPS INC JEFFREY B FISHEL DBA FISHEL CHRYSLER JEEP 23190 JC
2980 CAPE HORN ROAD
RED LION, PA 17356
BYERS DUBLIN DODGE LLC GEORGE W BYERS JR 6851 VILLAGE PARKWAY 44333 DT
DUBLIN, OH 43017
CAMPBELL MOTORS INC LARRY R CAMPBELL 1550 NORTH FIRST STREET 24140 JCDT
HERMISTON, OR 97838
CANNON CHRYSLER DODGE GUY R CANNON DBA CANNON CHRYSLER DODGE JEEP,INC 44153 DTCJ
JEEP,INC 2017 JESSE JAMES ROAD
EXCELSIOR SPRINGS, MO 64024
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 17 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
CANTON MOTORS INC DONALD R BARRIER I-20 & HWY 19 67252 CDTJ
CANTON, TX 75103
CAPE COUNTY AUTOPARK I INC CHRIS G AUFFENBERG DBA AUFFENBERG CHRYSLER DODGE JEEP 43923 DTCJ
611 S KINGSHIGHWAY ST
CAPE GIRARDEAU, MO 63703-7603
CARSON CJ, LLC KENNETH M PHILLIPS DBA CAR PROS CHRYSLER JEEP 60238 CJ
21126 AVALON BLVD
CARSON, CA 90745-2203
CARTWRIGHT FORD INC GEORGE G CARTWRIGHT DBA CARTWRIGHT MOTORS 42895 DTCJ
909 N SECOND ST
BOONEVILLE, MS 38829-1313
CENTURY III DODGE INC ROBERT M RAYMOND 911 CLAIRTON BLVD RT 51 42833 DT
PLEASANT HILLS, PA 15236
CENTURY MOTOR CORPORATION FRANK J MOCK DBA CENTURY DODGE CHRYSLER JEEP 43817 DTCJ
13500 VETERANS MEMORIAL PKWY
WENTZVILLE, MO 63385-4857
CHILDRE CHRYSLER PLYMOUTH ROBERT L CHILDRE 126 ROBERSON MILL ROAD 43058 DTCJ
DODGE MILLEDGEVILLE, GA 31061
CHRIS AUFFENBERG FORD INC CHRISTOPHER G DBA CHRIS AUFFENBERG JEEP 26005 J
AUFFENBERG 5840 HWY 100
WASHINGTON, MO 63090
CHUCK NASH CHEV-OLDS-BUIC CHARLES D NASH JR DBA CHUCK NASH JEEP EAGLE 23869 J
123 SEGUIN HWY
SAN MARCOS, TX 78666
CIMINO BROTHERS FORD INC GAIL A CIMINO DBA CIMINO BROTHERS CHRYSLER 43961 DTCJ
PLYMOUTH
246 CLARK AVE
RATON, NM 87740-3827
CINCYAUTOS, INC. ROBERT C REICHERT DBA UNIVERSITY CHRYSLER JEEP DODGE 60354 CDTJ
4999 COLLEGE CORNER PIKE
OXFORD, OH 45056-1101
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 7 of 40
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Case: 10-3933 Document: 28-2 Page: 18 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
CLASSIC AUTOMOTIVE, INC OLIN W BRYANT DBA CLASSIC AUTOMOTIVE, INC 26386 J
1645 2ND AVENUE NORTHWEST
CULLMAN, AL 35055
COLEMAN AUTO GROUP, INC. WILLIAM R KENDALL DBA COLEMAN JEEP 26424 J
1710 N OLDEN AVE
TRENTON, NJ 08638-3102
CONSOLIDATED MOTOR MITCHELL N RASHID DBA LOGAN CHRYSLER JEEP DODGE 67281 CDTJ
HOLDINGS, LLC ROUTE 44 SOUTH
LOGAN, WV 25601
CONTINENTAL CHRYSLER JEEP INC CHERYL W NELSON 5800 SOUTH LAGRANGE ROAD 26017 JC
COUNTRYSIDE, IL 60525-4064
COOK CHEVROLET INC SCOTT E COOK DBA COOK CHEVROLET INC 24233 J
1776 WEST VICTORY WAY
CRAIG, CO 81625
COOK JEEP CHRYSLER INC ETHEL L COOK 1000 MAIN STREET 23921 JC
LITTLE ROCK, AR 72202-3817
CORWIN JEEP SALES AND SERVICE CHESTER W CORWIN, JR DBA CORWIN JEEP 23505 JC
INC 133 MAIN ST
HICKORY, PA 15340-1144
COUNTRYSIDE MOTORS, LLC LARRY R WALLACE 701 EAST 16TH ST 44635 DTCJ
WELLINGTON, KS 67152
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 8 of 40
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Case: 10-3933 Document: 28-2 Page: 19 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
COVELLO MOTOR COMPANY PAUL A COVELLO 1306 MAIN STREET 43503 DTCJ
TORRINGTON, WY 82240-3399
COYLE DODGE INCORPORATED MICHAEL D COYLE SR 513 EAST SPRING STREET 43973 DT
NEW ALBANY, IN 47150
CRAIN CDJ, LLC LARRY P CRAIN DBA CRAIN CHRYSLER DODGE JEEP 45351 DTCJ
5809 S UNIVERSITY AVE
LITTLE ROCK, AR 72209-2153
CRAWFORD'S RAYTOWN J-E CO MICHAEL CRAWFORD 9401 EAST 350 HIGHWAY 26029 J
RAYTOWN, MO 64133
CRESTMONT CHRYSLER JEEP, LLC JAY J PARK DBA CRESTMONT CHRYSLER JEEP, LLC 60236 CJ
25855 CHAGRIN BLVD
BEACHWOOD, OH 44122-4224
CROWN DODGE, INC. JAMES R HOUSE DBA CROWN DODGE, INC. 45210 DT
400 FIRST AVENUE
NITRO, WV 25143
CUNNINGHAM CHRYSLER JEEP, RONALD C CUNNINGHAM DBA CUNNINGHAM CHRYSLER JEEP, INC. 64723 CJ
INC. 85 WEST MAIN ST
NORTH EAST, PA 16428-1194
CURFIN INVESTMENTS INC STEVEN JANKELOW DBA CURRIE MOTORS OF FOREST PARK CO 66952 C
8401 WEST ROOSEVELT ROAD
FOREST PARK, IL 60130-2531
CUTRUBUS MOTORS INC HOMER K CUTRUBUS DBA ROCKY MOUNTAIN CHRYSLER JEEP 66598 CJ
770 WEST RIVERDALE ROAD
OGDEN, UT 84405-3716
D & B MOTORS INCORPORATED DANNY E ROY 702 9TH AVENUE E 43934 DTCJ
LANGDON, ND 58249-2934
D & E CAR EXCHANGE INC MARION DUBOSE 6220 MARKET STREET 59320 DT
WILMINGTON, NC 28405
D & R MOTORS, LLC DAVID S SPANGENBERG DBA D & R MOTORS, LLC 45283 DTCJ
311 W MAIN ST
ENTERPRISE, OR 97828-1245
DALE CARTER FORD INC DALE CARTER DBA DALE CARTER MOTORS 66864 CDTJ
510 SOUTH BARRON
EATON, OH 45320-2499
DARCARS OF FAIRFAX, INC. JOHN R DARVISH DBA DARCARS CHRYSLER OF FAIRFAX 66420 C
10620 LEE HIGHWAY
FAIRFAX, VA 22030-4398
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 9 of 40
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Case: 10-3933 Document: 28-2 Page: 20 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
DARNER MOTOR SALES INC JOEL O DARNER II DBA DARNER CHRYSLER JEEP 35058 CJ
837 WEST MAIN STREET
MESA, AZ 85201-7194
DARROW AUTOMOTIVE GROUP RUSSELL M DARROW JR DBA RUSS DARROW CHRYSLER JEEP 8223 CJ
RUSS DARROW-MADISON INC W133 N8569 EXECUTIVE PARKWAY
MENOMONEE FALLS, WI 53051
DAVE CROFT MOTORS INC DAVID CROFT 901 N BLUFF RD 41527 DTCJ
COLLINSVILLE, IL 62234-5900
DAVE HAMILTON CHEVROLET- NANCY L HAMILTON DBA DAVE HAMILTON MOTORS 24131 J
OLDSMOBILE 2067 NORTH HIGHWAY 97
REDMOND, OR 97756
DAVID BRUCE AUTO CENTER INC WILLIAM H KELLY JR DBA DAVID BRUCE JEEP 26280 J
555 LATHAM DRIVE
BOURBONNAIS, IL 60914
DAVIS MOTORS INC CHARLES R DAVIS DBA WEESE MOTORS 68039 CDTJ
101 NORTH 3RD EAST
TREMONTON, UT 84337
DELMAR HAYNES PONTIAC-GMC DELMAR HAYNES DBA DELMAR HAYNES JEEP-EAGLE 23833 J
INC 2939 ALCOA HIGHWAY
ALCOA, TN 37701
DELZELL MOTOR CO BRADFORD P DEERY DBA DEERY DODGE CHRYSLER 58934 DCT
1300 N ROOSEVELT AVE
BURLINGTON, IA 52601
DES MOINES CHRYSLER- CHARLES GABUS DBA DES MOINES CHRYSLER 66517 C
PLYMOUTH, INC. 4410 MERLE HAY ROAD
DES MOINES, IA 50310
DET AUTOMOTIVE GROUP, INC. DONALD R BRAGG DBA GEGNAS CHRYSLER JEEP 62824 CJ
3875 KENSINGTON AVENUE
PHILADELPHIA, PA 19124-5689
DEWEY MOORE FORD DEWEY M MOORE DBA DEWEY MOORE CHRY-DODGE 42825 DTCJ
HIGHWAY 49 SOUTH
HUGHES SPRINGS, TX 75656
DICK SMITH CORP BRIAN SMITH DBA DICK SMITH CHRY-JEEP 26706 JC
DICK SMITH MOTORS OF AIKEN INC 4030 BELTLINE BLVD
COLUMBIA, SC 29204
DIRK WALTZ BUICK-OLDS-JEE DIRK B WALTZ DBA DIRK WALTZ BU/OLDS/JP, IN 23415 J
615 E BUTTLES
MIDLAND, MI 48640-5215
DJ-MACK INC DANIEL J WOMACK DBA CLAXTON CHRYSLER DODGE JEEP 60194 CDTJ
3 NORTH DUVAL ST.
CLAXTON, GA 30417
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 21 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
DODGE CITY OF MILWAUKEE INC MICHAEL J SCHLOSSMANN 4640 SOUTH 27TH STREET 42085 DT
MILWAUKEE, WI 53221-2199
DODGE OF ENGLEWOOD INC MARK CURCIO DBA GRAND DODGE OF ENGLEWOOD 44470 DT
60 ROCKWOOD PLACE
ENGLEWOOD, NJ 07631-4938
DOMINION CAR COMPANY ANDREW F KAPLAN 1259 EAST MAIN STREET 42246 DT
SALEM, VA 24153-4415
DON BESSETTE MOTORS, INC DONALD C BESSETTE DBA DON BESSETTE MOTORS, INC. 23692 J
1715 N BROADWAY
MINOT, ND 58703-1362
DON DRENNEN CHRYSLER JEEP DONALD W DRENNEN III 1626 MONTGOMERY HWY 23808 JC
INC HOOVER, AL 35216-4902
DON HILL PONTIAC INC J D HILL DBA DON HILL JEEP EAGLE 23828 J
2523 E STONE DR
KINGSPORT, TN 37660-5858
DON MILLER CHRYSLER-JEEP INC DAVID J MILLER 5339 WAYNE TERRACE 68165 CJ
MADISON, WI 53718-6384
DON MILLER DODGE INC DAVID J MILLER 754 E WASHINGTON AVE 41098 DT
MADISON, WI 53703-2934
DON PHILLIPS & SON ENTERPRISES DONALD L PHILLIPS 1820 ROSEMONT AVE 26190 J
INC FREDERICK, MD 21702-8218
DONATO & SONS MOTORS INC LULU DONATO 1600 W MARKET STREET 23352 J
LOGANSPORT, IN 46947-9806
DSMS OF HOUSTON,LP STEPHEN A HALL DBA DRIVERSSELECT CHRYSLER JEEP DODGE 45431 DTCJ
411 N AVENUE G
CLIFTON, TX 76634-1529
DULLES MOTOR CARS, INC. HAMID SAGHAFI DBA DULLES JEEP 26413 J
107 CATOCTIN CIRCLE SOUTHEAST
LEESBURG, VA 20175-3712
DUTCHESS COUNTY CPDT LTD THOMAS J BEVILACQUE DBA AMENIA MOTORS 42792 DTCJ
ROUTE 22
AMENIA, NY 12501
DUVALL CHRYSLER DODGE JEEP, JEFFREY H DUVALL DBA DUVALL CHRYSLER DODGE JEEP, INC. 60387 CDTJ
INC. 464 HIGHWAY 441 S
CLAYTON, GA 30525-5448
E H GREEN MOTORS INC ROBERT W HARMAN 700 VOSS AVE 56259 DTCJ
ODEM, TX 78370
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 11 of 40
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Case: 10-3933 Document: 28-2 Page: 22 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
EAGLE AUTO-MALL CORP MARK P CALISI 1320 OLD COUNTRY ROAD 26641 JC
RIVERHEAD, NY 11901
EAREHART CHRYSLER INC GUS J FARRIS 250 AUTO PLAZA DRIVE 63813 C
BECKLEY, WV 25801
ED NAPLETON AUTO GROUP EDWARD F NAPLETON 1 EAST OAK HILL DR. SUITE 100 43808 DT
ED NAPLETON DODGE INC WESTMONT, IL 60559
ED SCHMIDT PONTIAC-GMC TRUCK EDWARD H SCHMIDT DBA ED SCHMIDT JEEP EAGLE 26571 J
INC 26875 DIXIE HWY
PERRYSBURG, OH 43551-1716
EDDIE CORDES INCORPORATED EDDIE CORDES DBA EDDIE CORDES JEEP-EAGLE-DODGE 23893 JDT
4800 CACHE ROAD
LAWTON, OK 73505-3411
EDENTON MOTORS INC WILLIAM S DEACON III NORTH BROAD STREET EXTENSION 43828 DTCJ
EDENTON, NC 27932
EDWARD J WILSON'S SONS INC JEFFREY N WILSON 1530 EAST MAIN ST 41336 DT
TORRINGTON, CT 06790-1049
EDWARDS AUTO SALES COMPANY ROBERT H EDWARDS 3440 BLUE RIDGE BLVD. 24032 J
WALHALLA, SC 29691
EL DORADO MOTORS INC STANLEY V GRAFF DBA EL DORADO CHRYSLER JEEP 68399 CJ
2110 N CENTRAL EXPY
MCKINNEY, TX 75070-3744
ELHART PONTIAC-GMC TRUCK INC WAYNE J ELHART DBA ELHART JEEP INC 23405 J
822 CHICAGO DR
HOLLAND, MI 49423-3006
ERNIE VON SCHLEDORN LOMIRA, PERRY E NICHOLS DBA ERNIE VON SCHLEDORN LOMIRA, INC. 44301 DTCJ
INC. 700 EAST AVENUE
LOMIRA, WI 53048
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 12 of 40
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Case: 10-3933 Document: 28-2 Page: 23 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
ERTLEY CHRYSLER JEEP DODGE, RONALD D ERTLEY DBA ERTLEY CHRYSLER JEEP DODGE, LLC 60011 CDTJ
LLC 4225 BIRNEY AVE
MOOSIC, PA 18507
EXTREME JEEP INC CARL G MYERS 3017 WEST ROUTE 120 26632 J
MCHENRY, IL 60050
FAA SERRAMONTE, INC. B S SMITH DBA SERRAMONTE CHRYSLER JEEP DODGE 44385 DTCJ
6415 IDLEWILD RD SUITE #109
CHARLOTTE, NC 28212
FAIRVIEW CHRYSLER JEEP INC HAROLD E DOWNEY 7589 WEST RIDGE RD 8711 CJ
FAIRVIEW, PA 16415-1016
FENTON MOTORS OF STILLWATER TRAVIS L FENTON 4300 WEST SIXTH STREET 45088 DCT
INC STILLWATER, OK 74074
FIESTA LINCOLN MERCURY LTD GEORGE L WHITCHURCH DBA FIESTA AUTO CENTER 43884 DT
6320 BANDERA RD
SAN ANTONIO, TX 78238-1632
FISHER MOTORS INCORPORATED JOHN D STEWART 1111 20TH AVENUE SOUTHWEST 23691 J
MINOT, ND 58701
FITZGERALD AUTO MALL INC J J FITZGERALD III DBA FITZGERALD DODGE 43286 DT
11411 ROCKVILLE PIKE
KENSINGTON, MD 20895
FLOYD MOTOR COMPANY INC DR. C FLOYD 144 SOUTH RON MCNAIR BLV 51562 DTCJ
LAKE CITY, SC 29560-3260
FORT MORGAN AUTO CENTER INC. RICKEY J HARPER DBA FORT MORGAN AUTO CENTER INC. 45143 DTCJ
1010 WEST PLATTE AVE.
FORT MORGAN, CO 80701-2950
FOULKE MANAGEMENT CORP CHARLES W FOULKE JR DBA CHERRY HILL JEEP 26576 J
1708 WEST MARLTON PIKE
CHERRY HILL, NJ 8002
FOUR B'S INC WILLIAM H ECHOLS DBA FAMILY DODGE-CHRY-JEEP 44437 DTCJ
2840 HWY 129 SOUTH
CLEVELAND, GA 30528
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 24 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
FOX HILLS CHRYSLER JEEP, INC. JAMES J SCHEBIL DBA FOX HILLS CHRYSLER JEEP, INC. 66924 CJ
111 W ANN ARBOR ROAD
PLYMOUTH, MI 48170-2290
FRANK KENT DODGE, LLC WILLIAM P CHURCHILL DBA FRANK KENT DODGE, LLC 45402 DT
3435 W LOOP 820 S
FORT WORTH, TX 76116-6646
FRENZEL MOTORS INC FRENZEL J PERE 2110 VETERANS MEMOR 64255 CDTJ
ABBEVILLE, LA 70510
FRIDAY'S SERVICE INC GERALD L FRIDAY SOUTH MAIN STREET 64279 CDTJ
CONRAD, IA 50621
FROSTROM & SONS INC MARK S FROSTROM DBA FROSTROM & SONS INC 23292 J
1727 MARKET ST
POCOMOKE CITY, MD 21851-3000
FT AUTOMOTIVE IV, LLC DONALD C FORMAN, JR. DBA UNITED CHRYSLER JEEP 60361 CJ
3250 E SAHARA AVE
LAS VEGAS, NV 89104-4304
FULLER OLDSMOBILE & CADILLAC- EDWARD G KOLMOSKY DBA FULLER JEEP 23083 J
GMC 179 CAMDEN STREET
ROCKLAND, ME 04841
FURY DODGE, LLC THOMAS J LEONARD DBA FURY DODGE CHRYSLER 45257 DCT
11144 STILLWATER BLVD N
LAKE ELMO, MN 55042-4435
G. K. ALCOMBRACK, INC. GARY K ALCOMBRACK DBA LIBERTY MOTORS DODGE CHRYSLER 68333 CDT
600 FREEMAN LANE
GRASS VALLEY, CA 95949
G. SPITLER, INC. GERAOLD G SPITLER III DBA BUZZ LEONARD CHRYSLER-JEEP 60157 CJ
622 WEST 15TH STREET
PANAMA CITY, FL 32401
GARY HARDY CHRY-DODGE-JEEP GARY P HARDY 430 SO ARIZONA AVE 68891 CDTJ
INC HOLTON, KS 66436
GARY MILLER DODGE INC GARY L MILLER 4021 PEACH STREET 42274 DT
ERIE, PA 16509-1422
GENE BELTZ' SHADELAND DODGE, KEVIN E BELTZ SR 1630 NORTH SHADELAND AVENUE 57694 DT
INC. INDIANAPOLIS, IN 46219
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 14 of 40
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Case: 10-3933 Document: 28-2 Page: 25 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
GEORGE ORDUS FORD-MERCURY GEORGE D ORDUS DBA GEORGE ORDUS CHRYSLER DODGE AND 67152 CDTJ
INC DODGE TRUCK
123 SOUTH PORT CRESCENT
BAD AXE, MI 48413-1329
GEORGE T TATOR & SONS INC CHARLES W TATOR DBA TATOR'S DODGE 53608 DT
20 SPRING STREET SOUTH
SOUTH SALEM, NY 10590
GLYNN SMITH CHEVROLET, INC. GLYNN E SMITH DBA GLYNN SMITH JEEP 23949 J
600 COLUMBUS PKWY
OPELIKA, AL 36801-5934
GOLDSBORO CHRY-DODGE-JEEP HAL M HOWARD 604 HIGHWAY 70 EAST BY-PASS 68900 CDTJ
INC GOLDSBORO, NC 27530
GRAFT CHRY-DODGE-JEEP INC DOUGLAS A GRAFT 301 NORTH BROADWAY ST 41555 DTCJ
SCOTTDALE, PA 15683-1552
GRAYSON PONTIAC INC ARTHUR W GRAYSON DBA GRAYSON JEEP EAGLE 23829 J
8729 KINGSTON PIKE
KNOXVILLE, TN 37923-5126
GREAT NORTHERN DODGE INC EDWIN J SCHARTMAN 26100 LORAIN ROAD 42331 DT
NORTH OLMSTED, OH 44070-2700
GREAT NORTHERN MOTORS INC STEPHEN C BAILEY 3350 STATE ROUTE 11 23541 J
MALONE, NY 12953-4712
GREENWAY CHRYSLER JEEP FRANK J RODRIGUEZ DBA ATLANTA CHRYSLER JEEP DODGE 45343 DTCJ
DODGE, INC. 9051 EAST COLONIAL DRIVE
PEACHTREE AUTOMOTIVE ORLANDO, FL 32817
GREGORY CHRY-PLYM-JEEP INC GREGORY F GESUALDO DBA GREGORY CHRYSLER JEEP, INC. 68851 CJ
18850 W GRAND AVENUE
LAKE VILLA, IL 60046
GRESHAM CHRYSLER JEEP, INC. CLARENCE PARKER DBA GRESHAM CHRYSLER JEEP, INC. 67809 CJ
1990 EAST POWELL BOULEVARD
GRESHAM, OR 97080
GRIBBLE'S RIVER VLY MTRS ROBERT R SICKAFOOSE DBA RIVER VALLEY CHRY-JEEP 62888 CJ
JR 1903 RIVERWAY
LANCASTER, OH 43130
GRUBBS NISSAN MID-CITIES LTD ERIC K GRUBBS DBA GRUBBS CHRY-JEEP 67552 CJ
310 AIRPORT FREEWAY
BEDFORD, TX 76022-6404
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
GURLEY-LEEP DODGE INC MICHAEL R LEEP 215 WEST DOUGLAS 44188 DTCJ
MISHAWAKA, IN 46545
HAIGLER ENTERPRISES LLC CHARLES B HAIGLER III DBA GREENVILLE MOTOR COMPANY 42910 DTCJ
169 INTERSTATE DRIVE
GREENVILLE, AL 36037
HAMILTON FAIRFIELD DODGE JEEP CHARLES C SMITH 790 SOUTH ERIE HIGHWAY 44355 DTJ
HAMILTON, OH 45011-3999
HANFORD CHRYSLER-DODGE- DWIGHT G NELSON DBA LIBERTY CHRYSLER DODGE JEEP 68266 CDTJ
JEEP, INC 369 N 11TH AVE
HANFORD, CA 93230
HARLAN AUTO MART INC MICHAEL J BYRNES HIGHWAYS 59 & 44 62418 CDTJ
HARLAN, IA 51537
HARMON MOTOR SALES INC EDWARD F HARMON 1014 SOUTH THIRD ST 52036 DTCJ
IRONTON, OH 45638-1929
HARRY LANE CHRYSLER- KENNY E LANE 240 PETERS ROAD NORTH 61977 C
PLYMOUTH INC KNOXVILLE, TN 37923-4909
HARRY LEWIS C-P INC HAROLD G LEWIS 196 ALABAMA BOULEVARD 42898 DTCJ
JACKSON, GA 30233
HEART CITY AUTOMOTIVE INC DONNA LOCHMANDY 711 NORTH NAPPANEE ST 66946 C
ELKHART, IN 46514-1598
HENDERSON CHRYSLER DODGE DON R HENDERSON 2190 WEST WHEELER 67936 CDTJ
JEEP INC ARANSAS PASS, TX 78336-4711
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 27 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
HILL COUNTY AUTOMOTIVE GAINES B STANLEY DBA MIKE CRAIG CHRYSLER DODGE JEEP- 45367 DTCJ
PRODUCTS, 306 I 35 HWY SW
HILLSBORO, TX 76645-2662
HILLS EDGE AUTO SALES INC JAMES L SIEG HIGHWAY 385 N 59898 DTCJ
HOT SPRINGS, SD 57747
HOLLEY DODGE OF MIDDLETOWN, ROBERT G HOLLEY DBA HOLLEY CHRYSLER DODGE JEEP 43593 DTCJ
INC. 1000R NEWFIELD ST
MIDDLETOWN, CT 06457-1818
HONDRU CHRYSLER, INC. PETER J HONDRU DBA HONDRU CHRYSLER, INC. 67813 C
700 LANCASTER RD
MANHEIM, PA 17545
HOOD MOTOR CO LLC WILLIAM K HOOD DBA HOOD AUTOMOTIVE 42869 DTCJ
503 SOUTH FIRST STREET
AMITE, LA 70422-3201
HOOVER CHRYSLER JEEP, INC RONALD E HOOVER DBA HOOVER DODGE INC 42133 DT
HOOVER CHRY-DODGE INC 2250 SAVANNAH HWY
CHARLESTON, SC 29414
HOOVER CHRYSLER-JEEP LP RONALD E HOOVER DBA HOOVER CHRYSLER JEEP, INC. 65009 CJ
2250 SAVANNAH HWY
CHARLESTON, SC 29414-5314
HUFFINES CHRYSLER JEEP KIA INC RAY HUFFINES DBA HUFFINES CHRYSLER JEEP 26591 JC
5150 S I-35 E # SOUTH
DENTON, TX 76210-2341
I M JARRETT & SON INC FRANKLIN JARRETT 335 S YORK ROAD 57987 DT
HATBORO, PA 19040-3494
INTEGRITY CHRYSLER- PLYMOUTH GREGORY J BASHANT DBA INTEGRITY CHRYSLER JEEP DODGE 67569 CDTJ
INC. 6770 REDWOOD STREET
LAS VEGAS, NV 89118
INTEGRITY MOTOR SALES INC ROBERT S PATRICK DBA INTEGRITY CHRYSLER PLYMOUTH DODGE 68495 CDTJ
20390 US 24 WEST
DEFIANCE, OH 43512
IRON TRAIL MOTORS, LLC BRADFORD SKYTTA DBA IRON TRAIL CHRYSLER 45234 DTCJ
1301 S. 17TH STREET
VIRGINIA, MN 55792
IRWIN AUTO CO OF WINTERSET LLC H G IRWIN JR 1524 N JOHN WAYNE DRIVE 45024 DTCJ
WINTERSET, IA 50273
ISAKSON MOTOR SALES INC WILLIAM C ISAKSON 3530 NORTH HOBART ROAD 64540 CDT
HOBART, IN 46342
JACK CARUSO'S REGENCY DODGE JOHN E CARUSO DBA CARUSO CHRYSLER JEEP DODGE 59580 DTCJ
INC 10979 ATLANTIC BLVD
JACKSONVILLE, FL 32225
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
JACK DIMOND L-M INC JOHN W DIMOND IV DBA JACK O'DIAMONDS 42384 DT
127 S SPUR 63
LONGVIEW, TX 75601
JACK PHELAN DODGE, LLC JOHN C PHELAN JR DBA JACK PHELAN DODGE, LLC 45239 DT
7050 OGDEN AVE
BERWYN, IL 60402-3653
JACKIE EDGAR AUTO JACQUELINE L EDGAR DBA JACKIE EDGAR AUTO SUPERCENTER 60392 CDTJ
SUPERCENTER, 331 NORTHWEST BLVD
FRANKLIN, LA 70538-3001
JCMC INCORPORATED JAMES B CLARK DBA JIM CLARK AUTO CENTER 26412 J
911 GOLDENBELT BOULEVARD
JUNCTION CITY, KS 66441-1727
JEFF D'AMBROSIO DODGE OF JEFFREY A D'AMBROSIO DBA JEFF D'AMBROSIO MAIN LINE JEEP 44668 DTJ
FRAZER, 1221 EAST LANCASTER AVE
DOWINGTOWN, PA 19355
JEFF HUNTER MOTORS INC JEFFREY M HUNTER DBA JEFF HUNTER CHRYSLER 68190 C
1440 W LOOP 340
WACO, TX 76712-6836
JERRY SPADY PONT-CAD INC JERRY SPADY DBA JERRY SPADY JEEP-EAGLE 23626 J
2750 OSBORNE DR E
HASTINGS, NE 68901-2626
JHS BUSINESS ASSOCIATES INC ROBERT S SULLINS DBA CROSSROADS SUPERSTORE 44970 DTCJ
1701 SOUTH MISSISSIPPI
ATOKA, OK 74525
JIM BOAST DODGE, INC. JAMES F KEEDY DBA BOB BOAST DODGE 57588 DT
4827 14TH ST WEST
BRADENTON, FL 34207
JIM BRYANT MOTORS INC HAROLD G SCHWARTZ DBA SPRINGDALE DODGE CHRYSLER 57984 DCT
3709 SOUTH THOMPSON
SPRINGDALE, AR 72764
JIM CLARK MOTORS INC LORIS G BRUBECK 2121 W 29TH TERRACE 58812 DTCJ
LAWRENCE, KS 66047-3163
JIM FIORE MOTORS JAMES J FIORE DBA FIORE CHRYSLER JEEP 60214 CJ
ROUTE 36 - LOGAN BLVD.
ALTOONA, PA 16603
JIM MARSH AMERICAN JAMES R MARSH DBA JIM MARSH CHRY-JEEP 26717 JC
CORPORATION 8555 W CENTENNIAL PARKWAY
LAS VEGAS, NV 89149
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 29 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
JIM MCNATT AUTOMOBILE CO JAMES L MCNATT DBA JIM MCNATT DODGE 44524 DT
4100 I-35 SOUTH
DENTON, TX 76210
JIM RUSH GMC TRUCK CO JAMES R RUSH DBA JIM RUSH CHRYSLER 44299 DTCJ
S BUS HWY 13
BOLIVAR, MO 65613
JIMMIE VICKERS INC BETTY I VICKERS 535 E MERRITT ISLAND CSY 23957 J
MERRITT ISLAND, FL 32952
JJ FLYNN, INC. JOHN J FLYNN, JR. DBA JOHN FLYNN CHRYSLER JEEP 60356 CJ
6225 RIDGE AVE
PHILADELPHIA, PA 19128-2630
JOE HOLLAND CHRYSLER, LLC JOSEPH B HOLLAND JR DBA JOE HOLLAND CHRYSLER, LLC 60151 C
131 MACCORKLE AVENUE
S. CHARLESTON, WV 25303
JOE KIDD DODGE INC TRUDI R SCHWARZ 1065 OHIO PIKE 41975 DT
CINCINNATI, OH 45245-2399
JOE RICCI OF DEARBORN LLC JOSEPH RICCI 14765 MICHIGAN AVENUE 44350 DT
DEARBORN, MI 48126-3455
JOHN C MILLER, INC. JOHN C MILLER DBA JOHN C MILLER, INC 23539 J
509-513 N PERRY ST
JOHNSTOWN, NY 12095
JOHN CULLEN DODGE, LLC BARRY J CULLEN DBA JOHN CULLEN DODGE, LLC 45387 DT
40 WALT SANDERS MEMORIAL DR
NEWNAN, GA 30265-2169
JOHN FUREY MOTORS INC JOHN J FUREY 16102 HIGHWAY 21 SOUTH 43822 DTCJ
BOGALUSA, LA 70427-3925
JOHN HINE PONTIAC JOHN A HINE JR DBA JOHN HINE DODGE 68445 DT
1561 CAMINO DEL RIO SOUTH
SAN DIEGO, CA 92108
JOHN P HUGHES MTR CO INC HOLCOMBE A HUGHES ROUTE 29 N & LAKEVIEW DR 51448 DT
MADISON HEIGHTS, VA 24572
JOHN THOMAS CHRY-DOD-JEEP INC JOHN C THOMAS 1305 EAST MAIN 44716 DTCJ
CORDELL, OK 73632
JOHNSON COUNTY MOTORS, L.C. DENNIS P GORDON DBA MCGURK-MEYERS CHRYSLER 60195 C
404 2ND ST
CORALVILLE, IA 52241-2612
JOHNSON MOTOR SALES INC KENNETH W WALTERS DBA JOHNSON CHRYSLER JEEP 64471 CJ
2 MAIN STREET
LENOXVILLE, PA 18441
JOHNSON MOTORS OF ST. CROIX MICHAEL C ANDERSON DBA JOHNSON MOTORS 45263 DTCJ
2180 US HIGHWAY 8
SAINT CROIX FALLS, WI 54024-8328
JONES BROTHERS AUTO INC JAMES K JONES 1011 HIGHWAY 65 NORTH 23917 J
HARRISON, AR 72601
JONES FORD-MERCURY, LLLP THOMAS G JONES DBA JONES DODGE CHRYSLER JEEP 42779 DTCJ
781 W WICKENBURG WAY
WICKENBURG, AZ 85390
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
JUSTIN DODGE CHRYSLER JEEP TODD D HACIAS 5747 BROOKSTONE WALK NW 60045 CDTJ
LLC ACWORTH, GA 30101
KALMAR MOTOR SALES INC GARY R KALMAR 603 STATE ROUTE 66 23502 J
LEECHBURG, PA 15656-9702
KEMPTHORN MOTORS INC RICHARD J KEMPTHORN DBA KEMPTHORN DODGE-DGE TRUCK 52422 DT
1449 CLEVELAND AVE N W
CANTON, OH 44703-3181
KEMPTHORN MOTORS INC RICHARD J KEMPTHORN DBA KEMPTHORN MOTORS INC 67568 CJ
1449 CLEVELAND AVE N W
CANTON, OH 44703-3181
KEN KRAUSE MOTORS INC KEN KRAUSE HIGHWAY 18 EAST 41881 DTCJ
EMMETSBURG, IA 50536
KEN NELSON AUTO MALL INC KENNETH A NELSON 2503 NORTH LOCUST ROAD 26292 J
STERLING, IL 61081
KENNEDHY, KOONTZ & FARINASH JERROLD D FARINASH DBA PREBUL CHRY-JEEP-DODGE 23815 JCDT
PREBUL JEEP INC 320 NORTH HOLTZCLAW AVE
CHATTANOOGA, TN 37404
KERN MOTOR COMPANY INC RICHARD D KERN JR 2110 VALLEY AVE 23318 J
WINCHESTER, VA 22601-2754
KERRY CHRYSLER JEEP DODGE, PATRICK DECASTRO DBA KERRY CHRYSLER JEEP DODGE, INC. 44717 DTCJ
INC. 701 CHAMBER DRIVE
MILFORD, OH 45150
KINCHELOE MOTORS INC JOSEPH R KINCHELOE 14TH AND PEARCY STREET 63103 C
PARKERSBURG, WV 26101
KING AUTO GROUP, INC. YALE KING DBA KING AUTO GROUP 26758 J
1800 INDUSTRIAL CIR
LONGMONT, CO 80501-6524
KIRCHNER CHRY-DODGE-JEEP LLC RALPH KIRCHNER 1968 OLD ROUTE 17 44963 DTCJ
ROSCOE, NY 12776
KITAGAWA MOTORS INC ROY M KITAGAWA DBA ISLAND DODGE 57812 CDTJ
110 SOUTH HANA HIGHWAY
KAHULUI, HI 96732-2399
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
Page 20 of 40
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Case: 10-3933 Document: 28-2 Page: 31 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
KOTBY ENTERPRISES INC MOHAMED G KOTBY DBA KOTBY MOTORS 67558 CDTJ
969 N 3RD ST
LARAMIE, WY 82072-2509
KOVATCH DEALERSHIPS INC JOSEPH J KOVATCH DBA KOVATCH LEHIGHTON JEEP 23212 J
363 NORTH FIRST STREET
LEHIGHTON, PA 18235-1450
KREBS CHRYSLER JEEP INC JAMES J KREBS 1015 WILLIAM FLYNN HWY RTE 8 62431 CJ
GLENSHAW, PA 15116
KREBS MOTORS NORTH INC JAMES J KREBS DBA KREBS DODGE 26616 DT
100 KREBS DRIVE
GIBSONIA, PA 15044
L E RICHARDSON ENTERPRISES, LAWRENCE RICHARDSON DBA RICHARDSON DODGE CHRYSLER JEEP 42443 DTCJ
INC 1376 EAST F ST.
OAKDALE, CA 95361
LAFLAM CHRYSLER INC JAMES H LAFLAM JR 165 SOUTH BLACK HORSEPIKE 36589 C
RUNNEMEDE, NJ 08078
LAKEFOREST CHRYSLER JEEP, INC JOHN J FITZGERALD JR DBA LAKEFOREST CHRYSLER JEEP, INC 66264 CJ
11411 ROCKVILLE PIKE
KENSINGTON, MD 20895
LAKEWOOD CHRY-PLYM INC JOHN F MEDVED DBA MEDVED CHRY-JEEP INC 63829 CJ
11201 WEST I-70 FRONTAGE RD N
WHEAT RIDGE, CO 80033
LANCASTER DODGE CHRYSLER KAREN W HADDAD DBA LANCASTER DODGE CHRYSLER JEEP, INC 45133 DTCJ
JEEP, INC 1277 GREAT FALLS HIGHWAY
LANCASTER, SC 29720
LARSEN AUTO CENTER INC TERRY LARSEN 1105 WISCONSIN AVE 44957 DTCJ
FREDERIC, WI 54837
LARSON AUTOMOTIVE HOLDINGS, ROBERT S LARSON DBA ROBERT LARSON'S CHRYSLER JEEP 68239 CJ
INC. 7601 SOUTH TACOMA WAY
TACOMA, WA 98409-7592
LAUREL DODGE INC SAVA TSHONTIKIDIS 10052 NORTH WASHINGTON BLVD 57858 DT
LAUREL, MD 20723
LAWRENCE MOTOR COMPANY, INC. WALTER L LAWRENCE II DBA AIRPORT CHRYSLER JEEP 39517 CJ
5400 S LABURNUM AVE
RICHMOND, VA 23231-4416
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
LAYTON DODGE INCORPORATED HOMER K CUTRUBUS DBA CUTRUBUS MOTORS CHRYSLER JEEP 68270 CDTJ
1234 NORTH MAIN STREET
LAYTON, UT 84041
LEE MOTORS, LLC TERRY L LEE DBA LEE CHRYSLER DODGE 60277 CDT
US HWY. 25 E.S. MIDDLESBORO RD.
PINEVILLE, KY 40977
LEE PETERSON MOTORS INC LEE PETERSON 407 SOUTH FIRST STREET 24176 J
YAKIMA, WA 98901-2807
LEWIS EAST OAK HILL JAMES A DAVIS DBA LEWIS JEEP 26584 J
CORPORATION 830 E MAIN ST
OAK HILL, WV 25901
LICCARDI MOTORS INC CLEMENTE LICCARDI DBA LICCARDI CHRYSLER DODGE 36041 CDT
130 US HIGHWAY 22
GREEN BROOK, NJ 08812-2129
LIEBERTH & SONS DODGE INC HILDA A LIEBERTH 303 HULTON ROAD 42801 DT
OAKMONT, PA 15139-1916
LIGONIER BUICK GARAGE INC GREGORY C GRAHAM DBA GRAHAM COLONIAL MOTORS IN 23476 J
ROUTE 711 NORTH
LIGONIER, PA 15658
LIMA AUTO MALL INC W C TIMMERMEISTER 2200 NORTH CABLE ROAD 26594 J
LIMA, OH 45807
LITHA INC. C/O LITHIA CO SPGS SIDNEY B DEBOER 360 E. JACKSON RD. 26171 JC
JEEP-CHRY INC COLORADO SPRINGS, OR 97501
LITHIA INC. C/O LITHIA CJD OF SIDNEY B DEBOER DBA LITHIA CHRYSLER JEEP DODGE OF 60182 CDTJ
OMAHA, INC. OMAHA
360 E. JACKSON RD.
COLORADO SPRINGS, OR 97501
LIVE OAK COUNTY AUTOMOTIVE GAINES B STANLEY DBA STANLEY 26790 JCDT
3165 HWY 281 N
GEORGE WEST, TX 78022
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
LIVERMORE AUTO GROUP, INC. JAGROOP S GILL DBA LIVERMORE CHRYSLER JEEP 26760 JC
2304 KITTY HAWK RD
LIVERMORE, CA 94551-7621
LIVONIA CHRYSLER JEEP INC COLEEN A MCDONALD 30777 PLYMOUTH ROAD 66415 CJ
LIVONIA, MI 48150-2101
LOMAN AUTO GROUP INC DAVID LOMAN DBA LOMAN CHRYSLER JEEP 68549 CJ
3469 ROUTE 46
PARSIPPANY, NJ 07054
LOS FELIZ FORD INC EDMUND JUSSEN JR DBA STAR CHRYSLER JEEP 24118 JC
1401 S BRAND BLVD
GLENDALE, CA 91204-2809
LOU BACHRODT CHEVROLET PATRICK M BACHRODT DBA LOU BACHRODT JEEP 23616 J
COMPANY 7070 CHERRYVALE NORTH BLVD
ROCKFORD, IL 61112-1002
LUCAS-SMITH AUTOMOTIVE, INC. DENNIS R SMITH DBA LUCAS-SMITH AUTOMOTIVE, INC. 45365 DTCJ
10623 W STATE HWY E
POTOSI, MO 63664-1323
M & M MOTOR MALL INC RAND L KOETJE DBA M & M DODGE 42267 DT
3829 LAKE ST
KALAMAZOO, MI 49048-3313
MADERE'S GARAGE INC JAN G MADERE 15042 RIVER ROAD 38440 CDTJ
HAHNVILLE, LA 70057
MAIN STREET MOTORS, INC. ROBERT B HELPHENSTINE DBA PALM CHRYSLER 7421 C
3535 NORTH MAIN STREET
GAINESVILLE, FL 32609
MALVERN MOTORS L.L.C. RAYMOND DALE HORN DBA MALVERN CHRYSLER DODGE JEEP 45377 DTCJ
1103 MARTIN LUTHER KING BLVD
MALVERN, AR 72104-2222
MARCHANT MOTOR COMPANY HARLAN J MARCHANT 117-121 EAST MAIN ST 63372 CDTJ
SPRING VALLEY, MN 55975
MARK DODGE CHRYSLER JEEP, LLC MARK E BONIOL DBA MARK DODGE CHRYSLER JEEP, LLC 60332 CDTJ
3777 GERSTNER MEMORIAL DRIVE
LAKE CHARLES, LA 70607
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
MARTIN CHEVROLET SALES INC WILLIAM M MARTIN DBA MARTIN CHRY-JEEP 23428 JC
8800 GRATIOT RD
SAGINAW, MI 48609-4809
MASSEY-YARDLEY INC HERBERT G YARDLEY DBA MASSEY-YARDLEY CHRYSLER DODGE 66867 CDT
777 N. STATE ROAD #7
PLANTATION, FL 33317
MATT MONTGOMERY, INC. CHARLES A MONTGOMERY DBA ALEX MONTGOMERY MT WASHINGTON 66592 CDTJ
9000 HIGHWAY 44 EAST
MT WASHINGTON, KY 40047-7309
MATTHEWS CHRYSLER INC JAMES F MATTHEWS 2100 VESTAL PARKWAY EAST 62248 CJ
VESTAL, NY 13850-1999
MAURICE SCHWARTZ & SONS INC JAMES SCHWARTZ DBA SCHWARTZ CHRYSLER 8760 C
585 SHREWSBURY AVE
SHREWSBURY, NJ 07702
MEDVED CHRYSLER JEEP DODGE JOHN F MEDVED 11201 WEST I-70 FRONTAGE RD N 43188 DTCJ
INC WHEAT RIDGE, CO 80033
MEGGS FORD INC H H MEGGS DBA MEGGS CHRYSLER JEEP DODGE 43077 DTCJ
HIGHWAY 15-401 BYPASS
BENNETTSVILLE, SC 29512
MEYER - EARP AUTO CENTER, LLC DOUGLAS E MEYER DBA MEYER - EARP AUTO CENTER, LLC 60275 CDTJ
807 CENTRAL AVE
AUBURN, NE 68305-1615
MEYER AUTO SALES INC LYNN F MEYER 116 MAIN STREET 62409 CDTJ
MONROEVILLE, IN 46773
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 35 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
MIDTOWN MOTORS, INC. RANDY W BUZZO DBA JOHN HOWARD MOTORS 60256 CDT
1730 MILEGROUND RD
MORGANTOWN, WV 26505-3753
MIKE CRAIG CHRYSLER, DODGE, GAINES B STANLEY DBA MIKE CRAIG CHRYSLER, DODGE, JEEP 60095 CDTJ
JEEP, 106 HWY 36 BYPASS SOUTH
GATESVILLE, TX 76528-2691
MIKE FINNIN MOTORS INC MICHAEL L FINNIN 4355 DODGE STREET 23754 JC
DUBUQUE, IA 52003
MIKE PILE AUTOPLEX INC MICHAEL P PILE DBA MIKE PILE JEEP-EAGLE 26610 J
2401 WEST SW LOOP 323
TYLER, TX 75701
MILAM JEEP MAZDA, INC KENNETH K DINSMORE DBA MILAM JEEP 24170 J
608 RIVER ROAD
PUYALLUP, WA 98371
MILLER MOTOR CAR CORPORATION WENDELL H MILLER 4455 VESTAL PARKWAY 25064 DT
VESTAL, NY 13851
MILLER-CAMPBELL COMPANY JACK C MILLER DBA JACK MILLER CHRYSLER JEEP 65282 CJ
30 N E VIVION ROAD
KANSAS CITY, MO 64118-4589
MILNER-O'QUINN CHRYSLER CHARLES S O'QUINN DBA MILNER-O'QUINN CHRYSLER DODGE 68444 CDTJ
DODGE 2502 CANTELL ROAD
HARRISONVILLE, MO 64701
MILO GORDON CHRYSLER, INC MICHAEL T WYATT DBA MILO GORDON CHRYSLER, INC 64033 C
5002 CACHE ROAD
LAWTON, OK 73505
MITCH CRAWFORD'S HOLIDAY MICHAEL CRAWFORD 9209 E STATE ROUTE 350 62078 C
MOTORS CO RAYTOWN, MO 64133-6597
MONARCH DODGE INC MARK S HODOS 2000 NORTH STATE ROAD #7 41322 DT
LAUDERDALE LAKES, FL 33313-7098
MONICATTI CHRYSLER JEEP SALES, TIMOTHY S MONICATTI DBA MONICATTI CHRYSLER JEEP SALES, 61888 CJ
40755 VAN DYKE AVENUE
STERLING HEIGHTS, MI 48313
MOTHER LODE MOTORS KAREN FLAKE 13411 MONO WAY 65269 CDTJ
SONORA, CA 95370-5398
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
MOTOR INN INC MARK HEYWOOD 114 SOUTH 6TH ST 68496 CDTJ
ESTHERVILLE, IA 51334-1940
MOTOR INN OF LE MARS INC MARK HEYWOOD 205 5TH AVENUE NW 44748 DTCJ
LE MARS, IA 51031-3101
MOTOR MART AUTO SALES INC ANTHONY CERRONE DBA MOTOR MART DODGE 42375 DT
800 WASHINGTON STREET
SOUTH ATTLEBORO, MA 02703-7598
MOTORQUEST OF JACKSON L.L.C. RICK INATOME DBA MOTORQUEST OF JACKSON L.L.C. 68868 CJ
3500 PAGE AVENUE
JACKSON, MI 49203
MULLINS MOTORS INC WILLARD D SMALL DBA MULLINS CHRYSLER DODGE JEEP 44382 DTCJ
3391 HIGHWAY 76 EAST
MULLINS, SC 29574
MURPHY AND SHELBY DODGE INC CRAIG L SANDERS 603 SAN FERNANDO RD 44419 DT
SAN FERNANDO, CA 91340
MURRAY MOTORS INC ELIZABETH MURRAY 302 EAST 1ST 59285 DCT
PORT ANGELES, WA 98362-3106
NEIL HUFFMAN ENTERPRISES INC DOW A HUFFMAN DBA NEIL HUFFMAN DODGE 43947 DT
4136 SHELBYVILLE ROAD
LOUISVILLE, KY 40207-3223
NEIL HUFFMAN INCORPORATED DOW HUFFMAN DBA NEIL HUFFMAN CHRYSLER-JEEP 68107 CJ
4126 SHELBYVILLE ROAD
LOUISVILLE, KY 40207-3218
NELSON AUTO GROUP SOUTH INC GEORGE R NELSON JR DBA NELSON DODGE 68651 DT
303 W CHURCH ST
MARTINSVILLE, VA 24112-2613
NEW CITY AUTO SALES INC OSVALDO S GUGLIELMO 2813 PENNSYLVANIA AVENUE 41090 DTJ
WEIRTON, WV 26062-3792
NEW COUNTRY AUTO CENTER INC NANCY M ARIANO DBA NEW COUNTRY CHRYSLER 42846 DCT
1200 CARBON JUNCTION RD
DURANGO, CO 81301-7678
NEW RICHMOND AUTO SALES IRENE HENDERSON 335 FRONT STREET 37042 CDTJ
NEW RICHMOND, OH 45157-1392
NEW ROADS MOTOR COMPANY, JAMES M BOUANCHAUD DBA NEW ROADS MOTOR COMPANY, L.L.C. 66851 CDTJ
L.L.C. 608 PARENT ST
NEW ROADS, LA 70760
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
NORTH STAR GARAGE INC BRUCE A JACOBSEN 125 S CENTRAL AVE 57823 DTCJ
MILACA, MN 56353-1187
OAKDALE MOTORS INC JOSEPH L CRAWFORD 297 HWY 165 SOUTH 8742 CDTJ
OAKDALE, LA 71463
OBAUGH FORD INC PAUL OBAUGH DBA PAUL OBAUGH CHRYSLER 66673 C
13 LEE JACKSON HIGHWAY
STAUNTON, VA 24401
OGDEN CHRYSLER INC NINA KOLOSEIKE DBA BILL KAY'S CHRYSLER OF DOWNERS 65746 C
2100 OGDEN AVENUE
DOWNERS GROVE, IL 60515-2618
OMAKASE, LLC CARL D JOHNSON, JR. DBA JOHNSON CHRYSLER DODGE JEEP OF 60319 CDTJ
925 JACKIE ROBINSON DR
DURHAM, NC 27701-3653
ORLEANS DODGE CHRYSLER JEEP, STEVEN G BONNER DBA ORLEANS DODGE CHRYSLER JEEP, L.L.C 45231 DTCJ
L.L.C 13000 I-10 SERVICE ROAD
NEW ORLEANS, LA 70128
ORRIN B HAYES INCORPORATED ROBERT O HAYES DBA ORRIN B HAYES JEEP-EAGLE 26160 J
543 WEST MICHIGAN
KALAMAZOO, MI 49007-3796
OURISMAN CHANTILLY, INC. DANIEL L KORENGOLD DBA OURISMAN CHANTILLY DODGE 45312 DT
4105 AUTO PARK CIR
CHANTILLY, VA 20151-1224
OWOSSO MOTORS INC IRMA B ELDER DBA SIGNATURE JEEP EAGLE 26135 J
1960 E MAIN STREET
OWOSSO, MI 48867-9063
OZARK DODGE INC KAY CHURCH 6151 NO. 21ST STREET 65954 DT
OZARK, MO 65721
P K SMITH MOTORS KENNETH M SMITH HIGHWAY 167 AND 84 WEST 43076 DTCJ
INCORPORATED WINNFIELD, LA 71483
PAINTER SALES AND LEASING PATRICK L PAINTER DBA PAINTER CHRY-DODGE-JEEP 67360 CDTJ
1100 N MAIN ST
NEPHI, UT 84648
PAINTERS SUN CTRY CHR INC JAMES L PAINTER 1600 SOUTH HILTON DR 67407 CDTJ
ST GEORGE, UT 84770-6763
PAL AUTO GROUP, INC. PERCY C MYERS IV DBA PIERCE CHRYSLER CENTER 60128 CDTJ
423 N. HICKORY
DUQUOIN, IL 62832-1773
PALACE MOTORS INC BARBEE G KRANZ 219 EAST FIRST AVENUE 26264 J
MITCHELL, SD 57301-3425
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
PALMER DODGE INC DONALD L PALMER 4545 EAST 96TH STREET 55483 DT
INDIANAPOLIS, IN 46240
PALMER DODGE WEST, INC. DONALD L PALMER DBA PALMER CHRYSLER JEEP DODGE 42224 DTCJ
5051 W PIKE PLAZA RD
INDIANAPOLIS, IN 46254-3002
PARSONS & PARSONS LC ELLEN M PARSONS DBA PARSONS & PARSONS LC 63143 C
2525 VALLEY AVENUE
WINCHESTER, VA 22601-2761
PAUL BUSCH AUTO CTR INC PAUL J BUSCH 148 EAST MAIN STREET 67148 CDTJ
WABASHA, MN 55981-1421
PAULS AUTO SALES PAUL R BOGGS, JR. 1331 MAIN ST 58726 DTCJ
RAINELLE, WV 25962
PAVLIK MOTOR CARS INC CHARLES A PAVLIK 3662 MAIN STREET 67651 C
WEIRTON, WV 26062-4567
PEN MOTORS INC ROBERT J PLUCINAK DBA MILLER HILL CHRYSLER JEEP 26517 JC
4710 MILLER TRUNK HIGHWAY
DULUTH, MN 55811
PEOPLE'S CHRYSLER JEEP, INC. GARY A HAMNER DBA FOLSOM LAKE CHRYSLER JEEP 68652 CJ
12530 AUTOMALL CIRCLE
FOLSOM, CA 95630
PERFORMANCE DODGE LLC WILLIAM R COULTER DBA PERFORMANCE CHRY-JEEP-DODGE 44364 DTCJ
4240 W GLENDALE AVE
PHOENIX, AZ 85051-8190
PHIL LONG DENVER JEEP, LLC GERALD D CIMINO DBA PHIL LONG DENVER JEE-CHRY 24238 JC
7800 WEST STANFORD AVENUE
DENVER, CO CO 80123
PIKE COUNTY CHRYSLER CENTER ALBERT F RENNECKER 200 DECATUR ST 44302 DTCJ
BARRY, IL 62312-0137
PIONEER CHEVROLET CADILLAC RICHARD P NOURSE DBA PIONEER CHRYSLER JEEP 68943 CJ
INC 1315 PIKE STREET
MARIETTA, OH 45750
PLATNER AUTOMOTIVE DOUGLAS D PLATTNER DBA TARPON SPRINGS DODGE, INC. 45376 DT
TARPON SPRINGS DODGE, INC. 1891 PORTER LAKE DRIVE UNIT 101
SARASOTA, FL 34240
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
PLATNER AUTOMOVITE DOUGLAS D PLATTNER DBA WINTER PARK DODGE, INC. 45157 DT
WINTER PARK DODGE, INC. 1891 PORTER LAKE DRIVE
SARASOTA, FL 34240
POHANKA OF LEESBURG, INC. SCOTT A CRABTREE DBA POHANKA CHRYSLER DODGE OF 60220 CDT
LEESBURG
219 CATOCTIN CIR SE
LEESBURG, VA 20175-3707
POPE FAMILY ENTERPRISES LLC KENNETH K POPE DBA FAMILY CHRYSLER DODGE JEEP 45103 DTCJ
1520 NORTH MAIN STREET
MARION, VA 24354
PREMIER CHRYSLER JEEP DODGE, SAM KAZRAN DBA PREMIER CHRYSLER JEEP DODGE, LLC 26773 JCDT
LLC 1655 CHURCH ST
DECATUR, GA 30033-5920
PRESTON AUTO MALL INC ROBERT L PRESTON III DBA PRESTON CHRYSLER JEEP 68662 CJ
3843 YOUNGSTOWN ROAD SE
WARREN, OH 44484-2895
PRESTON CHRYSLER JEEP, INC. GARY LAU DBA PRESTON CHRYSLER JEEP 63181 CJ
13439 PRESTON ROAD
DALLAS, TX 75240-5277
QUINN MOTORS OF ELLSWORTH MEGHAN QUINN-KUMMER 405 WEST MAIN STREET 68980 CDTJ
ELLSWORTH, WI 54011
RALLYE AUTOPLAZA INC MARC L TREIBER 563 ROUTE 17M 44078 DTCJ
MONROE, NY 10950
RAY'S FORD-MERCURY INC RAYMOND H COTTRELL DBA RAY'S CHRYSLER-DODGE-JEEP 67191 CDTJ
385 BYPASS RD
BRANDENBURG, KY 40108
RAYTOWN DODGE COMPANY MICHAEL CRAWFORD 10000 EAST 350 HIGHWAY 41450 DT
RAYTOWN, MO 64138
REED BROTHERS DODGE INC RICHARD L GARTNER 15955 FREDERICK ROAD 54193 DT
ROCKVILLE, MD 20855-2290
REGAL PONTIAC INC SALVADOR V CAMPISI DBA REGAL JEEP EAGLE 23973 J
2615 LAKELAND HILLS BLVD
LAKELAND, FL 33805-2217
REUTHER DODGE, LLC JANET T SCHOPP DBA REUTHER DODGE, LLC 45357 DT
11664 OLIVE BLVD
CREVE COEUR, MO 63141-7002
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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Case: 10-3933 Document: 28-2 Page: 40 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
REYNOLDS AUTOGROUP, INC. TERRY W REYNOLDS DBA REYNOLDS AUTOGROUP, INC. 68323 CDTJ
2104 W EVERGREEN ST
DURANT, OK 74701-4624
RFJS COMPANY LLC ROBERT L FREDERICK II DBA FREDERICK CHRYSLER JEEP DODGE 56617 DTCJ
7871 MARKET ST
BOARDMAN, OH 44512-5970
RHODEN AUTO CENTER INC RODNEY D RHODEN 3400 SOUTH EXPRESSWAY 66787 CDTJ
COUNCIL BLUFFS, IA 51501
RICHARD CHRYSLER JEEP, INC. ROCCO MASSARELLI DBA RICHARD CHRYSLER JEEP DODGE 68218 CDTJ
1845 E MAIN ST
ST CHARLES, IL 60174-2307
RICHARDS AUTO SALES INC KENNETH G RICHARDS 810 LINCOLN WAY EAST 59109 DTCJ
MC CONNELLSBURG, PA 17233-1510
RIVER OAKS CHRYSLER JEEP INC JOSEPH J HENNESSY 17225 TORRENCE AVENUE 67508 CJ
LANSING, IL 60438-1086
RIVERTON CHRY-DODGE-JEEP INC JONATHAN GUNNISON 1575 NORTH FEDERAL BLVD 67780 CDTJ
RIVERTON, WY 82501-2729
ROBERTS CHRY-JEEP-DODGE LLC DENNIS S ROBERTS DBA ROBERTS CHRY-JEEP DODGE 68952 CDTJ
36 ELM ST
PETERBOROUGH, NH 03458-1052
ROCK OF TEXAS AUTOMOTIVE INC GARY L CURRY DBA BAYTOWN CHRYSLER JEEP DODGE 60020 CDTJ
5225 I 10 EAST
BAYTOWN, TX 77521
ROD JAMES CJD, LLC TIMOTHY J NEUVILLE DBA ROD JAMES CJD, LLC 60357 CDTJ
7680 STATE ROUTE 309
GALION, OH 44833-9735
ROGER JOBS MOTORS INC ROGER O JOBS DBA ROGER JOBS JEEP 24130 J
2200 IOWA ST
BELLINGHAM, WA 98229-4722
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
ROGERS DODGE INC. PETE MANKINS DBA ROGERS DODGE OF ALVIN 45044 DT
2616 N. BYPASS 35
ALVIN, TX 77511
ROHRMAN AUTO GROUP ROBERT V ROHRMAN DBA ARLINGTON CHRYSLER JEEP DODGE 60230 CDTJ
ROHR-ALPHA, INC 1285 EAST DUNDEE RD
PALATINE, IL 60067
RON & ANN ENTERPRISES RONALD W SMITH DBA RON SMITH JEEP 24188 J
1900 AUTO CENTER DR
MERCED, CA 95340
RON HULETT AUTOMOTIVE INC RONALD P HULETT 513 NORTH STATE HIGHWAY 5 23621 J
CAMDENTON, MO 65020
RON WILLEY FORD INC RONALD L WILLEY 1155 SOUTH G AVENUE 23561 JCDT
NEVADA, IA 50201
ROTHROCK MOTOR SALES INC BRUCE L ROTHROCK SR DBA ROTHROCK CHRYSLER 67274 C
1648 PLAZA LANE
ALLENTOWN, PA 18104
ROUNDTREE AUTOMOTIVE GROUP FRANK M STINSON DBA GREATER BIRMINGHAM DODGE 45190 DTCJ
LLC CHRYSLER
BIRMINGHAM DODGE, LLC 910 PIERREMONT ROAD STE 312
SHREVEPORT, LA 71135
RUSSO GROUP ENTERPRISES, INC. AUGUST A RUSSO DBA LOCHMOOR CHRYSLER JEEP 63391 CJ
18165 MACK AVE
DETROIT, MI 48224-1444
SALEM CHRYSLER JEEP INC MARK K ZAPPIA DBA SALEM CHRYSLER JEEP INC 63051 CJ
5010 SALEM AVE
DAYTON, OH 45426-2095
SALEM MOTORS INC GORDON R SALEM 1375 HWY 2 EAST 66920 CDT
CROOKSTON, MN 56716
SALMON MOTORS INC JEFFREY D SALMON 1260 CRAIG AVE 68316 CDTJ
TRACY, MN 56175
SAM OGLE CHRYSLER JEEP INC SAMUEL E OGLE HWY 61-67 AT 6TH ST 65345 CJ
CRYSTAL CITY, MO 63019
SAN JUAN MOTORS INC RICHARD D POLLARD DBA POLLARD BROS MOTORS LTD 24258 J
1880 NORTH TOWNSEND AVENUE
MONTROSE, CO 81401-5931
SANDY SANSING CHRYSLER, INC. MICHAEL M ADDISON DBA SANDY SANSING CHRYSLER, INC. 60106 C
6105 PENSACOLA BOULEVARD
PENSACOLA, FL 32505-2205
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
SARASOTA CHRYSLER, LTD. GREGORY P VOLACK DBA SARASOTA CHRYSLER, LTD. 67768 C
6826 SOUTH TAMIAMI TRAIL
SARASOTA, FL 34231
SCHAEFER & STROHMINGER INC LOUIS M SCHAEFER DBA SCHAEFER & STROHMINGER DODGE 57623 DT
1765 JOPPA ROAD
BALTIMORE, MD 21234-3687
SCHAFER INC COLEN J LAFAVE 125 NORTH MABLE STREET 66950 CDT
PINCONNING, MI 48650
SCHOCKER CHRYSLER AND DODGE STEVEN L MEINSCHOCK DBA SCHOCKER CHRYSLER AND DODGE 60341 CT
205 SOUTH 4TH AVE.
ST. NAZIANZ, WI 54232
SCHOLTES MOTORS INC WAYNE R SCHOLTES DBA SCHOLTES AUTO WORLD 39834 CDTJ
1215 SHERWOOD AVE
WORTHINGTON, MN 56187-2999
SCHUELKE AUTO COMPANY SCOTT SCHUELKE 211 W 5TH STREET 38306 CDTJ
STORM LAKE, IA 50588-2345
SCOTT NEWCOMB MOTORS, LLC S. SCOTT NEWCOMB DBA SCOTT NEWCOMB CHRYSLER JEEP 26786 JC
7461 VIRGINIA AVE
BASSETT, VA 24055-6300
SEXTON CHEVROLET CADILLAC INC THOMAS W VICARY DBA SEXTON CHRY-PLYM-DODGE-JEEP-EAGLE 24282 JCDT
261 SOUTH ROANE ST
HARRIMAN, TN 37748
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
SHOTTENKIRK - ILLINOIS INC GREGORY J SHOTTENKIRK 309 S. GEAR AVE 68830 CDT
WEST BURLINGTON, IA 52655
SKAGIT AUTO CENTER INC DONALD O TAPLEY 640 AUTO BLVD 26619 J
BURLINGTON, WA 98233
SKS AUTO PARK INC LOUIS M SCHAEFER DBA SCHAEFER & STROHMINGER DELMARVA 68012 CDTJ
4212 RIDGE RD
BALTIMORE, MD 21236
SMITH MTR CO-MARCELINE IN LAWRENCE C SMITH DBA SMITH MOTOR 66701 CDTJ
309 FORREST DRIVE
BROOKFIELD, MO 64628
SNOW, L.L.C THOMAS J BRUNER DBA CHAMPION CHRYSLER DODGE JEEP 44620 DTCJ
2321 STATE HIGHWAY 155
PALESTINE, TX 75803-8601
SONJU TWO HARBORS LLC BRAD SKYTTA 1100 7TH AVE 67008 CDTJ
TWO HARBORS, MN 55616
SORG SOUTH, INC. TOBY D SORG DBA SORG SOUTH, INC. 45397 DTCJ
2845 N DETROIT ST
WARSAW, IN 46582-2277
SOUTH CHARLOTTE CHRYSLER REGINALD T HUBBARD DBA METROLINA CHRYSLER JEEP DODGE 45314 DTCJ
JEEP 7601 SOUTH BLVD
CHARLOTTE, NC 28273-6917
SOUTHEAST AUTOMOTIVE INC WILLIAM J PRATT JR DBA SOUTHEAST CHRYSLER JEEP DODGE 23926 JCDT
2800 NOLENSVILLE ROAD
NASHVILLE, TN 37211-2240
SOUTHEAST/SIGNATURE MOTORS DAVID A HARRIS 2203 NORTH WEST BROAD STREET 68230 CJ
INC MURFREESBORO, TN 37129
SOUTHERN STATES BDM, LLC ROBERT D DUNN JR DBA SOUTHERN STATES DODGE 45204 DT
2511 WAKE FOREST ROAD
RALEIGH, NC 27609
SOUTHLAND CHRYSLER-JEEP, INC. JOHN W ROY DBA SOUTHLAND CHRYSLER-JEEP, INC. 67725 CJ
223 GOODMAN ROAD EAST
SOUTHAVEN, MS 38671
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
SOWELL AUTOMOTIVE INC KENT B SOWELL DBA DODGE CITY CHRY-JEEP 43120 DTCJ
79-025 HIGHWAY 11
LA QUINTA, CA 92253
SPANGLER MOTOR SALES INC RICHARD A SPANGLER 121 SOUTH LOCUST 56792 DTCJ
OAK HARBOR, OH 43449-1322
SPARKMAN, SHEPARD & MORRIS KEVIN M MORRIS DBA CLOVERLEAF CHRYSLER DODGE JEEP 23820 JCDT
P.C. 303 WILLIAMS AVE. SW # 1411
CLOVERLEAF DECATUR, LLC HUNTSVILLE, AL 35801
SPEARFISH MOTORS INC TODD L JENSEN 1910 NORTH MAIN STREET 26196 J
SPEARFISH, SD 57783
SPENCER AUTO GROUP, LLC STEVEN M SHAVER DBA SPENCER AUTO GROUP, LLC 60328 CDTJ
276 E MAIN ST
SPENCER, WV 25276-1602
SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 64950 CDTJ
SPITZER AUTOWORLD AKRON LLC ELYRIA, OH 44035
SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 41299 DTCJ
SPITZER DODGE INC ELYRIA, OH 44035
ST PETE JEEP EAGLE INC WILLIAM P DOUGLAS DBA ST PETE JEEP CHRYSLER PLYMOUTH 26318 JC
2500 34TH STREET NORTH
ST PETERSBURG, FL 33713-3697
STADIUM AUTO MALL SALES, INC. CECIL S WRIGHT DBA QUALITY AUTO MALL 60267 CJ
27 ROUTE 17
RUTHERFORD, NJ 07070-2154
STAGG CHEVROLET INC HOWARD J STAGG DBA THE CAPE COD AUTO MALL 66600 CDT
182 ROUTE 137
E HARWICH, MA 02645-1316
STAN BOOS AUTO SALES INC DONNA L BOOS 1812 OREGON ST 42398 DTCJ
HIAWATHA, KS 66434-9804
STAR CHRYSLER INC WILLIAM A KOLOSEIKE DBA BILL KAY'S NAPERVILLE CHRYSLER 67592 C
1550 WEST OGDEN AVENUE
NAPERVILLE, IL 60540-3907
STEVEN CHRYSLER JEEP MICHAEL E STEVEN DBA STEVEN CHRYSLER JEEP DODGE,INC 66735 CDTJ
DODGE,INC 11028 W KELLOGG ST
WICHITA, KS 67209-1227
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
STORY AUTOMOTIVE GROUP INC LEO JEROME DBA STORY CHRY-JEEP 68944 CJ
3165 E. MICHIGAN AVENUE
LANSING, MI 48912-4618
STROM ALTMAN DODGE, INC. WARREN ALTMAN DBA STROM ALTMAN DODGE, INC. 45278 DT
2049 REMOUNT RD
N CHARLESTON, SC 29406-3242
SULLIVAN BROS CHRYSLER DODGE KIRK A STOKES 5 GALLEN ROAD 68558 CDT
INC KINGSTON, MA 02364
SUNSHINE DODGE INC GEORGE C JOSEPH 840 SO HARBOR CITY BLVD 41373 DT
MELBOURNE, FL 32901-1999
SUPERIOR MOTORS INC JAMES M GUTHRIE III 835 FIVE CHOP RD 24026 J
ORANGEBURG, SC 29115-6222
SUSAN SCHEIN CHEVROLET SUSAN S SCHEIN DBA SUSAN SCHEIN CHRYSLER DODGE, INC. 67045 CDT
SUSAN SCHEIN CHRYSLER DODGE, 3171 PELHAM PARKWAY
INC. PELHAM, AL 35124
SWAFFORD'S FORD SALES INC GARY L SWAFFORD DBA SWAFFORD'S INC 42596 DTCJ
223 SOUTH THORNTON
RICHMOND, MO 64085
T & C MTRS OF SEDALIA INC WILLIAM J SHUMAKE DBA TOWN & COUNTRY MOTORS 23651 J
3110 WEST BROADWAY
SEDALIA, MO 65301-2117
T & K AUTOMOTIVE INVESTMENTS, ANTONIO MA DBA BURLINGAME CHRYSLER JEEP DODGE 45438 JCDT
INC. 1025 ROLLINS RD
BURLINGAME, CA 94010-2501
TAMIAMI AUTOMOTIVE GROUP CARLOS PLANAS DBA TAMIAMI CHRYSLER JEEP DODGE 68064 CDTJ
8250 SOUTH WEST 8TH STREET
MIAMI, FL 33144
TARBOX CHRYSLER JEEP, LLC. JAMES TARBOX DBA TARBOX CHRYSLER JEEP, LLC. 60316 CJ
676 PLEASANT ST
ATTLEBORO, MA 02703-2529
TARBOX MOTORS INC JAMES D TARBOX 1100 TOWER HILL ROAD 23061 J
NORTH KINGSTOWN, RI 02852-6618
TAYLOR & SONS INC GREG TAYLOR DBA TAYLOR-PARKER MOTOR CO 67959 CDTJ
300 CEDAR STREET
SANDPOINT, ID 83864-1413
TED BRITT OF FREDERICKSBURG EDWARD C ARNOLD DBA BRITT CHRYSLER JEEP 67720 CJ
3427 JEFFERSON-DAVIS HIGHWAY
FREDERICKSBURG, VA 22401-4160
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
TED MILES JEEP INC TED W MILES 7380 EL CAMINO REAL 26031 J
ATASCADERO, CA 93422-4629
TERRY MOWERY CHRYSLER M T MOWERY DBA TERRY MOWERY CHRYSLER PLYMOUTH 67473 CDTJ
PLYMOUTH STATE ROUTE 95 WEST
EDISON, OH 43320
TERRY SLIGH AUTOMOTIVE INC TERRY A SLIGH 1630 SECOND AVENUE 66576 CDTJ
ONEONTA, AL 35121
THE UNION SALES COMPANY B A POLAND III 305 N QUEEN STREET 55025 DT
MARTINSBURG, WV 25401-3497
THOMAS DODGE CORP OF NEW THOMAS MAMMOLITO 1201 ROUTE 112 44098 DT
YORK PORT JEFFERSON, NY 11776
THOMAS SALES & SERVICE INC WILLIAM B THOMAS DBA T S & S 41927 DCT
2060 NORTHEAST HIGHWAY 20
BEND, OR 97701
THOMASSEN FORD-MERCURY INC GEORGE W THOMASSEN DBA THOMASSEN CHRYSLER DODGE JEEP 67217 CDTJ
100 SOUTH WEST STREET
CHARLES TOWN, WV 25414-1658
THOMASTON FORD-MERCURY INC JANE S HARNESS DBA THOMASTON CHRY-PLYM-DODGE-JEEP 67885 CDTJ
1011 HIGHWAY 19 NORTH
THOMASTON, GA 30286
TIMBERLINE DODGE INC ARTHUR A LAWS DBA TIMBERLINE CHRYSLER JEEP DODGE 42184 DTCJ
2406 N E SANDY BLVD
PORTLAND, OR 97232-2399
TOM MASANO CHRYSLER JEEP, INC. JOHN J MASANO DBA TOM MASANO CHRYSLER JEEP, INC. 64103 CJ
1600 LANCASTER AVEN
READING, PA 19607-1597
TOMMY MANUEL CHRY-PLYM-JEEP TOMMY MANUEL DBA TOMMY MANUEL CHRY-JEEP 68987 CJ
INC 1501 EAST I-20
ARLINGTON, TX 76014
TOMSIC MOTOR COMPANY FRANK VALENCIC 150 RACE TRACK ROAD 64565 CJ
WASHINGTON, PA 15301-8908
TONY MARTENS DODGE INC PHILLIP A MARTENS 601 MAIN STREET 43553 DT
PLATTE CITY, MO 64079
TOWN & COUNTRY MOTORS, INC. DAVID S SAPONE DBA TOWN & COUNTRY CHRYSLER DODGE 60208 CDT
508 N MARKET ST
LIGONIER, PA 15658-1364
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
TRI STAR DCJ HUNTINGDON INC ROWLAND H TIBBOTT III 9492 WILLIAM PENN HWY 60059 CDTJ
HUNTINGDON, PA 16652-7167
TRI-CITIES MOTOR SALES LLC DWIGHT MARQUART DBA CHRYSLER OF TRI-CITIES 68717 C
3203 W MARIE ST
PASCO, WA 99301
TRIER FORD LINCOLN MERCURY VERNON E TRIER DBA TRIER CHRY-DODGE-JEEP 68443 CDTJ
INC 499 S MAIN ST
COLUMBIA CITY, IN 46725-2143
UAG HUDSON CJD, LLC ROGER PENSKE DBA HUDSON CHRYSLER JEEP 60273 CJ
2555 TELEGRAPH RD
BLOOMFIELD HILLS, MI 48302
UFTRING CHRYSLER, INC. GARY UFTRING DBA UFTRING CHRYSLER, INC. 60297 C
3905 N UNIVERSITY ST
PEORIA, IL 61614-6938
UNION DODGE INC CHARLES S LEE DBA UNION CHRYSLER JEEP DODGE 44542 DTCJ
9898 TRASK AVE
GARDEN GROVE, CA 92844-2800
UNITED CHRYSLER DODGE INC CHARLES R DUNN 1700 FORREST STREET 67689 CDT
DYERSBURG, TN 38024
UNITY AUTOMOTIVE GROUP, LLC SHAWN BUCHANAN DBA WEST POINT AUTO PLAZA 60286 CDTJ
1128 N LINCOLN ST
WEST POINT, NE 68788-1006
UNIVERSITY AUTO PARK INC JOSEPH D O'BRIEN JR DBA O'BRIEN CHRYSLER OF URBANA 68730 C
1111 O'BRIEN DRIVE
URBANA, IL 61802
URBAN AUTOMOTIVE GROUP, LLC AGOP E GOZUKARA DBA URBAN CHRYSLER JEEP DODGE 45350 DTCJ
81 AUTO CENTER DR
FOOTHILL RANCH, CA 92610-2816
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
VALLEY DODGE INC HOWARD S SELLZ 6110 VAN NUYS BOULEVARD 43535 DT
VAN NUYS, CA 91401-3305
VALLEY DODGE, INC. HOWARD S SELLZ DBA BIG VALLEY CHRYSLER JEEP 60335 CJ
6110 VAN NUYS BLVD
VAN NUYS, CA 91401-3305
VAN BURKLEO MOTORS INC CHRISTINE A VAN 3201 NORTH 10TH STREET 23861 J
BURKLEO MC ALLEN, TX 78501-1997
VAN LIESHOUT AND SIMON DODGE GEORGE SIMON JR 225 DODGE STREET 51825 DT
KAUKAUNA, WI 54130-2531
VER HAGE OF HOLLAND INC LLOYD A VERHAGE 343 EAST 8TH STREET 62356 C
HOLLAND, MI 49423-3787
VERGARA GROUP, LLC JAIME VERGARA DBA NASHVILLE CHRYSLER JEEP DODGE 45386 DTCJ
P. O. BOX 1360
COOKVILLE, TN 38503-1360
VERONA MOTOR SALES INC CINDY L MOLITIERNO DBA VERONA JEEP 23490 J
524 WILDWOOD AVENUE
VERONA, PA 15147-1224
VIC OSMAN LINCOLN-MERCURY INC PERRY OSMAN DBA OSMAN JEEP 23975 J
625 EAST NASA BOULEVARD
MELBOURNE, FL 32901-1986
VICTORY MOTOR COMPANY INC FATE L WAGNER DBA VICTORY MOTOR COMPANY 68685 CDTJ
625 EAST MAIN
PRATTVILLE, AL 36067
VIKING DODGE INC JAMES D SAMARAS 680 W TERRA COTTA AVE 41517 DT
CRYSTAL LAKE, IL 60014-3441
VILLAGE CHRYSLER JEEP, INC. WILLIAM E HAHN SR DBA VILLAGE CHRYSLER JEEP, INC. 23388 JC
31200 WOODWARD AVE
ROYAL OAK, MI 48073-0927
W R THOMAS INC DAVID C MERRILL DBA DIRECT AUTO PLAZA 43687 DTCJ
2351 SOUTH 4TH ST
EL CENTRO, CA 92243
WACO DODGE SALES INC SAMUEL H NAY III 1220 N VLY MILL 41132 DT
WACO, TX 76710
WAIKEM MOTORS INC GEO WAIKEM JR DBA WAIKEM CHRYSLER JEEP 65884 CJ
3716 LINCOLN WAY EAST
MASSILLON, OH 44646-8609
WALDEN FLEET GROUP, INC. DENNIS E HECKER DBA DENNY HECKER'S CHRYSLER DODGE 60345 CDTJ
JEEP OF PINE CITY
715 NORTHRIDGE CT NW
PINE CITY, MN 55063-5316
WALLACE CHRYSLER JEEP LLC WILLIAM L WALLACE DBA WALLACE CHRYSLER JEEP LLC 26763 JC
5555 S US HIGHWAY 1
FORT PIERCE, FL 34982-7371
WALLYS AUTO SERVICE INC LEONARD MANKUS HIGHWAY 53 SOUTH 9424 CDTJ
ORR, MN 55771
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
WAYNE WILLIAMS MOTOR CO INC H W WILLIAMS 620 SOUTH 4TH STREET 59503 DTCJ
CROCKETT, TX 75835-2740
WEAVER AUTOMOTIVE INC THOMAS H WEAVER DBA WEAVER AUTO AND TRUCK CENTER 26593 J
400 IDAHO MARYLAND RD
GRASS VALLEY, CA 95945-5958
WEST END GARAGE INC NELSON L TAYLOR JR 965 ST GEORGES AVE 6948 C
RAHWAY, NJ 07065
W-G INC RODNEY A GRIFFIN DBA GREAT WESTERN AUTOPLEX INC 26506 J
2100 ELK STREET
ROCK SPRINGS, WY 82901
WHEATON DODGE CITY INC JOHN J FITZGERALD 11411 ROCKVILLE PIKE 59786 DT
KENSINGTON, MD 20895
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES
WILLIAMSON MOTORS INC DWIGHT E SAUNDERS 813 NORTHEAST BLVD 9449 CDTJ
CLINTON, NC 28328
WILSON CHEVROLET INC DATHAN V WILSON DBA WILSON JEEP EAGLE 26507 J
4850 WEST 6TH ST.
STILLWATER, OK 74074
WOLF'S MOTOR CAR COMPANY INC MICHAEL J WOLF N5908 WILLOW ROAD 67966 CJ
PLYMOUTH, WI 53073
WRIGHT DODGE, LLC KENNETH E WRIGHT DBA WRIGHT AUTOMOTIVE GROUP 45301 DT
10677 PERRY HWY
WEXFORD, PA 15090-9248
WULLENWEBER MOTORS INC STEVEN E WULLENWEBER DBA WULLENWEBER CHRYSLER JEEP 23326 JC
6315 HARRISON AVENUE
CINCINNATI, OH 45247
ZEISER CHRYSLER DODGE JEEP DAVID G ZEISER 1420 E VETERANS MEMORIAL PKWY 68245 CDTJ
INC TRUESDALE, MO 63383-1316
The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into with
each Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,
without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") or
Dodge Truck ("T").
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APPENDIX B
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------------------------------------------------------- x
:
In re : Chapter 11
:
Old Carco LLC : Case No. 09-50002 (AJG)
(f/k/a Chrysler LLC), et al., :
: (Jointly Administered)
Debtors. :
------------------------------------------------------- x
In an order (the “Order”)1 dated June 9, 2009, the Bankruptcy Court granted the omnibus
motion of Chrysler LLC, now known as Old Carco LLC, (“Chrysler”) and certain of its affiliates,
as debtors and debtors in possession (collectively with Chrysler, the “Debtors”), for an Order,
Pursuant to Sections 105, 365 and 5252 of the Bankruptcy Code and Bankruptcy Rule 6006, (A)
Authorizing the Rejection of All Executory Contracts and Unexpired Leases With Certain
Domestic Dealers and (B) Granting Certain Related Relief (the “Motion”),3 filed on May 14,
2009.
An evidentiary hearing was held before the Court on June 4, 2009, at which 15 witnesses
proferred declaration. At the close of the presentation of evidence on that date, the hearing was
continued to June 9, 2009, at which legal arguments were presented. Several of the Debtors’
employees, including Peter M. Grady (“Grady”), Director of Dealer Operations for Chrysler
1
In the Order, the Court stated that it would issue an opinion (the “Opinion”) regarding the Motion (as defined
infra), addressing, among other things, the Objections (as defined infra) raised by the various parties.
2
The request that relief under § 525 of the Bankruptcy Code be granted in the Order was no longer sought in
connection therewith.
3
Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.
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Motors, LLC, have made declarations to the Court, participated in depositions, and offered live
testimony in various hearings regarding the Motion and its subject matter. The Debtors
designated certain of this evidence into the record.4 Over two hundred objections, statements,
correspondence, and other responses (collectively with all supplements, amendments, and
joinders thereto, the “Objections,” or in the singular, the “Objection”) were filed in response to
the Motion. The Committee of Chrysler Affected Dealers (the “CCAD”) and other parties also
designated certain evidence into the record. Additionally, the Debtors filed a consolidated reply
The facts and circumstances of the Debtors’ bankruptcy case have been extensively set
forth in In re Chrysler LLC, 405 B.R. 84 (Bankr. S.D.N.Y. 2009) and are incorporated, as further
DISCUSSION
The Supreme Court has observed that the “fundamental purpose of reorganization is to
prevent a debtor from going into liquidation, with an attendant loss of jobs and possible misuse
of economic resources. . . . [T]he authority to reject an executory contract is vital to the basic
purpose to a Chapter 11 reorganization, because rejection can release the debtor’s estate from
burdensome obligations that can impede a successful reorganization.” NLRB v. Bildisco and
Bildisco, 465 U.S. 513, 528, 104 S. Ct. 1188, 1197 (1984). In this case, substantially all of the
4
An objection by an Affected Dealer was raised at the June 9, 2009 hearing regarding the admission of evidence
from prior hearings. The testimony and deposition designations (and counter-designations) were filed by the
Debtors and certain Affected Dealers (as defined infra) prior to the June 9, 2009, hearing. Debtor also moved into
evidence declarations that had been moved into evidence at prior hearings as well. The Affected Dealer making the
objection argued in substance that such evidence was not susceptible to judicial notice, citing Global Network
Communications v. City of New York, 458 F.3d 150, 157 (2d Cir. 2006), but the Debtors did not ask the Court to
take judicial notice of the testimony and deposition designations (and counter-designations) and declarations.
Rather, the Debtors moved, without objection, the aforementioned into evidence, and it was admitted by the Court.
Thereafter, Grady was available for cross-examination at the June 4, 2009 hearing, but no request was made to
cross-examine him. Therefore, the evidence at issue is properly before the Court.
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Debtors’ assets were sold pursuant to § 363, which is to be followed by a plan of reorganization
setting forth, inter alia, a distribution scheme for the Debtors’ estates, but that does not change
the relevant analysis herein. See infra citations to In re G Survivor Corp., 171 B.R. 755, 759
a debtor to assume or reject a contract. See In re Penn Traffic Co., 524 F.3d 373, 383 (2d Cir.
2008) (citing In re Orion Pictures Corp., 4 F.3d 1095, 1098 (2d Cir. 1993)). This standard
“presupposes that the estate will . . . reject contracts whose performance would benefit the
counterparty at the expense of the estate.” Penn Traffic, 524 F.3d at 383; see also G Survivor
Corp., 171 B.R. at 758 (noting that “the court for the most part must only determine that the
rejection will likely benefit the estate” (citation omitted)). “Generally, absent a showing of bad
faith, or an abuse of business discretion, the debtor’s business judgment will not be altered.” G
Survivor, 171 B.R. at 757. Moreover, the business judgment standard “as applied to a bankrupt’s
decision to reject an executory contract because of perceived business advantage requires that the
decision be accepted by courts unless it is shown that the bankrupt’s decision was one taken in
bad faith or in gross abuse of the bankruptcy retained business discretion.” Id. at 758 (quoting In
re Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985)). A motion to assume or
reject “should be considered a summary proceeding, intended to efficiently review the trustee’s
or debtor’s decision to adhere to or reject a particular contract in the course of the swift
administration of the bankruptcy estate. It is not the time or place for prolonged discovery or a
5
One bankruptcy court commented on the policy reasons behind § 365 not long after the Bankruptcy Code was
enacted: “[C]ourt approval under [§] 365(a) . . . except in extraordinary situations, should be granted as a matter of
course. To begin, the rule places responsibility for administering the estate with the trustee [or debtor-in-
possession], not the court, and therefore furthers the policy of judicial independence considered vital by the authors
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Nevertheless, some of the Objections implore the Court either to apply a heightened
standard because of the existence of state statutes designed to protect automobile dealers and
franchisees (the “Dealer Statutes,” or in the singular, the “Dealer Statute”)6 or to balance the
equities by considering the harm to those impacted by the rejections, including the communities
in which the dealers (the “Affected Dealers,” or in the singular, the “Affected Dealer”) with
rejected dealer and site control agreements (collectively the “Rejected Agreements,” or in the
singular, the “Rejected Agreement”) operate. Under the business judgment standard, “the effect
Steel Corp., 72 B.R. 845, 848 (Bankr. W.D. Pa. 1987), but under a heightened standard or a
Many of the Affected Dealers cite Bildisco, 465 U.S. at 523-24, where the Supreme Court
held that the rejection of collective-bargaining agreements was subject to a somewhat stricter
standard than business judgment even though there was no such indication in section 365(a). See
id. The Supreme Court agreed with all of the Courts of Appeals that had considered that issue,
concluding that Congress intended a higher standard than business judgment for rejection of
collective-bargaining agreements because of, inter alia, the “special nature of a collective-
bargaining contract, and the consequent ‘law of the shop’ which it creates.” Id. at 524, 526
(citations omitted) (further noting “national labor policies of avoiding labor strife and
encouraging collective bargaining” under the National Labor Relations Act (“NLRA”)). The
(continued…)
of the [Bankruptcy] Code. Second, this rule expedites the administration of estates, another goal of the Bankruptcy
Reform Act. Third, the rule encourages rehabilitation by permitting the replacement of marginal with profitable
business arrangements.” In re Summit Land Co., 13 B.R. 310, 315 (Bankr. Utah 1981) (footnote omitted).
6
The Motion referred to the Dealer Statutes as such, but the Order referred to them as the “Dealer Laws.” Their
definitions are identical and any reference in this Opinion to the Dealer Statutes corresponds to any reference in the
Order to the Dealer Laws, and vice versa.
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Supreme Court therefore adopted the test articulated by two Courts of Appeals under which the
debtor would be permitted to reject a collective-bargaining agreement if the debtor could show
that the collective-bargaining agreement burdened the estate, and that, after careful scrutiny, the
equities balanced in favor of rejecting the labor contract. See id. at 526. Even in this context, the
Supreme Court delineated the boundaries of such balancing: “the Bankruptcy Court must focus
on the ultimate goal of Chapter 11 when considering these equities. The Bankruptcy Code does
not authorize free-wheeling consideration of every conceivable equity, but rather only how the
The heightened standard articulated in Bildisco has been called the “public interest
standard.” See In re Pilgrim’s Pride Corp., 403 B.R. 413, 421 fn.19 (Bankr. N.D. Tex. 2009).
The Fifth Circuit applied this standard in Mirant, 378 F.3d at 525, concluding that “the business
judgment normally applicable to rejection motions is more deferential than the public interest
standard applicable in FERC [Federal Energy Regulatory Commission] proceedings to alter the
terms of a contract within its jurisdiction. Use of the business judgment standard would be
inappropriate in this case because it would not account for the public interest inherent in the
transmission and sale of electricity.” Id. (noting the purpose of FERC’s power under the Federal
Power Act (“FPA”) as being the “protection of the public interest, as distinguished from the
private interests of the utilities” (quoting Fed. Power Comm’n v. Sierra Pac. Power Co., 350
U.S. 348, 355, 76 S. Ct. 368 (1956)); but see In re Calpine Corp., 337 B.R. 27, 36 (S.D.N.Y.
2006) (holding, contrary to Mirant’s holding, that the court lacked jurisdiction to authorize
rejection of certain power agreements because doing so would directly interfere with FERC’s
7
“Congress overruled Bildisco’s rejection standard for collective-bargaining agreements by passing 11 U.S.C. §
1113 to control the rejection of those agreements.” In re Mirant Corp., 378 F.3d 511, 524-25 (5th Cir. 2004) (citing
Am. Flint Glass Workers Union v. Anchor Resolution Corp., 197 F.3d 76, 82 (3d Cir. 1999)).
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jurisdiction over various aspects of wholesale energy contracts, even though rejection constituted
Critically, both the Bildisco and Mirant courts found that a heightened standard for
contract rejection was warranted because the authority to reject under § 365(a) conflicted with
the policies designed to protect the national public interest underlying other federal regulatory
schemes. In this case, though, while policies designed to protect the public interest may, in part,
underlie the Dealer Statutes, those statutes have been enacted by state legislatures, not Congress,
and by their very terms protect the public interest of their respective states rather than the
national public interest. Further, the fundamental interests sought to be protected by these state
legislatures are the economic interests of local businesses and customer convenience and costs.
Although some Dealer Statutes articulate a public safety concern in such enactments, the public
safety issues raised by the closing of dealerships do not create an imminent threat to health or
safety. See infra discussion of Midlantic Nat’l Bank v. New Jersey Dep’t of Envtl. Prot., 474
Some of the Affected Dealers point to the Automobile Dealers Day in Court Act
national public interest by allowing dealers to bring a federal cause of action for monetary
damages against manufacturers who fail to act in good faith in, inter alia, terminating, canceling,
or not renewing the dealer’s franchise. See 15 U.S.C. § 1222; see also id. § 1221 (defining good
faith as “the duty . . . to act in a fair and equitable manner . . . so as to guarantee the one party
freedom from coercion, intimidation, or threats of coercion or intimidation from the other
party”). Plainly, the protections provided under the ADDCA are at most coextensive with rather
than in conflict with the rejection power under § 365. Under the business judgment standard,
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“[a] debtor’s decision to reject an executory contract must be summarily affirmed unless it is the
product of ‘bad faith, or whim or caprice.’” In re Trans World Airlines, Inc., 261 B.R. 103, 121
(Bankr. D. Del. 2001) (quoting Wheeling-Pittsburgh, 72 B.R. at 849-50). The duty of good faith
under the ADDCA is thus embodied by the requirement that a debtor’s decision to reject a
contract not be in bad faith. Additionally, the monetary damages remedy for violating the
ADDCA merely adds a complementary federal cause of action to the remedy for rejection under
§ 365(g), wherein rejection gives rise to a breach of contract claim against the debtor’s estate, the
amount of which is determined according to state law. See In re Lavigne, 114 F.3d 379, 387 (2d
Cir. 1997). As discussed infra, the rights and remedies under the Dealer Statutes, such as
mandatory waiting or notice periods and buy-back requirements, are more expansive than those
under the ADDCA. Had Congress considered it in the national public interest to provide such
substantive protections to dealers, it could have done so by amendment to the ADDCA or § 365
This observation is consistent with the Pilgrim’s Pride court’s observation that it was
“unwilling to hold that a higher standard for rejection must be met any time another federal law
is implicated by the contract to be rejected. Not every act of Congress that may touch a debtor’s
contract will require the court to consider public policy or other extraneous requirements of
federal law in determining whether that contract may be rejected.” Pilgrim’s Pride, 403 B.R. at
424-25. Indeed, the Affected Dealers point to no language in the ADDCA requiring such
considerations. Similarly, the Pilgrim’s Pride court declined to apply the “public interest
standard” in a case involving potential violations of the federal Packers and Stockyards Act
(“PSA”) in the contract rejection context because the court could not find language in the PSA
requiring such public policy considerations. See Pilgrim’s Pride, 403 B.R. at 424-25.
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The Pilgrim’s Pride court identified an additional scenario beyond inconsistency with a
federal statute or encroachment on the turf of a federal regulator where it may be appropriate to
apply a higher standard than business judgment to contract rejection: local laws designed to
protect public health or safety. See Pilgrim’s Pride, 403 B.R. at 424 & fn.26 (citing Midlantic,
474 U.S. 494). Many Affected Dealers raised this very issue in the context of federal
preemption, arguing that § 365 did not preempt the Dealer Statutes because they were enacted to
protect public safety. While the Court continues discussion of this issue in its discussion of
federal preemption infra, the Court notes that local laws designed to protect public health or
safety, without imminent harm present, do not give rise to application of a heightened standard
for contract rejection.8 Further, because the ADDCA does not give rise to such application of a
“public interest standard,” the Court applies the business judgment standard rather than a “public
A related argument made by some of the Affected Dealers is that the Court should
“balance the equities.” Any discussion of equity balancing must begin with the Supreme Court’s
admonition in Bildisco that “[t]he Bankruptcy Code does not authorize free-wheeling
consideration of every conceivable equity, but rather only how the equities relate to the success
of the reorganization.” Bildisco, 465 U.S. at 527. Instead of focusing on the success of the
reorganization, the Affected Dealers direct the Court’s attention to the harm the rejections inflict
upon them.
8
As further discussed infra, the Dealer Statutes have a limited connection to public safety. The vast majority of
Dealer Statutes concern solely commercial issues affecting the dealers and their customers and communities. A
number of Dealer Statutes mention “highway safety” and even then it is in the context of convenient vehicle
servicing. Thus, the health and safety of the public are not threatened by rejection. See Pilgrim’s Pride, 403 B.R. at
425. Further, taking the public safety argument, as articulated by certain Affected Dealers, to its logical conclusion,
driving outside the range of one’s local Affected Dealer would be a threat to one’s safety. This is simply not the
case. The fact that one may have to drive further for service or transport a car further for service is a matter of
convenience and not one of public safety. Moreover, there is nothing in the Debtors’ dealer rationalization program,
as further discussed infra, that would create a public safety issue.
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The Affected Dealers cite In re Monarch Tool & Mfg. Co., 114 B.R. 134, 137 (Bankr.
S.D. Ohio 1990) for the proposition that “[d]isproportionate damage to the other party to the
contract provides a ground for disapproving rejection.” Id. at 137 (citations omitted). However,
in disapproving the rejection of an exclusive distributorship agreement, the Monarch court found
that this factor was “reinforced by other consequential facts” such that the court could not find
rejection of the contract would improve the debtor’s fortunes or benefit general unsecured
creditors. Thus, even though the distributor would be “ruined” by its contract being rejected, the
Monarch court did not hold that rejection was impermissible based on that factor alone but rather
based on its evaluation of the rejection’s lack of beneficial impact on the debtor’s reorganization.
Critically, it was not within the ambit of Monarch’s holding that a court may disapprove
the rejection of a contract when rejection would “ruin” the counterparty despite the rejection
benefiting the estate.9 Moreover, in a case cited by both the Petur court and the Affected Dealers
for a supposed “disproportionate damage” test, the court there addressed such interest-balancing
only in relation to the benefit derived by unsecured creditors, with such benefit representing the
primary criteria for rejection under the business judgment standard. See In re Chi-Feng Huang,
23 B.R. 798, 801 (B.A.P. 9th Cir. 1982) (citing In re Minges, 602 F.2d 38, 43-44 (2d Cir. 1979)).
In fact, the Bankruptcy Appellate Panel specifically found that the trial court erred by relying on
“fairness” rather than the business judgment standard in disapproving the trustee’s rejection
decision. See Chi-Feng, 23 B.R. at 800. In fact, these cases involve circumstances under which
9
The Affected Dealers also cite another case in which rejection was disallowed where the counterparty to an
exclusive agreement would be “ruined” by rejection of the contract. See In re Petur U.S.A. Instrument Co., Inc., 35
B.R. 561 (Bankr. W.D. Wash. 1983). While the Affected Dealers cite other cases for the proposition that rejection
may be disallowed when rejection “disproportionately damages” the counterparty as opposed to benefiting the estate
or general unsecured creditors, Petur represents the outer limit of this strand of jurisprudence. The Petur court
relied on “equity” to disallow rejection even though the court concluded that the debtor properly exercised its
business judgment and that rejection could create additional profits and aid in reorganization. See Petur, 35 B.R. at
563. The Petur court nonetheless buttressed its conclusion by considering other facts relevant to the debtor’s
reorganization and whether such profits were likely to materialize. The Court respectfully disagrees with the Petur
analysis. Also, additional facts present in Monarch and Petur further distinguish those cases from this case.
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the business judgment standard either failed to be met or failed to be properly applied by the
bankruptcy court.
However, the Affected Dealers argue that the Court should not allow the Debtors to reject
the contracts because the Debtors cannot show that rejection will benefit the estate, particularly
its unsecured creditors. The Affected Dealers cite In re Dunes Hotel Assocs., 194 B.R. 967, 988
(Bankr. D. S.C. 1995) for the proposition that “there must be a showing that the rejection will
benefit the estate or creditor, but certainly more than merely benefiting the debtor itself or its
equity holders.” Id. (citations omitted). As discussed infra, the Debtors make a persuasive
showing that rejection will benefit their estates.10 Although couched in “benefit to the estate”
language, the thrust of the Affected Dealers’ argument implies that the Debtors fail to show that
the Rejected Agreements are “burdensome” to the estate (i.e., that continued performance of the
Rejected Agreements results in an actual loss to the estate, see In re Stable Mews Assocs., Inc.,
41 B.R. 594, 596 (Bankr. S.D.N.Y. 1984)), because the Affected Dealers argue that they cost the
Debtors nothing.11 “Burdensome property” is not the relevant test under the business judgment
standard, which provides “considerably more flexibility” and “requires only that the trustee
demonstrate that rejection of the executory contract will benefit the estate.” Stable Mews, 41
B.R. at 596 (citations omitted) (noting that the “great weight of modern authority applies the
The Court is sympathetic to the impact of the rejections on the dealers and their
customers and communities, but such sympathy does not permit the Court to deviate from well-
established law and “balance the equities” instead of applying the business judgment standard.
10
The Affected Dealers also argue that the Debtors impermissibly considered the benefit to New Chrysler in their
rejection decisions, but a “debtor may reject a contract to make itself more attractive to a buyer.” G Survivor, 171
B.R. at 759 (citing In re Maxwell Newspapers, Inc., 981 F.2d 85 (2d Cir. 1992)).
11
See infra fn.13.
10
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The Pilgrim’s Pride court explained this dilemma inherent in the chapter 11 process by returning
Other courts have held that absent Congressional authority, such as through a separate section of
the Bankruptcy Code (e.g., § 1113) or a specific carve-out within § 365 itself, the court is not
free to deviate from the business judgment standard and weigh the effect of rejection on debtor’s
(citations omitted).
Accordingly, the scope of the Court’s inquiry is limited. Under the business judgment
standard, the Court must determine whether rejection will benefit the Debtors’ estates. As part
of this determination, the Court must determine whether the Debtors made their decisions
rationally. See Pilgrim’s Pride, 403 B.R. at 427. Irrational bases of decision-making include
racial and gender discrimination and retaliatory animus. See id. at 428. Such bases are
antithetical to sound business judgment and demonstrate “bad faith, or whim or caprice.”
Wheeling-Pittsburgh, 72 B.R. at 849-50. However, “whether the debtor is making the best or
even a good business decision is not a material issue of fact under the business judgment test.”
Id. at 849.
11
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The Debtors exercised sound business judgment in rejecting the Affected Dealers’
contracts. Rejection of the contracts pursuant to § 365(a) continued and accelerated the Debtors’
efforts to rationalize their dealership network. Beginning in 2001, the Debtors initiated a
program with three goals: evaluate their dealership network and key locations; identify the most
desirable dealerships and dealership locations from the perspective of long-term planning; and
streamline their domestic dealership network to meet long-term goals, including, among other
things, the consolidation of the Debtors’ brands at “partial line” dealers to make them “full line
dealers.”12 The Debtors re-named this program over the years, and most recently it has been
Project Genesis and its predecessors were launched in response to significant changes in
the American automobile industry, particularly the entry of transplant Original Equipment
Manufacturers (“OEMs”) such as Toyota, Honda, and Hyundai into the American market. The
Debtors’ dealers have had to compete with these OEMs, the American OEMs, General Motors
and Ford, and each other. The transplant OEMs established much smaller dealership networks
with new and better locations and facilities in growing markets, and recently they have sold
considerably more vehicles annually than the Debtors. As a result, the Debtors’ dealers’
“throughput” (i.e., annual sales of vehicles) was but a fraction of some of the transplant OEMs’
throughput. Meanwhile, the Debtors have had to contend with legacy network dealers, many of
which were no longer in the best or growing locations, served a diminishing population of
12
A “partial line” dealer only sells one or two of the Debtors’ brands, such as Chrysler or Jeep. A “full line” dealer
sells all three of the Debtors’ brands, Chrysler, Jeep, and Dodge.
12
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The Debtors determined that to compete in the automobile marketplace, they would need
dealerships that they determined would not improve their competitive position going forward.
The Debtors identified numerous advantages of having a smaller dealership network, including
better and more sustainable sales and profitability for each dealer, which in turn would provide
greater resources for marketing, reinvesting in the business, improving facilities, enhancing the
customer experience and customer service, and keeping and attracting more experienced and
highly qualified personnel to work at the dealerships. Even though the overall size of the
network would decrease, the Debtors estimated that the greater sales and profitably at the
remaining dealerships would eventually result in greater sales for the network overall. A smaller
dealership network is expected to concentrate profits such that more capital improvements will
be made to a dealership facility, thereby attracting more customers and providing customers with
a better experience. A smaller dealership network would also enable the Debtors to reduce
expenses and inefficiencies in the distribution system, including reducing costs spent on training,
new vehicle allocation personnel, processes, and procedures, dealership network oversight,
auditing, and monitoring, and additional operational support functions. Consolidation of “partial
line” dealerships would eliminate redundancies and inefficiencies in the dealership network.13
As previously mentioned, these initial business judgments predated the Debtors’ bankruptcy
cases by many years, and between 2001 and the filing of the bankruptcy cases, the Debtors
As part of the Debtors’ Viability Plan (as defined in Chrysler, 405 B.R. 84), the Debtors
determined that completion of dealership rationalization was one of their main objectives. The
13
These cost-savings stand in contrast to the Affected Dealers’ oft-repeated contention that the dealers cost the
Debtors nothing. Nevertheless, cost-savings is not the relevant test under the business judgment standard, see supra
fn.11 and accompanying text.
13
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Debtors further determined that to consummate the Fiat Transaction (as defined in Chrysler, 405
B.R. 84), they needed to transfer a strong, well-positioned dealership network to the purchaser.
In Chrysler, 405 B.R. 84, __, the Court concluded that the Fiat Transaction was the only viable
option for the Debtors, with the only other alternative being immediate liquidation. See id. at __.
The Court further concluded that the procedures utilized by the Debtors to determine which
contracts would be assumed and assigned to the purchaser was a reasonable exercise of the
The procedures utilized by the Debtors were substantially similar to those used prior to
the bankruptcy cases in Project Genesis.14 The Debtors evaluated each dealership, reviewing and
analyzing numerous performance and planning factors for each dealership.15 The Debtors also
drew on external metrics, including new vehicle registration information, demographic data,
average distance to the nearest dealer for each locality, and competing manufacturers’ market
share within the locality.16 The Debtors used these factors to create comprehensive statistical
assessments of each dealer and make judgments regarding the optimal configuration for each
market in the domestic dealer network and the best means of implementing the goals of Project
Genesis, as described supra. Once the Debtors decided to pursue the Fiat Transaction, the
Debtors also worked with Fiat and New Chrysler to model an anticipated dealership network for
14
According to the Debtors, although Project Genesis primarily focused on dealers in metropolitan markets and key
secondary markets (where, among other things, there had been less brand consolidation), the Debtors also evaluated
the remaining secondary and rural market dealers. According to the Debtors, prior to the bankruptcy they worked
with dealers in a cooperative manner to reduce and consolidate the domestic dealer network, within the limitations
imposed by the Dealer Statutes and any existing agreements. Further, Project Genesis and its predecessor programs
have resulted in an expenditure by the Debtors of over $216 million.
15
The factors included, among other things, (a) the dealer’s (i) brand affiliations; (ii) raw sales volume; (iii) sales
performance relative to its Minimum Sales Responsibility (“MSR”); (iv) location; (v) type of market; (vi) facilities;
(vii) customer service; (viii) history of experience; and (ix) market share; (b) the planning potential for the
dealership; and (c) other factors.
16
New vehicle registration information included such information for the Debtors’ and other OEMs’ comparable
products, indicating the location of new vehicle registrations within the market and the location of registrations of
new motor vehicles sold by each dealer. Demographic data included (i) current population and household density;
(ii) anticipated shift of population and household density; and (iii) average household income.
14
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the Alliance Viability Plan (as defined in Chrysler, 405 B.R. 84), including by refining their
In their business judgment, the Debtors determined that rejection of the Rejected
Agreements was in the best interest of their restructuring efforts and estates. Based on a
subjective and objective evaluation, the Debtors determined that the dealerships to be rejected
lacked the operational, market, facility, and linemake characteristics necessary to best contribute
to the ongoing dealer network under either current or future ownership. New Chrysler agreed
with the Debtors’ approach. The Debtors determined, and New Chrysler agreed,18 that rejection
of the Rejected Agreements was necessary and appropriate for implementing the Alliance
Viability Plan by enabling the Debtors to consummate the Fiat Transaction and transfer to New
Chrysler a smaller, more effective, and more profitable dealer network without disruption while
limiting the Debtors’ potential postpetition obligations to the Affected Dealers. The Debtors also
determined that any delay in making rejection decisions could allow the best dealers or their
personnel to be poached by other OEMs, thus reducing the value of the Debtors’ assets,
Further, funding for the Affected Dealers under the Debtors’ debtor-in-possession budget
expired on June 9, 2009. Up to and including that date, the Debtors continued to pay all
prepetition and postpetition incentives and warranty obligations to the Affected Dealers.
Following that date, the debtor-in-possession budget decreased by 25% for such obligations,
17
The Fiat executive, Alfredo Altavilla (“Altavilla”), who testified at the Sale Hearing (as defined in Chrysler, 405
B.R. 84) testified that Fiat did not participate in the selection of individual dealers for rejection but that it was made
aware of and agreed with the Debtors’ selection methodology and criteria. Altavilla further testified that New
Chrysler would have used the same methodology because the Debtors used the same methodology as Fiat used in
Europe for restructuring their dealership network.
18
Altavilla testified that it did not make a material difference whether the restructuring of the dealership network
occurred before or after the closing of the Fiat Transaction. However, as discussed infra fn.19, 20 and
accompanying text, the debtor-in-possession budget anticipated a 25% reduction in the number of dealerships as of
June 9, 2009. The Debtors accordingly exercised their business judgment within the constraints imposed by the
debtor-in-possession judgment.
15
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reflecting the anticipated rejection of agreements constituting 25% of the Debtors’ dealership
network.19 Therefore, if the dealership network were not reduced, the Debtors would be out of
compliance with their budget. As a result, if the lenders did not authorize additional funds under
the budget, funds set aside for the wind-down of the Debtors’ estates would have to be used to
As previously stated, the Court has already concluded that the procedures utilized by the
Debtors to determine which contracts would be assumed and assigned to New Chrysler was a
reasonable exercise of the Debtors’ business judgment. See Chrysler, 405 B.R. at __. The
decision-making process used by the Debtors was rational and an exercise of sound business
judgment. While the Court does not disturb that conclusion herein, the Court expands upon it by
further concluding that rejection benefits the Debtors’ estates. The Court also finds that no
evidence has been presented to the Court showing that the Debtors made their individual
rejection decisions irrationally, such that the rejections demonstrate bad faith or whim or caprice.
Despite intimations of racial and gender discrimination and retaliatory animus, the Court finds
that the Affected Dealers making such intimations have not supported them with evidence such
as to warrant the Court overturning the Debtors’ business judgment. The Court further notes that
the scope of its inquiry regarding the business judgment standard for purposes of rejection does
not include an evaluation of whether the Debtors made the best or even a good business decision
but merely that the decision was made in an exercise of the Debtors’ business judgment.
19
The Court notes that it is immaterial that the debtor-in-possession lender also provided financing for the Fiat
Transaction. The Court approved the debtor-in-possession budget, and the Debtors were obligated to stay within its
constraints. The Court further notes that the Debtors developed a program to assist in the repurchase and
reallocation of the Affected Dealers’ inventory in a manner designed to maximize the value achieved by the
Affected Dealers. This program has been partially subsidized by the Debtors, and on June 9, 2009, the Debtors’
counsel represented that as of that date 97% of Affected Dealers were participating in the program.
16
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With respect to benefiting their estates, the Debtors exercised sound business judgment in
rejecting the Rejected Agreements. Following the closing of the Fiat Transaction, the Debtors
would no longer be in the car manufacturing business. On the day prior to the legal arguments,
June 8, 2009, the closing of the Fiat Transaction was stayed by the Supreme Court. On the
following evening, June 9, 2009, the stay was lifted, and the Fiat Transaction closed the next
day, June 10, 2009. Moreover, the Fiat Transaction involved the transfer of certain of the
Debtors’ property, including their trademarks, to New Chrysler, such that the Debtors’ would not
even have the right to “authorize” the Affected Dealers to continue doing, e.g., warranty work
under the Debtors’ name after the Fiat Transaction closed. Rejection thus benefits the estate by
removing the burden of postpetition performance under these contracts and instead giving the
Affected Dealers claims against the Debtors’ estates. Certain Affected Dealers argue that they
may have claims against the estates that would be characterized as administrative claims and
limited to unsecured claims under § 502(g). This issue is not before the Court and will be
addressed if raised in the context of any such administrative claim request. However, the
argument that the Debtors’ actions related to the rejection process would result in an
administrative claim does not alter the conclusion that rejection of the Rejected Agreements
New Chrysler by enabling it to avoid the costs attendant to such reduction if it took place outside
bankruptcy. Yet this does not undermine the Debtors’ need to reduce dealerships to be in line
with its budget and fulfill its commitments to its lenders.20 Moreover, as previously discussed,
the alternative to the Fiat Transaction was immediate liquidation. It is immaterial whether Fiat
20
The Debtors’ prepetition loan from the Governmental Entities (as defined in Chrysler, 405 B.R. 85) was
conditioned, in part, on dealer network rationalization, and the budget for the Debtors’ postpetition debtor-in-
possession loan was based, in part, upon such rationalization. See supra fn.19 and accompanying text.
17
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required the Debtors to reject the number of agreements it rejected.21 Dealership rationalization
was a component of the Alliance Viability Plan, and the Debtors were obligated to accelerate this
Many of the Affected Dealers have argued that the Debtors’ specific application of their
rejection decisions was not appropriate or in bad faith. Affected Dealers arguing that the
Debtors’ application of rejection decision was not appropriate primarily asserted that the Debtors
erred in rejecting their agreements while assuming and assigning agreements with other dealers
in the same market. The Affected Dealers asserted that those other dealers lagged behind them
according to one or more of the Debtors’ metrics. However, the Debtors have stated that they
objective quantitative and qualitative metrics. Therefore, whether one dealer lagged behind an
Affected Dealer according to one or more of these metrics is immaterial because the Debtors in
their business judgment had the discretion to determine that another factor or consideration was
more important under the circumstances in its evaluation of that market or the network as a
whole.22 The Debtors have also stated that rationalization was a cumulative network-centric
process, rather than a process focused on “targeting” individual dealers. Accordingly, a decision
on an individual dealer may well have come down to a strategic decision with respect to the
21
Altavilla testified that although Fiat did not indicate the size of the restructuring of the dealership network, the
number of dealers involved in the restructuring came out of the application of the Debtors’ selection methodology.
Altavilla also responded affirmatively to a question regarding whether a dealership network needed to be
restructured for the Fiat Transaction to close, stating that a “restructuring needs to occur.”
22
Some of the Affected Dealers made much of a certain customer survey regarding the sale of new vehicles. Under
that survey the Debtors’ dealerships outranked Toyota and other transplant OEMs. It was argued, then, that trying to
emulate the dealership networks of Toyota and other transplant OEMs would be a mistake and lead to less sales.
The survey presented dealt with the customer/dealer relationship at the time of sale and did not include the
customer/dealer relationship regarding, e.g., warranty service. However, regardless of where the Debtors’ dealers
ranked in the sales survey, or any other survey, it is an inescapable fact that the dealership networks of Toyota and
other transplant OEMs have been very successful and have over the years taken a considerable amount of the market
share away from the American OEMs, including the Debtors. Therefore, the sales survey does not provide any basis
to find that the Debtors’ efforts to emulate the transplant OEMs’ dealership networks was not a proper exercise of
their business judgment.
18
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whole network, and the business judgment standard would be rendered irrelevant if the Court
In his extensive testimony, declarations, and depositions, Grady has given the Court no
reason to second guess the decisions made by the Debtors. Moreover, testimony by some of the
Affected Dealers at the Sale Hearing shows that the Debtors’ decision to rationalize their
dealership network was a sound exercise of business judgment. These Affected Dealers agreed
that, inter alia, there were too many dealers in their markets, there were economies of scale and
efficiencies in having all three brands under one roof, and there would likely be increased sales if
there were fewer dealers. These Affected Dealers instead asserted that the Debtors erred in
rejecting their agreements because, e.g., they were highly ranked or had won awards (in addition
to surpassing competitors in their markets according to one or more of the Debtors’ metrics).
This testimony in no way rebuts the Debtors’ exercise of their business judgment. These
Affected Dealers presented no evidence to show that the Debtors’ rejection decisions as applied
to them were irrational. They merely disagree with the specific decision, having agreed that
rationalization of the dealer network as a whole was necessary. Without any such evidence, the
The bad faith assertions largely fall in two categories. The first category concerns
Debtors’ prepetition requests to purchase additional inventory or upgrade facilities. Some of the
dealers who denied the Debtors’ requests contend that the Debtors’ rejection decisions were
based on retaliatory animus. The second category concerns rejection decisions purportedly made
based on racial and gender discrimination. The Court does not find it necessary to elaborate at
19
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length on these assertions here because those making the assertions present no evidence
connecting the Debtors’ purported prepetition conduct with their rejection decisions.
Some of the Affected Dealers allege that the Debtors’ personnel threatened retribution if
they did not take additional inventory, sometimes even beyond their capacity. Such purported
statements are hearsay and unsupported by evidence, and the Court may not circumstantially
infer that the Debtors followed through on such statements by rejecting contracts. Only evidence
directly implicating the purported statements as being the cause of the rejection decision would
permit the Court to find bad faith and overturn the Debtors’ business judgment. Further, there is
no evidence that dealers who did not take additional inventory were uniformly rejected.
Evidence of such a pattern of conduct would have been relevant evidence to support the
retribution argument. Similarly, during the Sale Hearing, Grady was asked why two dealers who
had been labeled “litigious” in emails, including regarding one of whom an email said it was
“not a performance issue,” were rejected. In both cases, Grady explained that there were strong
dealers nearby. The Court finds Grady’s testimony credible and finds that the evidence
presented by the Affected Dealers does not prove that the rejection decisions were made in bad
The assertions related to racial and gender discrimination are conclusory. Although some
of the Affected Dealers alleging racial discrimination present statistics showing the impact of
rejections on minority-owned dealerships, they present no evidence that the rejection decisions
took such ownership into account. In fact, the statistical breakdown itself shows that some
minority groups were impacted less than other minority groups and less than dealers overall.
23
These emails were introduced at the Sale Hearing. The admission of each email was objected to based upon
hearsay grounds. Following the Sale Hearing, discovery, including depositions, took place. Thereafter, no attempt
was made to address the evidentiary objection regarding these emails so as to have them considered for purposes of
the Motion.
20
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Among the factors the Debtors considered were whether markets had growing populations or
populations likely to grow. Such is a legitimate basis for exercising business judgment and does
not represent a pretext for eliminating minority-owned dealerships. Simply, these Affected
Dealers cannot show any pattern outside of the criteria set forth by the Debtors that would allow
the Court to conclude otherwise. As for the allegation that Chrysler rejected a female dealer
because she was not part of the “good ole boys network,” that Affected Dealer presented no
evidence for the allegation except to state that it was the only possible explanation for the
rejection of her agreement. The Court may not overturn the Debtors’ business judgment based
Federal Preemption
Many of the Objections are premised on the argument that Bankruptcy Code does not
preempt the Dealer Statutes. As previously mentioned, the Dealer Statutes are nonbankruptcy
statutes enacted by state legislatures to protect local automobile dealers from certain commercial
conduct, including fraud, coercion, and intimidation, by automobile manufacturers. The Dealer
Statutes also set forth the rights and remedies of dealers under such statutes. Relevant to this
case are the rights and remedies related to termination of dealership agreements.24 Rights
include statutory waiting and notice periods for wind-downs and buy-back requirements for
terminations with or without cause. Remedies include specific types of damages and
24
Although the Debtors seek to reject the Rejected Agreements, some of the Affected Dealers argue that the Debtors
are constructively terminating those agreements, thus giving rise to the preemption issue. The Debtors argue that
because they are only seeking to reject the Rejected Agreements and not terminate them, the rejections are not
subject to the Dealer Statutes. See 2 NORTON BANKR. L. & PRACT. 3d § 46:23 (footnote omitted) (“Rejection of a
contract or unexpired lease, while constituting a breach of contract, does not terminate the contract or lease” except
in the narrow situations set out in subsections (h) and (i) of § 365, which are not relevant here). However, the
Debtors argue that to the extent any of the Dealer Statutes could be construed to prevent rejection, such laws are
preempted. The Debtors further argue that while the Dealer Statutes may limit the Debtors’ ability to “terminate”
the dealer agreements outside of bankruptcy, the Bankruptcy Code preempts the operation of the Dealer Statutes to
prevent rejection within bankruptcy by virtue of field preemption and conflict preemption. Therefore, the issue of
whether the Bankruptcy Code preempts the Dealer Statutes is squarely before the Court.
21
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commencement of legal or administrative proceedings. Consistent with the Order, the Court
concludes that the Dealer Statutes are preempted by § 365 with respect to rejection of the
Rejected Agreements. Of course, as with contract rejections in general, damages are still
The Supremacy Clause, U.S. Const., art. VI, cl. 2, invalidates state laws that “interfere
with, or are contrary to,” federal law. Hillsborough County v. Automated Med. Labs., Inc., 471
U.S. 707, 712, 105 S. Ct. 2371, 2375 (1985) (quoting Gibbons v. Ogden, 22 U.S. (9 Wheat.) 1,
211 (1824)). Federal law preempts state law when there is an express statement of Congress to
that effect, a comprehensive scheme of federal law is enacted that shows Congress’s intent to
occupy the whole field in that area, or the federal law directly conflicts with the state law. See
Hillsborough, 471 U.S. at 713 (citations omitted). Because there is no express statement of
Congress that the Dealer Statutes are to be preempted by the Bankruptcy Code, the Court’s
preemption analysis focuses on the latter two types of preemption, field preemption and conflict
preemption.
The Supreme Court has held that “Congress’ intent to pre-empt all state law in a
particular area may be inferred where the scheme of federal regulation is sufficiently
comprehensive to make reasonable the inference that Congress ‘left no room’ for supplementary
state regulation,” Hillsborough, 471 U.S. at 713 (quoting Rice v. Santa Fe Elevator Corp., 331
U.S. 218, 230, 67 S. Ct. 1146, 1152 (1947)), and “[p]re-emption of a whole field also will be
inferred where the field is one in which ‘the federal interest is so dominant that the federal
system will be assumed to preclude enforcement of state laws on the same subject,”
Hillsborough, 471 U.S. at 413 (quoting Rice, 331 U.S. at 230, and citing Hines v. Davidowitz,
22
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The Debtors argue that field preemption applies for three reasons: first, the
comprehensive nature of the Bankruptcy Code; second, the placing of bankruptcy jurisdiction
within federal courts; and third, the necessity of promoting a uniform bankruptcy process.
Essentially, the Debtors argue that the Bankruptcy Code leaves no room for supplementary state
regulation (i.e., the Dealer Statutes) or precludes enforcement of the Dealer Statutes as to the
Rejected Agreements.
The Affected Dealers argue in substance that the “field” the Debtors contend is occupied
by the Bankruptcy Code permits certain exceptions, such that the Bankruptcy Code does not
occupy the whole “field” with respect to the Dealer Statutes. The Affected Dealers analogize the
Dealer Statutes to statutory obligations under consumer protection laws, which they argue are
independent of any contract and thus not preempted by § 365. The Affected Dealers argue that
the exemption of state or local enforcement of purportedly analogous consumer protection laws
from the § 362 automatic stay demonstrates that Congress intended that the Bankruptcy Code not
affect such laws. Had this been the case for the rejection of executory contracts, though,
Congress could have similarly carved out such an exception in § 365 itself. The Affected
Dealers give the Court no reason to create such an exception on its own and the Court declines to
second guess Congress by doing so. Further, the Court notes that § 362(b)(4) exception
addresses the right of a state or locality to take action. The issue that arises in the rejection
context is the right of the debtor to no longer perform under a contract. It is that right, “to no
longer perform,” and the consequences therefrom, that would be in direct conflict with a state
statute that would require continued performance by a debtor that is being preempted.
Moreover, the House Report, H.R. Rep. No. 595, 95th Cong., 1st Sess. (1977); H.R.
8200, cited by the CCAD mentions consumer protection laws within the broader category of
23
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enforcement of state and local governments’ police or regulatory powers. “Even though such
laws and ordinances may otherwise be valid as an exercise of the state’s police power and carry a
heavy presumption against preemption, they must yield if they conflict with the bankruptcy
laws.” Stable Mews, 41 B.R. at 598 (citing, inter alia, A Framework for Preemption Analysis, 88
Yale L.J. 363, 380-81 (1978); Perez v. Campbell, 402 U.S. 637, 649, 91 S. Ct. 1704, 1711
(1971)). Nevertheless, several of the Affected Dealers cite cases from this bankruptcy court, as
well as 28 U.S.C. § 959(b), for their argument that the Bankruptcy Code does not preempt all
state and local laws related to police or regulatory powers. The cases are distinguishable on the
facts and the law, and 28 U.S.C. § 959(b) does not aid in the preemption analysis.
The Affected Dealers cite In re Kennise Diversified Corp., 34 B.R. 237, 245 (Bankr.
S.D.N.Y. 1983), for the proposition that the “provisions of the Bankruptcy Code do not and are
not intended to provide an automatic mechanism for relieving property owners of the unpleasant
effects of valid local laws embodying police and regulatory provisions.” Id. (citation omitted).
However, Kennise addresses the automatic stay and turnover of property rather than the rejection
of contracts. As previously discussed, the automatic stay has a specific exception for
enforcement of state and local governments’ police and regulatory powers. See § 362(b)(4).
Kennise explains that this exception is to be narrowly interpreted, see Kennise, 34 B.R. at 242,
and cites another case for the further explanation that the stay exception is limited to police
powers “urgently needed to protect public health and welfare.” Id. (citing In re IDH Realty, Inc.,
In another case decided by the same judge a few years after Kennise, the court found that
a debtor-lessor could not reject the leases of rent-controlled tenant-lessees in order to re-let the
25
Two additional cases cited by some of the Affected Dealers, In re Synergy Dev. Corp., 140 B.R. 958 (Bankr.
S.D.N.Y. 1992) and In re Beker Indus. Corp., 57 B.R. 611 (Bankr. S.D.N.Y. 1986), both addressed action by states
in the automatic stay context and are thus not relevant to the issues before the Court.
24
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apartments at higher rents. See In re Friarton Estates Corp., 65 B.R. 586 (Bankr. S.D.N.Y.
1986). The court reasoned that, inter alia, the tenant-lessees were protected by § 365(h), which
allowed them to remain in possession of the property for the balance of the lease term and any
renewal or extension of the term that was enforceable by the lessee under “applicable
nonbankruptcy law.” See Friarton, 65 B.R. at 593 (quoting § 365(h)). In that case, New York
City’s rent-control laws were the applicable nonbankruptcy law at issue, and, in contrast to this
case, the debtor’s rejection power was specifically subordinated to local law by the language of §
365(h) and its reference to “applicable nonbankruptcy law.” See Resolution Trust Corp. v.
Diamond, 18 F.3d 111, 122 (2d Cir. 1994) (noting that the express deference to “applicable
nonbankruptcy law” in the Bankruptcy Code saves from rejection lease renewal rights
enforceable under rent-control), vacated and remanded on other grounds sub nom. Solomon v.
Resolution Trust Corp., 513 U.S. 801, 115 S. Ct. 43 (1994), on remand, 45 F.3d 665 (2d Cir.
§ 959(b), would be at odds with the express statutory policy of § 365(h) and create a disparity
26
Although the Friarton court rejected the holding in Stable Mews to the extent Friarton differed from it, see
Friarton, 65 B.R. at 593 fn.3, the reasoning, if not the result, in the two decisions may be harmonized. The Friarton
court stated that 28 U.S.C. § 959(b) obligated the debtor-in-possession to work under the same requirements of law
with respect to the operation of its real property that it would be if it were not a debtor-in-possession. Friarton, 65
B.R. at 590. Because the very language of § 365(h) entitled the tenant-lessees to remain in possession under the
rent-control laws (i.e., the “applicable nonbankruptcy law”), the Friarton court held that the tenant-lessees could
enforce the rights attendant to such possession by commencing a nonbankruptcy proceeding against the debtor-in-
possession pursuant to 28 U.S.C. § 959. See Friarton, 65 B.R. at 593.
In Stable Mews, the court held that the trustee, who took over operating a commercial rental building for the
debtor-in-possession, was not required to provide essential services to the tenant-lessees whose leases he had
rejected. See Stable Mews, 41 B.R. at 599. The tenant-lessees’ right to possession of their apartments derived solely
from § 365(h) and not any specific nonbankruptcy law protecting the tenant-lessees, but this right could not infringe
upon the trustee’s right to reject the leases regardless of the condition of the premises at the time of rejection. See
id. at 597.
25
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not intended by Congress in its enactment of 28 U.S.C. § 959(b). See id. at 599 (citing Palmer v.
Webster & Atlas Nat’l Bank of Boston, 312 U.S. 156, 163, 61 S. Ct. 542, 547 (1941)). Thus, the
trustee would not be able to reap the benefits of his right to reject the leases while the tenant-
bankruptcy trustees from using the authority of the federal courts to immunize themselves from
state regulation of their business operations. . . . An ongoing business should not receive unfair
competitive advantages merely because it seeks to reorganize itself under Chapter 11 of the
Bankruptcy Code.” Stable Mews, 41 B.R. at 598-99 (citing Butner v. United States, 440 U.S. 48,
99 S. Ct. 914 (1979); Palmer, 312 U.S. at 163). Accordingly, the debtor-in-possession’s
bankruptcy in Friarton would have given him a competitive advantage over fellow owners of
rent-controlled buildings but for the tenant-lessees’ ability to enforce “applicable nonbankruptcy
law” (i.e., the rent-control laws and rights thereunder).27 However, the tenant-lessees in Friarton
could only use 28 U.S.C. § 959(b) to enforce such laws because the right to possession
enforceable by “applicable nonbankruptcy law” (i.e., the rent-control laws and rights thereunder)
prevented the debtor-in-possession from rejecting the leases (and evicting the tenant-lessees) in
27
While some of the Affected Dealers cite In re White Crane Trading Co., Inc., 170 B.R. 694 (Bankr. E.D. Cal.
1994) for the proposition that “[s]ince section 959(b) admits no exceptions, the court cannot carve out an exemption
from state law,” id. at 705, they fail to place it in the proper context. The court in that case held that 28 U.S.C. §
959(b) “prohibits the use of bankruptcy as a ruse to circumvent applicable state consumer protection laws by those
who continue to operate in the marketplace.” Id. at 698. There has been no allegation that the Debtors’ bankruptcy
is a ruse to circumvent the Dealer Statutes by a car manufacturer continuing to operate in the marketplace.
28
The right to possession of Stable Mews’ non-rent-controlled tenant-lessees was not enforceable by the rent-control
laws or any other “applicable nonbankruptcy law.” Therefore, the trustee was able to reject the leases under §
365(a) while the tenant-lessees were limited to their rights (i.e., staying in possession of the rental units) and
remedies (i.e., setting-off damages from the trustee’s breach against rent reserved in the lease) under § 365(h). See
Stable Mews, 41 B.R. at 597. The tenant-lessees could not use 28 U.S.C. § 959(b) to enforce a right they did not
have under applicable nonbankruptcy law by compelling the trustee to perform an obligation from which he was
relieved when he rejected the leases. See Stable Mews, 41 B.R. at 600-01; but see Saravia v. 1736 18th St., N.W.,
26
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In this light, Friarton stands not so much for preemption as it does for reading § 365 and
28 U.S.C. § 959(b) holistically. The rent-control laws did not preempt the right to reject but
rather could be read in concert with an express provision of § 365 (i.e., subsection (h)) without
enforcement. Because no such laws were enforceable by the tenant-lessees in Stable Mews, the
use of 28 U.S.C. § 959(b) to compel the trustee’s performance would have impermissibly
forestalled his right to reject under § 365(a) by subjecting the trustee to obligations from which
he was relieved.29 The contrast is even starker in this case, where the Affected Dealers are
unable to cite any subsection of § 365 by which applicable nonbankruptcy law (i.e., the Dealer
Statutes) would limit the Debtors’ rejection power. Section 365(h) demonstrates a clear direction
from Congress that applicable nonbankruptcy law be considered with respect to possession, inter
alia, under a lease. This factor alone distinguishes the residential and commercial lease cases
from the preemption issues before the Court as to the Rejected Agreements.
The Affected Dealers also approach 28 U.S.C. § 959(b) by citing Midlantic, 474 U.S. at
505 for the Supreme Court’s holding that “Congress did not intend for the Bankruptcy Code to
pre-empt all state laws that otherwise constrain the exercise of a trustee’s powers.” Id. at 505.
The Court begins by noting two critical distinctions between Midlantic and this case. First,
(continued…)
Ltd. P’ship, 844 F.2d 823, 827 (D.C. Cir. 1988) (holding that rejection of leases by a debtor-landlord only released
the debtor from the contractual obligations under the leases, not the local statutory obligations of all landlords).
Saravia relied on Friarton for support, but both Saravia and Friarton addressed residential buildings, while Stable
Mews addressed a commercial building, which is more closely analogous to the facts in this case.
29
The Stable Mews court further concluded that “Congress, in balancing the rights of debtor-in-possession landlords
with those of tenants through § 365(h) of the Code, did not intend for that balance to be disturbed by the general
prohibitions of 28 U.S.C. § 959(b). Particularly is this so in this case where the general policy of permitting trustees
to rid themselves of further executory obligations has been long engrained in bankruptcy law and policy and, most
importantly, where the policy of even competition sought to be advanced by the general prohibition will not be
markedly disturbed.” Stable Mews, 41 B.R. at 600. The Stable Mews court had previously noted that the
Bankruptcy Code’s setoff remedy under § 365(h) paralleled the state law remedy for a landlord’s discontinuation of
services but that the remedy of specific performance was preempted.
27
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Midlantic addressed the trustee’s power to abandon property contaminated with toxic waste
under § 554. Immediately prior to the statement just quoted, the Supreme Court observed that 28
U.S.C. § 959(b) did not directly apply to abandonment under § 554 and “therefore does not de-
limit the precise conditions on an abandonment.” Id. at 505. Likewise, 28 U.S.C. § 959(b) does
not de-limit the precise conditions on contract rejection. Second, while the State and City of
New York objected to the abandonment because it would threaten the public’s health and safety,
there were also Congressional enactments expressing concern over the impact of toxic waste on
public health. Id. at 505-06. As previously discussed, there is no such Congressional concern
However, Midlantic primarily addresses the abandonment power with respect to state and
local laws, and on this point, the difference between state and local laws regarding toxic waste
and the Dealer Statutes is pronounced. The danger to health and safety resulting from the
trustee’s abandonment in Midlantic was “imminent.” Midlantic, 474 U.S. at 499 fn.3; compare,
e.g., supra fn.8. Accordingly, although the Supreme Court did not “reach[ ] the question
interfere with the bankruptcy adjudication itself,” id. at 507, the Supreme Court held that a
“trustee may not abandon property in contravention of a state statute or regulation that is
reasonably designed to protect the public health or safety from identified hazards.” Id. In a
related footnote, the Supreme Court noted that this exception to the abandonment power under §
554 was a “narrow one” and that the abandonment power was “not to be fettered by laws or
regulations not reasonably calculated to protect the public health or safety from imminent and
28
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The instant case is thus distinguishable from Midlantic because even if the Court were to
accept the Affected Dealers’ argument that the Dealer Statutes are designed to protect the public
health or safety (and the vast majority of the Dealer Statutes make no mention of either), the
Affected Dealers have not shown any imminent and identifiable harm from a dealership closing.
See, e.g., In re St. Lawrence Corp., 239 B.R. 720, 724 (Bankr. D. N.J. 1999) (allowing
abandonment notwithstanding a state environment law because, inter alia, there was no proof of
“imminent and identifiable harm”). In fact, the main “hazard” identified by the Affected Dealers
as being addressed by the Dealer Statutes is lack of ready access to a dealership for servicing.
As previously mentioned, taking this public safety argument to its logical conclusion, driving
outside the range of one’s Affected Dealer would be a threat to one’s safety. Such premise is
unwarranted, and it highlights the issue at hand is one of consumer convenience and costs and
the protection of local businesses, rather than a concern over public safety.
Further, if one were to accept the premise as presented it would imply that the transplant
OEMs’ dealership networks create public safety issues because they have smaller dealership
networks serving larger geographical areas. As noted previously, nothing in the dealer network
rationalization program or the networks it seeks to emulate reveal that dealer proximity for
purposes of warranty and other services is not reasonably accessible.30 In sum, the Dealer
Statutes, as well as the ADDCA, are concerned with protecting economic or commercial
interests and are thus preempted by the Bankruptcy Code notwithstanding 28 U.S.C. § 959(b).
See In re Baker & Drake, Inc., 35 F.3d 1348, 1353 (9th Cir. 1994) (noting that “federal
30
At the June 9, 2009 hearing, an argument was presented in which one of the Affected Dealers stated that the
rationalization program would leave a certain county in California without a dealership and create a public safety
issue. Apparently in support of that argument, a local council in that county passed an ordinance in which a public
safety concern was raised because many of their police cars were manufactured by the Debtors. The argument is
based on the same unwarranted premise that having to seek warranty and other services from a dealer at a greater
distance from the customer than that customer’s Affected Dealer would create a public safety issue. The Court
reiterates that this is an argument based on convenience, not public safety.
29
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bankruptcy preemption is more likely . . . where a state statute is concerned with economic
regulation rather than with protecting the public health and safety”).31
Moreover, returning the language of Midlantic itself, the Supreme Court specifically
stated that it did not reach the question of “whether certain state laws imposing conditions on
Midlantic, 474 U.S. at 507. The Supreme Court’s statement raises the second type of preemption
at issue in this case, conflict preemption. State law may be displaced under conflict preemption
when it is physically impossible to comply with both the state and federal law or when state law
“stands as an obstacle to the accomplishment and execution of the full purposes and objectives of
Congress.” See Orson, Inc. v. Miramax Film Corp., 189 F.3d 377, 381-82 (3d Cir. 1999) (citing
Pacific Gas & Elec. Co. v. Energy Res. Conservation and Dev. Comm’n, 461 U.S. 190, 204, 103
S. Ct. 1713 (1983) and quoting Jones v. Rath Packing Co., 430 U.S. 519, 525, 97 S. Ct. 1305
(1977)). Such is the case even if a state legislature had some purpose in mind in passing its law
other than one of frustration. See In re Dan Hixson Chevrolet Co., 12 B.R. 917, 923 (Bankr.
In concluding that § 365 preempted the Texas Motor Vehicle Code’s “good cause”
hearing requirement, the court in Dan Hixson demonstrated how a typical Dealer Statute
frustrated the Bankruptcy Code’s purpose. Under § 365, the bankruptcy court could have
permitted the debtor to assume and cure an executory contract it had breached with a nondebtor
counterparty, while at the same time the Texas Motor Vehicle Commission could have permitted
the contract’s termination if it found the nondebtor had “good cause” to terminate. Dan Hixson,
31
At the June 9, 2009 hearing, an argument was presented in which one of the Affected Dealers cited In re G.
Heileman Brewing Co., Inc., 128 B.R. 876 (Bankr. S.D.N.Y. 1991), in regard to preemption. That case is inapposite
because the court there held that under the 21st Amendment to the Constitution, a certain Oregon statute preempted
§ 365. No such Amendment or Article of the Constitution is implicated by the Dealer Statutes at issue here.
30
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12 B.R. at 924. Because of this conflict, the bankruptcy court’s jurisdiction preempted the state
commission’s jurisdiction under the Supremacy Clause and could have held the nondebtor in
contempt for termination notwithstanding the state commission’s “good cause” finding. Id.
Likewise, if the bankruptcy court did not permit assumption and cure, the good cause hearing
would be rendered unnecessary and moot. Id. In another case addressing a conflict between the
Bankruptcy Code and certain of a state’s Dealer Statutes, the bankruptcy court held that § 365
allowed the debtor to assume an executory contract even though it would have been terminated
under Florida law. See In re Tom Stimus Chrysler-Plymouth, Inc., 134 B.R. 676, 679 (Bankr.
More generally, a bankruptcy court recently held that “Congress enacted [§] 365 to
provide debtors the authority to reject executory contracts. This authority preempts state law by
virtue of the Supremacy Clause [and] the Bankruptcy Clause.” In re City of Vallejo, 403 B.R.
72, 77 (Bankr. E.D. Cal. 2009). “Where a state law ‘unduly impede[s] the operation of federal
bankruptcy policy, the state law [will] have to yield.’” Id. (quoting Perez, 402 U.S. at 649).32
Specifically and by no means exclusively, statutory notice or waiting periods of, e.g., 60 or 90
days before termination clearly frustrate § 365’s purpose to allow a debtor to reject a contract as
soon as the debtor has the court’s permission (and there is no waiting period under the
Bankruptcy Rules). Buy-back requirements also frustrate § 365’s purpose to free a debtor of
obligations once the debtor has rejected the contract. Good cause hearings frustrate § 365’s
purpose of giving a bankruptcy court the authority to determine whether a contract may be
32
Returning briefly to 28 U.S.C. § 959(b), state law protections cannot be used to negate the Debtors’ rejection
powers under § 365. “The requirement that the debtor in possession continue to operate according to state law
requirements imposed on the debtor in possession (i.e., § 959(b)) does not imply that its powers under the Code are
subject to the state law protections.” In re PSA, Inc., 335 B.R. 580, 587 (Bankr. D. Del. 2005) (emphasis in
original). Some of the Affected Dealers in substance argue that the Bankruptcy Code’s rejection powers are subject
to state law. This is not the law. Such argument either flatly ignores the Supremacy Clause or subordinates the
Supremacy Clause to a statute (i.e., 28 U.S.C. § 959(b)).
31
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purpose of allowing a debtor to exercise its business judgment and reject contracts when the
debtor determines rejection benefits the estate. 34 So-called “blocking rights,” which impose
dealerships or modify existing dealerships over a dealer’s objection, frustrate § 365’s purpose of
giving a debtor the power to decide which contracts it will assume and assign or reject by
Some of the Affected Dealers argue that the Debtors seek injunctive relief in the Motion
and that an adversary proceeding is therefore required. As noted supra fn.2, the Debtors’ request
that relief under § 525 of the Bankruptcy Code be granted in the Order was no longer sought in
connection therewith. Therefore, the main source of the Objections regarding injunctive or
declaratory relief was removed. The remaining relief requested by the Debtors does not seek
injunctive relief.35 Further, to the extent that injunctive relief against an OEM is available under
the Dealer Statutes, that relief is preempted by the Debtors’ power to reject under § 365.36 Such
preemption does not represent the Court’s granting injunctive relief on independent grounds but
33
“Termination procedures” and related obligations frustrate § 365’s purpose of giving a bankruptcy court the
authority to determine whether a contract may be assumed or rejected while also frustrating § 365’s purpose to free a
debtor of obligations once the debtor has rejected the contract. Section 366 is specifically designed for utilities, and
it is not relevant to this case that courts have found that state and local regulations regarding procedures for
termination are not preempted. See, e.g., Robinson v. Michigan Consol. Gas Co., 918 F.2d 579, 588 (6th Cir. 1990).
Any such argument is not analogous to and far afield of the issue of whether the Dealer Statutes are preempted.
34
Additionally, some of the Affected Dealers argue that certain of the criteria the Debtors used in making their
rationalization determinations were impermissible metrics under certain Dealer Statutes. To the extent such metrics
are impermissible under certain Dealer Statutes, they are preempted because they frustrate § 365’s purpose of
allowing a debtor to exercise its business judgment and evaluate and reject contracts when the debtor determines
rejection benefits the estate.
35
The only exception in which the Debtors sought injunctive relief related to the consequence of an Affected
Dealer’s failure to file a timely and proper damages or administrative claim. The only objection to that provision of
the Order was the inclusion of the word “proper.” The nature of the relief sought was not controverted.
36
At the June 9, 2009 hearing, an Affected Dealer raised on objection regarding the Debtors’ ability to have certain
equitable relief available under a Dealer Statute discharged, citing Gouveia v. Tazbir, 37 F.3d 295 (7th Cir. 1994)
and Matter of Udell, 18 F.3d 403 (7th Cir. 1994) for support. The Court notes that discharge is not before the Court,
but reiterates that to the extent any Dealer Statute provides equitable relief that impacts the Debtors’ right under §
365 to reject a contract, such law is preempted.
32
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simply prevents interference with the Debtors’ right to reject the agreements at issue.37 Thus, no
Procedural Issues
The Affected Dealers raised various procedural arguments regarding the rejection
process. These Objections largely fall in two categories: first, whether due process and
discovery rights have been adequate; and second, whether consideration of each agreement
In the first category, many of the Affected Dealers argue that they did not receive full due
process or discovery rights, specifically that notice of the Motion was unduly short or that
notwithstanding notice of the Motion, they did not receive notice of the Sale Hearing, where
their rights would purportedly be adjudicated. The Court concludes that notice of the Motion
and opportunity to be heard was adequate because it complied with applicable rules and case
law. “An elementary and fundamental requirement of due process in any proceeding which is to
be accorded finality is notice reasonably calculated, under all the circumstances, to apprise
interested parties of the pendency of the action and afford them an opportunity to present their
objections.” Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314, 70 S. Ct. 652
(1950).
The Motion was filed on May 14, 2009, and served that day by overnight delivery. The
hearing on the Motion was originally scheduled for June 3, 2009, more than 20 days after the
Motion was filed. Twenty days is more than what is required under the Case Management Order
(ECF No. 661), which require 14 days notice for matters to be heard at an omnibus hearing, or
the Local Rules, which require 10 days notice for contract rejection motions. See Local Rule
37
The Court notes that the Order’s reference to the “impact” of rejection under the Bankruptcy Code is a restatement
of the law of preemption, as described above.
33
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6006-1 (referencing time limits set forth in Local Rule 9006-1(b)). Additionally, Rule 2002 does
not list contract rejection motions among the types of relief requiring 20- or 25-days’ notice.
The objection deadline was May 26, 2009, and while the Court received over 200 objections,
many of the Affected Dealers filed Objections long before that deadline so they could object to
With respect to the Fiat Transaction, the Bidding Procedures Order (ECF No. 492)
required that the sale notice (the “Sale Notice”), which was attached as an exhibit thereto, be
served within two business days after entry of the Bidding Procedures Order. It is not disputed
that the Debtors fulfilled this requirement. The Sale Notice, which was served on May 11, 2009,
notified parties that an order approving the sale, if the sale were approved, would authorize the
assumption and assignment of various executory contracts and unexpired leases. The Bidding
Procedures Order, which was annexed to the sale notice, provided the timeframe for when the
Debtors were required to notify those dealers whose agreements were to be assumed and
The Bidding Procedures Order also provided that the purchaser could request that the
Debtor designate (or consent to the Debtor designating) additional executory contracts or
unexpired leases for 30 days after the closing, providing a mechanism for the Debtors to correct
any errors in the application of their rationalization methodology.39 The Bidding Procedures
Order also provided the date of the Sale Hearing and related objection deadline. The argument
by some of the Affected Dealers that they were unaware that the Sale Hearing could affect them
38
No appeal of that order was taken.
39
After the Sale Hearing concluded on May 29, 2009, New Chrysler on June 2, 2009 waived its right to seek the
designation of additional contracts or leases. That document was filed by the Debtors on June 3, 2009 (ECF No.
3478). There is no indication that when this provision was discussed at the Sale Hearing or any other hearing the
Debtors were aware that New Chrysler would waive its right under that provision, nor is there any indication in the
record that New Chrysler had made that determination prior to the conclusion of the Sale Hearing.
34
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is undermined by the large number of Objections filed by Affected Dealers to the Fiat
Transaction itself, wherein those Affected Dealers challenged the Fiat Transaction on many of
the same grounds discussed in this Opinion. See, e.g., Advantage Healthplan, Inc. v. Potter, 391
B.R. 521, 553 (D. D.C. 2008) (finding that a party who had sufficient actual notice of a
settlement and hearing and filed an objection was not denied due process). Some of those
Affected Dealers testified at the Sale Hearing and then had the additional opportunity to press
their Objections at the hearing on the Motion. Additionally, it was not improper for the Sale
Hearing to be held before the hearing on the Motion. See G Survivor, 171 B.R. at 759 (holding
that a rejection motion returnable after the sale was proper so long as the rejection passed the
business judgment test and the contracts to be rejected were designated prior to court approval of
The Debtors have also provided discovery to parties who have requested it. In fact, the
Debtors represent that no Affected Dealer who has actually attempted to obtain discovery from
the Debtors has gone ignored or empty-handed by the Debtors. The Debtors represent that they
have produced nearly 350,000 pages of documents and made 13 witnesses available for
deposition. The Court notes that many of the Affected Dealers deposed and cross-examined
certain of these witnesses. It is not clear what additional information the Affected Dealers that
are objecting to discovery are seeking that would be relevant to the Court’s decision on the
Motion. In any event, due process was not offended by whatever, if any, shortcomings in
discovery there may have been. See Batagiannis v. West Lafayette Cmty. Sch. Corp., 454 F.3d
738, 742 (noting that a civil litigant’s “complaints about a lack of pre-hearing discovery assume
that there is such an entitlement, which there isn’t. There is no constitutional right to discovery
even in criminal prosecutions”) (citing Wardius v. Oregon, 412 U.S. 470, 93 S. Ct. 2208 (1973)).
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In the second category, some of the Affected Dealers argue that each of the 789 Rejected
Agreements must be considered individually. The Affected Dealers cite In re Nickels Midway
Pier, LLC, 341 B.R. 486, 500-01, (D. N.J. 2006), for the proposition that the bankruptcy court
must “analyze separately” whether rejection is in the best interests of the estate and meets the
business judgment standard. See id. at 501. Nickels Midway is inapposite for a number of
reasons, not the least of which being that the court first had to determine whether an agreement
between two parties consisted of two independent, divisible components of the agreement, either
of which may have given rise to different protections under certain subsections of § 365 not
relevant here. Nickels Midway also addressed an agreement between two parties, not multiple
agreements involving many parties in which one party to the agreements remained constant.
Nickels Midway therefore does not require separate analysis of each Rejected Agreement by the
Court. Indeed, other cases the Affected Dealers cite also address a court’s analysis of
agreements that may be severable or divisible rather than a court’s analysis of agreements that
Additionally, the argument that each agreement must be considered individually is belied
by Rule 6006(f)(6). That rule states that “[a] motion to reject . . . multiple executory contracts or
unexpired leases that are not between the same parties shall: . . . (6) be limited to no more than
100 executory contracts or unexpired leases.” It would defeat the purpose of the rule if a debtor
were allowed to “join requests for authority to reject multiple executory contracts or unexpired
leases in one motion,” Rule 6006(e), but the court were then required to consider each agreement
contained in the motion separately. In this case, the Debtors sought a waiver for the limitation in
Rule 6006(f)(6), and the Court granted the waiver in the Order. Although some of the Affected
36
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Dealers cite the 2007 Advisory Committee Note40 explaining the 2007 amendments to Rule
6006, in which subsections (e), (f), and (g) were added, the Affected Dealers fail to account for
the ability of the court to order “otherwise.” Specifically, the 2007 Advisory Committee Note to
Rule 6006 states that “[a]n omnibus motion to assume, assign, or reject multiple executory
contracts and unexpired leases must comply with the procedural requirements set forth in
subdivision (f) of the rule, unless the court orders otherwise. These requirements are intended to
ensure that the nondebtor parties to the contracts and leases receive effective notice of the
motion.” 10 COLLIER ON BANKRUPTCY ¶ 6006 App. 6006[6] (15th ed. rev. 2009).41 As
previously discussed, notice regarding the Motion was adequate and satisfied due process, and
no Affected Dealer has asserted that he could not find his name on any list of Affected Dealers.
None of the Affected Dealers argued that they did not immediately realize their names
were on the lists attached to the Motion because of the number of dealers listed. The issues
raised as to the adequacy of notice had nothing to do with the number of dealers listed. Instead
some of the Affected Dealers focused on the time between receiving notice of the rejection and
the Sale Hearing because they contend it was not until they received the notice of rejection did
they realize that the sale motion would impact their dealerships. As such, these Objections are
better characterized as objecting to the sufficiency of notice for the Sale Hearing. However, as
40
Courts often look to the Advisory Committee Notes for interpretive guidance. See, e.g., In re Worcester, 811 F.2d
1224, 1227 (9th Cir. 1987) (relying on the Advisory Committee Notes for clarity as to a rule’s application); In re
Crouthamel Potato Chip Co., 786 F.2d 141, 145 (3d Cir. 1986) (referencing the Advisory Committee Notes for a
rule’s purpose); United Consumers Club, Inc. v. Bledsoe, 441 F. Supp.2d 967, 985 (N.D. Ind. 2006) (citing Advisory
Committee Notes); In re Levine, 287 B.R. 683, 701 (Bankr. E.D. Mich. 2002) (using the Advisory Committee Notes
to “clear up [an] ambiguity”).
41
At the June 9, 2009 hearing, an argument was presented in which one of the Affected Dealers cited Pfohl Brothers
Landfill Site Steering Comm. v. Allied Waste Systems, Inc., 255 F. Supp.2d 134 (W.D.N.Y. 2003) for the proposition
that “shall” indicates that an action is mandatory. See id. at 151. Pfohl is inapposite because it discussed the
construction of a statute, not a rule, and specifically made reference to the fact that the word “may” was “legislated.”
The Bankruptcy Rules are developed by the Advisory Committee and accepted by Congress, and unlike legislative
histories, which may be consulted for statutory interpretation only in certain circumstances, the Advisory Committee
Notes are often read in conjunction with the Rules for interpretive purposes. See supra fn.40.
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previously discussed, that contention is not consistent with the notice required and provided
Under the circumstances of this case, the Court found it appropriate to order “otherwise”
and permit more than 100 agreements to be rejected through one motion. All of the Rejected
Agreements were substantially similar, all of the Rejected Agreements were subject to a single
comprehensive analysis by the Debtors, and all of them were being rejected and not assigned to
New Chrysler.42 As such, the waiver in the Order helps achieve what the 1983 Advisory
Committee Notes deemed the “objective of ‘expeditious and economical administration’ of cases
under the [Bankruptcy] Code [which] has frequently been recognized by the courts to be ‘a chief
purpose of the bankruptcy laws.’” 9 COLLIER ON BANKRUPTCY ¶ 1001 App. 1001[1] (15th ed.
rev. 2009) (citing Katchen v. Landy, 382 U.S. 323, 328 (1966); Bailey v. Glover, 88 U.S. (21
Wall.) 342, 346-47 (1874); Ex parte City Bank of New Orleans, 44 U.S. (3 How.) 292, 312-14,
320-22 (1845)); see also In re Harris, 464 F.3d 263, 271 (2d Cir. 2006) (quoting In re CPDC
Inc., 221 F.3d 693, 699-700 (5th Cir. 2000) (noting that “the primary goal of courts as enforcers
of the bankruptcy rules should be to ensure the swift and efficient resolution of disputes
pertaining to the distribution of the bankruptcy estate”)). Moreover, while the Court understands
the concern of certain Affected Dealers regarding compliance with the Rule 6006(f)(6)
limitation, the Court notes that it would not have advanced the process by requiring the Debtors
to file eight separate motions requesting the same relief. Notice was timely and proper.
42
See, e.g., Pilgrim’s Pride, 403 B.R. at 418 fn.8 (ruling on a motion to reject the contracts of 26 counterparties in
one order, even though seven of the counterparties had not joined an objection when the court initially ruled that the
contracts of 19 counterparties would be ruled on in one order, because “as a practical matter” the counterparties
filing the objection were “not distinguishable” from the counterparties who did not join the objection).
38
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Additional Objections
Additional Objections were raised by few of the Affected Dealers. The Objections
related to federal antitrust law are without merit. There is no evidence that the Debtors and New
Chrysler engaged in any sort of “conspiracy” to “artificially driv[e] up the prices of new vehicles
through lowered competition.” In fact, the Debtors have stated that one of the purposes of the
rationalization program was increasing sales and profits at dealers whose agreements were not
rationalized, including prior to the bankruptcy in Project Genesis. In their business judgment,
the Debtors determined that this would make their dealership network as a whole more
competitive with other OEMs’ dealership networks in today’s marketplace. Such determination
is not inconsistent with the antirust laws, which were enacted for “the protection of competition,
not competitors” and “restrain mergers only to the extent that such combinations may tend to
lessen competition.” Brown Shoe Co. v. United States, 370 U.S. 294, 320, 82 S. Ct. 1502 (1962).
The Debtors’ dealership rationalization program was designed to increase competition across the
automobile industry by putting them on stronger footing. There is no evidence whatsoever that
the rationalization program was undertaken to restrain trade or commerce in violation of the
There is also no evidence that the Debtors contracted, combined, or conspired with Fiat to
do so. The Debtors stated that they shared their rationalization methodology with Fiat, and
Altavilla, Fiat’s executive, testified that Fiat agreed with that methodology. There is no evidence
that “competitively sensitive information” regarding any specific dealer was exchanged between
the Debtors and Fiat at any point. To the extent Fiat agreed with Debtors on which agreements
would be rejected and which would be assumed and assigned to New Chrysler, Altavilla testified
that the number of dealers to be rejected came from the Debtors’ application of the methodology
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to which Fiat had agreed. Moreover, on May 14, 2009, the Federal Trade Commission (“FTC”)
terminated early the statutory waiting period under the Hart-Scott-Rodino Act (the “HSR Act”),
indicating that neither the FTC nor the Department of Justice Antitrust Division intends to take
any enforcement action with respect to the Fiat Transaction, including for any so-called “gun-
jumping.” On the contrary, there is no private right of action for such a violation in the HSR
The Objection that the rejection constitutes a violation of the Takings Clause of the Fifth
Amendment is without merit because the Rejected Agreement was a contract between the
Affected Dealer and the Debtors. A lien in some collateral that is property of the estate is a
necessary prerequisite to a Fifth Amendment Takings Clause claim in the bankruptcy context.
See Chrysler, 405 B.R. at __ (citing United States v. Security Industrial Bank, 459 U.S. 70, 103
S. Ct. 407 (1982)). The Objections that § 365(n) entitles the Affected Dealers to retain their
rights with respect to the Chrysler trademarks and continue using them post-rejection are also
without merit. Section 365(n) only allows such retention of rights and continued usage if the
executory contract is one under which “the debtor is a licensor of a right to intellectual property.”
Section 365(n). Trademarks are not “intellectual property” under the Bankruptcy Code. See §
101(35A); see also In re Chipwich, Inc., 54 B.R. 427, 431 (Bankr. S.D.N.Y. 1985) (stating that
rejection of licenses by licensor deprives licensee of right to use trademark but licensee has
allowable claim for damages for breach of contract). Similarly, the Objection that the rejection
constitutes a violation of the First Amendment because the Affected Dealers may no longer use
the Chrysler name in, e.g., newspaper advertisements is without merit and far afield.
Lastly, the Objections that the Debtors violated certain Affected Dealer-debtors’
automatic stays by rejecting their agreements are without merit. The Debtors were not required
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to seek relief from the automatic stay in another debtor’s bankruptcy case before exercising their
right to reject a contract with that debtor in this case. See In re Sun City Investments, Inc., 89
B.R. 245, 249 (finding that a debtor need not move for relief from the automatic stay prior to
filing a motion to reject an executory contract with another debtor). While relevant authority, In
re Computer Commc’ns, Inc., 824 F.2d 725 (9th Cir. 1987), indicates that the unilateral
termination by one debtor of a contract with another debtor violates the automatic stay of the
second debtor, see id. at 728, rejection is not termination. See 2 NORTON BANKR. L. & PRACT. 3d
breach of contract, does not terminate the contract or lease”). As such, rejection is a fundamental
right of a debtor “not to perform” its contractual obligations. From such rejection, depending on
the nature of the contract, certain consequences flow to the debtor and its nondebtor
counterparty.43
cases denied that Affected Dealer’s emergency contempt motion against the Debtors for the
alleged stay violation. See Unreported Order in In re Dave Croft Motors, Inc., Case No. 08-
32084 (Bankr. S.D. Ill. May 29, 2009) (“The Emergency Motion for Contempt for Chrysler
LLC’s Violation of the Automatic Stay filed by the Debtor, on May 26, 2009, is DENIED; and, .
. . Nothing in this Court’s Order is intended to delay proceedings in the bankruptcy of Chrysler,
LLC, in the Southern District of New York, in Case No. 09-50002.”). Accordingly, the issue of
43
In one of the Affected Dealer-debtors’ bankruptcy cases, In re Prebul Jeep, Inc., Case No. 09-10838 (Bankr. E.D.
Tenn. 2008), that Affected Dealer moved for an order of contempt against the Debtors for violation of the automatic
stay. That Affected Dealer so moved on June 10, 2009, with a hearing on the motion scheduled for July 16, 2009.
However, that Affected Dealer raised the issue of violation of the automatic stay in an Objection filed with this
Court on May 29, 2009, and this Court overruled that Objection in the Order on June 9, 2009, along with the other
Objections not otherwise resolved in the Order.
41
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whether the Debtors violated that Affected Dealer’s automatic stay is precluded by res judicata
CONCLUSION
The Court concludes that the Debtors exercised sound business judgment in rejecting the
Rejected Agreements and that such rejection benefited the Debtors’ estates. The Court further
concludes that such rejection is appropriate and necessary based on the evidentiary record and
the arguments made by the parties and that such rejection is warranted and permissible under §§
105, 365, and Rule 6006. The Court finds that to the extent that any Dealer Statutes conflict with
the terms of the Order or the impact of such rejection under the Bankruptcy Code and applicable
case law, such laws are preempted by the Bankruptcy Code, pursuant to the Supremacy Clause
of the United States Constitution. The Court further finds that a waiver of the limitation in Rule
44
The Court notes that counsel for that Affected Dealer failed to disclose this fact when he presented arguments to
the Court at the June 9, 2009 hearing. Further, although that Affected Dealer cited In re Miller, 397 F.3d 726 (9th
Cir. 2005) for the proposition that one bankruptcy court’s action against a debtor with a bankruptcy case pending
before another bankruptcy court constitutes a violation of the automatic stay and is void, see id. at 732-33, Miller is
distinguishable because in that case the first debtor sought attorney’s fees (i.e., monetary damages) from the second
debtor. In this case, the Debtors are exercising their right “not to perform” their contractual obligations.
42
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This Court shall retain jurisdiction to resolve all matters relating to the implementation,
enforcement, and interpretation of the Order. Without limiting the foregoing, the Court also
shall retain jurisdiction with respect to the Order and the Rejected Agreements over (a) any
actions by the Affected Dealers against the Debtors or the property of their estates, including,
without limitation, any actions in violation of the automatic stay under § 362; and (b) any
rejection damages claims or other claims alleged against the Debtors' estates, stemming from, or
in any way related to, the rejection of the Rejected Agreements, or any objections or defenses
thereto. Matters concerning the nature, characterization, priority, or any other aspect of such
claims, including damages, related to the rejection of the Rejected Agreements shall be heard by
the Court at the hearings regarding such claims and damages and are not decided herein.
43
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APPENDIX C
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APPEARANCES:
JONES DAY
Counsel for the Debtors
New York, New York
Cleveland, Ohio
Atlanta, Georgia
ARTHUR J. GONZALEZ
CHIEF UNITED STATES BANKRUPTCY JUDGE
On June 9, 2009, this Court issued an order (the “Rejection Order”), which authorized
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Old Carco LLC (f/k/a Chrysler LLC) and certain of its affiliates as debtors and debtors in
possession (collectively with Old Carco LLC, the “Debtors”) to reject executory contracts and
unexpired leases with certain domestic dealers, and also granted related relief. On June 19,
2009, the Court issued a written Opinion (the “Opinion”) in support of the relief granted in the
Rejection Order. On December 25, 2009, certain of the dealers filed a motion and on January
15, 2010, filed an amended motion (as amended, the “Reconsideration Motion”),1 pursuant to
Federal Rules of Civil Procedure 60(b)(1) and 60(d)(3),2 seeking that the Court reconsider the
Rejection Order and the Opinion. (All of the dealers who are proponents of the Reconsideration
Motion are referred to collectively as the “Movants”). On January 15, 2010, the Debtors filed an
objection to the Reconsideration Motion. Thereafter, on January 22, 2010, the Movants filed a
The Movants argue that they are entitled to relief under Rule 60(b)(1) because the Court
overlooked factual matters entered into the record, controlling decisions and law that would alter
the court’s conclusion. In addition, the Movants argue that the Court misapplied the law.
Further, the Movants argue that they are entitled to relief from the Rejection Order and Opinion,
1
The amended motion sought the same relief as the original motion and was filed for the sole purpose of
including certain additional dealers as proponents of the Reconsideration Motion. In addition, on January 20, 2010,
an additional dealer filed a pleading to join in the Reconsideration Motion.
2
Hereinafter, a reference to a “Rule” is to one of the Federal Rules of Civil Procedure, and a reference to
“Fed. R. Bankr. P.” is to one of the Federal Rules of Bankruptcy Procedure.
3
The case management order entered in these cases sets forth the mechanism for scheduling a hearing. The
Movants neither scheduled a hearing for this matter in accordance with the case management order nor made any
other effort to schedule a hearing. Further, the Debtors did not request a hearing on this contested matter pursuant to
Fed. R. Bankr. P. 9014. In addition, the Court determined that a hearing was not necessary on this matter.
Therefore, no hearing was conducted and the Court has made its determination after the submission of the pleadings.
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DISCUSSION
Rule 60, titled Relief from a Judgment or Order, is incorporated into bankruptcy practice
by Fed. R. Bankr. P. 9024, with certain limitations. Rule 60(b) sets forth the basis upon which a
court “may relieve a party or its legal representative from a final judgment, order, or
proceeding.” The rule balances the need to serve justice while “preserving the finality of
judgments.” Nemaizer v. Baker, 793 F.2d 58, 61 (2d Cir. 1986). Inasmuch as the rule affords
“extraordinary judicial relief,” courts require a showing of “exceptional circumstances” for its
application. Id. Additional requirements are that (i) the supporting evidence be “highly
convincing;” (ii) there be good cause for the movant’s failure to act sooner; and (iii) application
of the rule not impose undue hardship on other parties. See Freedom, N.Y., Inc. v. United States,
438 F. Supp.2d 457, 462-63 (S.D.N.Y. 2006) (citations omitted). A decision concerning a Rule
60(b) motion is within the discretion of the court. See Nemaizer, 793 F.2d at 61-62.
Rule 60(b)(1)
Rule 60(b)(1) provides, in relevant part, that “[o]n motion and just terms, the court may
relieve a party or its legal representative from a final judgment, order, or proceeding for . . .
In the Second Circuit, the reference to “mistake” in Rule 60(b)(1) has been held to
include mistakes made by the court. See Int’l Controls Corp. v. Vesco, 556 F.2d 665, 670 (2d
Cir. 1977) (citing Tarkington v. United States Lines Co., 222 F.2d 358, 360 (2d Cir 1955)) (other
citation omitted). Prior to the 1946 amendment to the rule, the rule provided that relief could be
granted to a party for “his mistake;” however, the amended language made “clear that relief from
judgment was available for any mistake, including the mistake of the court.” Gey Assocs.
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General Partnership v. 310 Assocs. (In re 310 Assocs.), 346 F.3d 31, 34-35 (2d Cir. 2003)
(citations omitted). As amended, the rule initially was applied to authorize a court to relieve a
party from a court’s mistake concerning the law; however, it was subsequently acknowledged
that the rule was applicable to a court correcting its own mistakes concerning facts. See 310
Assocs., 346 F.3d at 35 (citing Cappillino v. Hyde Park Cent. Sch. Dist., 135 F.3d 264 (2d Cir.
1997)). Thus, the Second Circuit has approved the use of Rule 60(b)(1) motions to allow a court
to correct its own mistakes of either law or fact. See Chiulli v. I.R.S., 2006 WL 3008084 * 2
(S.D.N.Y. 2006). The Second Circuit’s view is that, if a court has made a mistake of law or fact,
it may make “good sense” to permit the court to correct such error and thereby avert the need for
an appeal, but only if the motion for reconsideration has been made within the permissible time
to appeal. See Schildhaus v. Moe, 335 F.2d 529, 531 (2d Cir. 1964).
A contrary, narrower view of Rule 60(b)(1) holds that the rule does not apply when the
court made an erroneous ruling. See, e.g., Silk v. Sandoval, 435 F.2d 1266, 1267-68 (1st Cir.
1971) (noting that the broad view of Rule 60(b)(1) undermines Rule 59(e) by making the relief
available for judicial errors of law under the two rules co-extensive). Under this more restrictive
view, only judicial mistakes attributable to special circumstances would warrant relief under
With respect to the timing for filing a Rule 60(b)(1) motion, Rule 60(c)(1), in relevant
part, provides that Rule 60(b)(1) motions “must be made within a reasonable time – and . . . no
more than a year after the entry of the judgment or order or the date of the proceeding.”
Inasmuch as Rule 60(b)(1) motions may be made up to one year after the entry of a judgment or
order, there was concern that extending Rule 60(b)(1) to apply to mistakes made by a court
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would result in parties utilizing Rule 60(b)(1) to circumvent the time limitations for filing an
appeal. See Schildhaus, 335 F.2d at 531 (noting that a treatise suggests “that a reasonable time
for making a motion under Rule 60(b) on the basis of judicial error should not exceed that
allowed for an appeal”); cf. Silk, 435 F.2d at 1268 (criticizing attempt to utilize a “broad
construction of ‘mistake’ [to extend] the ten-day limit for motions under Rule 59(e)”4).
To prevent Rule 60(b)(1) from being used to circumvent the time limitations for an
appeal, the Second Circuit has determined that when a 60(b)(1) motion concerns a court’s own
substantive error, such motion “may not be made after the time for appeal has elapsed.” Vesco,
556 F.2d at 670 (citing Schildhaus, 335 F.2d at 531). By contrast, a court’s authority to correct a
clerical error may be exercised at any time – as set forth in Rule 60(a), which provides that a
“court may correct a clerical mistake or a mistake arising from oversight or omission whenever
Consequently, the Second Circuit acknowledges that Rule 60(b) is not “a substitute for a
direct appeal from an erroneous judgment.” Schildhaus, 335 F.2d at 531. Therefore, as
previously noted, while the Second Circuit authorizes a court to correct its own mistakes of law
because it is more efficient than requiring an appeal, a party may not use a Rule 60(b)(1) motion
4
Rule 59, incorporated into bankruptcy practice by Fed. R. Bankr. P. 9023, allows a party to move for a
new trial or to alter or amend a judgment. Although Rule 59(e) sets forth the time limitation for filing a motion to
alter or amend a judgment, that time frame is further restricted in bankruptcy practice by Fed. R. Bankr. P. 9023. In
all instances, the time frame is less than or equal to the time within which an appeal may be filed regarding the
relevant judgment. Certain time frames set forth in the Federal Rules of Civil Procedure and the Federal Rules of
Bankruptcy Procedure were amended, effective December 1, 2009. Rule 59(e) allows a motion to alter or amend a
judgment to be filed within 28 days of the judgment. (Prior to the 2009 amendments, that time frame was 10 days).
In bankruptcy practice, the time limitation for filing a motion to alter or amend a judgment under Fed. R. Bankr. P.
9023 is “no later than 14 days after entry of judgment.” (Prior to the 2009 amendments, and relevant to the judgment
at issue, the time limitation was 10 days.)
5
A court may correct clerical errors on motion or on its own, with or without notice, except during the
pendency of an appeal, when leave of the appellate court is required.
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after the deadline for filing a notice of appeal as “a way to assert an otherwise time-barred
appeal.” 310 Assocs., 346 F.3d at 35. In advancing this limitation, the Second Circuit makes
reference to the further limiting language of Rule 60 that requires a Rule 60(b)(1) motion to be
made “within a reasonable time.” See Schildhaus, 335 F.2d at 531. That limiting language is
currently set forth in Rule 60(c)(1). While Rule 60(c)(1) caps the time within which a Rule
60(b)(1) motion may be made to not more than a year after the entry of the judgment or order or
the date of the proceeding, it also requires that such motion be made “within a reasonable time.”
A “reasonable time” for a motion under Rule 60(b) for judicial error should be no greater than
the time allowed to file an appeal. See 11 C. Wright, A. Miller, & M. Kane, FEDERAL PRACTICE
& PROCEDURE, §2858 at (2d ed. 2009) (noting that limiting the time for filing such motion to
“before the time for appeal has expired . . . [is] understandable since motions under that
In Schildhaus, the court did not deem that a motion for relief from judicial error filed
more than 8 months after entry of a judgment was a reasonable time. 335 F.2d at 531. Indeed,
the Schildhaus court noted that, after the ten-day limit set for Rule 59(e) motions to alter or
amend a judgment, the Second Circuit granted relief under Rule 60(b) for what is “merely an
error by the court” only under “very special facts.” Id., 335 F.2d at 531 (citing Tarkington v.
6
Thus, in non-bankruptcy matters, prior to the December 1, 2009 amendments, because a party could file a
motion for reconsideration based upon judicial error under Rule 59(e) within 10 days of entry of the judgment,
capping the time limit to file a similar motion under Rule 60(b)(1) to the time allowed for an appeal meant that the
ability to file such motion under Rule 60(b)(1) afforded the party an additional 20 days (up to the 30-day appeal
limit). Inasmuch as the 2009 amendment extended the Rule 59(e) deadline to 28 days, the extension for a similar
motion under Rule 60(b)(1) now only affords an additional 2 days (up to the 30-day appeal limit). In bankruptcy
practice, however, because the time limit for filing a motion for reconsideration under Fed. R. Bankr. P. 9023 is 14
days, which is the same as for filing an appeal under Fed. R. Bankr. P. 8002, the filing of a Rule 60(b)(1) motion
does not afford any additional time. (The same held true prior to the 2009 amendments, when both of these
bankruptcy time frames were 10 days.)
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United States Lines Co., 222 F.2d 358 (2d Cir. 1955). Subsequently, the Second Circuit
described the “very special facts” in Tarkington as “a controlling Supreme Court decision
handed down eleven days after the entry of judgment and a motion made ten days thereafter,
within the 30 days allowed for appeal.” Otte v. Mfrs. Hanover Commercial Corp. (In re Texlon
The Texlon court noted that the treatise that had originally promoted the use of Rule
60(b)(1) as a mechanism to correct judicial error - the view adopted by the Second Circuit - in a
more recent edition “reflect[ed] some disenchantment with [that] practice” and, in addition, that
the other leading treatise on civil practice showed even “less enthusiasm” for the practice.
Texlon, 596 F.2d at 1100 (citing, respectively, 7 MOORE, FEDERAL PRACTICE ¶ 60.-22[3] and 11
WRIGHT & MILLER, FEDERAL PRACTICE AND PROCEDURE § 2858 (1973)). The Texlon court
concluded that a Rule 60(b)(1) motion seeking reconsideration of an ex parte financing order
entered by the court, which motion was filed two and one-half months after the entry of the
order, was untimely because the “reasonable time” requirement of Rule 60(b) “requir[es] a
motion for relief from judicial mistake to be made within the time allowed for appeal.” Id. at
1100 (citations omitted). Notwithstanding the fact that the trustee in Texlon was not appointed
until after the deadline for filing an appeal had expired and the trustee filed the reconsideration
motion within a week of its appointment,7 the court held that the motion for reconsideration was
7
Although the trustee in Texlon could not have appealed within the ten-day limit because his appointment
did not occur until almost two months after the entry of the ex parte order, the lender in Texlon argued that a timely
appeal could have been filed by the informal creditors’ committee or, alternatively, that the unofficial committee,
which was elected within three weeks of entry of the order, could have filed an appeal much earlier by filing a
motion with the court for an extension of time. Texlon, 596 F.2d at 1100 n. 8.
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Inherent Power
The Texlon court, however, allowed for reconsideration of the ex parte order as an
exercise of the bankruptcy court’s inherent power. Id. The court concluded that because the
bankruptcy court made a determination that it had erred in signing an ex parte financing order,
which allowed for cross-collateralization, the bankruptcy court could reconsider that order after
the time period allowable for appeal under such inherent power. Id. at 1100. The Texlon court
indicated “that a district court sitting in bankruptcy could in its discretion rehear a cause even
after the expiration of the period allowed for appeal ‘if no intervening rights will be prejudiced
by its action’ and that if the court rehears the petition ‘upon the merits’, the time to appeal would
run from its grant or denial.” Texlon, 596 F.2d at 1100 (citing Wayne United Gas Co. v. Owens-
Ill. Glass Co., 300 U.S. 131, 137-38, 57 S. Ct. 382, 386, 81 L. Ed. 557 (1937) and Pfister v.
Northern Illinois Finance Corp., 317 U.S. 144, 63 S. Ct. 133, 87 L. Ed. 146 (1942)).
Courts in other circuits have declined to allow reconsideration under the “inherent
power” theory, arguing that, as a result of the adoption of Federal Rule of Bankruptcy Procedure
9024 and Federal Rule of Civil Procedure 60(b), the right to reconsider orders now is subject to
the standards set by those procedural rules, which specify the requisite time frames. In re
Watford, 192 B.R. 276, 279 (Bankr. M.D. Ga. 1996) (citing Gekas v. Pipin (In re Met-L-Wood
Corp.), 861 F.2d 1012 (7th Cir. 1988), cert. denied, 490 U.S. 1006, 109 S. Ct. 1642, 104 L. Ed.2d
157 (1989)) (noting that “the old inherent power to reconsider bankruptcy orders has been
merged into the Federal Rules of Bankruptcy Procedure and the Federal Rules of Civil
Procedure”).
In support of the view that a bankruptcy court retains inherent power to reconsider its
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orders and judgments notwithstanding the adoption of Rule 60(b), the Texlon court cited to the
Moore treatise for a description of the “distinctive nature” of a bankruptcy proceeding as “one
continuous, often long, proceeding, within which many other controversies and proceedings
occur during the course of administration. Texlon, 596 F.2d at 1100 (quoting 7 Moore, FEDERAL
PRACTICE, ¶ 60.18 at 215). Accordingly, the treatise concluded that there was “practical utility”
in a rule that allowed for bankruptcy orders to be vacated or modified where “subsequent events
presented during administration” showed the need for such relief. Id.
judgment or proceeding under its inherent power is within the court’s discretion. Texlon, 596
F.2d at 1100. Moreover, under the “inherent power” theory, there must be “good reason” for the
court to reconsider, and the motion seeking such relief must be made within a reasonable time.
Wayne, 300 U.S. at 137, 57 S. Ct. at 385-86 (concluding that a court can “revise its judgments
upon seasonable application” and “upon application diligently made”). In addition, the motion
must be made “before rights have vested” based upon the court’s action. Id. (noting that a court
may grant a rehearing “if no intervening rights will be prejudiced by [the court’s] action”).
The Texlon court exercised its inherent power when confronted with special factual
circumstances, including the ex parte nature of the order. Indeed, prior to signing the financing
order on the first day of the case, the bankruptcy court only heard the debtor in possession’s
representations concerning the need for credit and the absence of alternative funding. Texlon,
596 F.2d at 1098. The Texlon court noted that a debtor in possession would naturally promote
its needs for immediate financing and to maintain a relationship with lenders at the expense of
creditor interests. Id. In addition, the Texlon court noted that the absence of a countervailing
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viewpoint would prevent exploration of other available courses of action that might have been
presented by a “more objective trustee” and that a hearing with participation by various
viewpoints might have shown other financing sources or that creditors would prefer liquidation
of the business rather than the preferential treatment afforded the lender. Id. at 1098-99. Thus,
in deciding to allow reconsideration for judicial error beyond the time for an appeal, the Texlon
court was influenced by the limited nature of the original hearing, which resulted in the order
Pursuant to Fed. R. Civ. P. 60(b)(3), “the court may relieve a party or its legal
A trial court’s decision to grant a motion to amend a judgment is within its discretion. See
Taylor v. Texgas Corp., 831 F.2d 255, 258 (11th Cir. 1987) (citation omitted).
In addition, as set forth in subsection (d) of Rule 60, the authority granted by Rule 60 is
not intended to limit any power the court otherwise has to relieve a party from a judgment, order
or proceeding, including the power to “set aside a judgment for fraud on the court.” Fed. R. Civ.
P. 60(d)(3).
The Movants have moved for relief from the previous judgment pursuant to Rule
60(d)(3) alleging “fraud on the court.” The Movants, however, have not moved pursuant to Rule
60(b)(3) as there are no allegations of fraud by an “opposing party,” a required element of a Rule
60(b)(3) motion. Nevertheless, the Court believes that an overview of Rule 60(b)(3) will assist
in an understanding of the nature of the fraud that must be shown to establish “fraud on the
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Rule 60(b)(3)
By its terms, Rule 60(b)(3) provides relief in instances where the fraud is committed by
an opposing party. See Simons v. United States, 452 F.2d 1110, 1115 (2d Cir. 1971) (noting that
Rule 60(b)(3) permits relief only for fraud “of an adverse party”).8 The movant has the burden to
establish, by clear and convincing evidence, that the adverse party obtained the judgment
through fraud, misrepresentation or other misconduct. See Texgas Corp., 831 F.2d at 259
(citation omitted); see also Entral Group Int’l, LLC v. 7 Day Café & Bar, 298 Fed. Appx. 43, 44
(2d Cir. 2008) (noting that a motion under Rule 60(b)(3) cannot be granted absent clear and
convincing evidence of material misrepresentations); Hutchins v. Zoll Med. Corp., 492 F.3d
1377, 1386 (Fed. Cir. 2007) (noting that fraud must be shown by clear and convincing evidence)
(citation omitted). To prevail under Rule 60(b)(3), a movant must show that the alleged fraud,
misrepresentation or other misconduct precluded it from fully and fairly presenting its case. See
State Street Bank & Trust Co. v. Inversiones Errazuriz Limitada, 374 F.3d 158, 176 (2d Cir.
2004); Entral Group, 298 Fed. Appx. at 44; Atkinson v. Prudential Prop. Co., Inc., 43 F.3d 367,
372-73 (8th Cir. 1994) (concluding that “the movant must show, with clear and convincing
evidence, that the opposing party engaged in a fraud or misrepresentation that prevented the
disclose such information, a party who itself has access to such information cannot establish
8
The reference to the phrase “of an adverse party” is to the language employed in Rule 60(b)(3) prior to the
non-substantive 2007 amendment (see infra footnote 9) to that rule, which substituted the phrase “by an opposing
party” in its place.
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fraud under Rule 60(b)(3) because it cannot establish that its opponent’s misrepresentation or
failure to disclose prevented it from fully and fairly presenting its case. See Taylor, 831 F.2d at
260 (concluding that, where company itself was sending pension payments to opponent,
company could not establish such opposing party’s failure to mention that fact prevented the
company from fully and fairly presenting its case); see also State Street, 374 F.3d at 176
(concluding that where movant admitted that letter allegedly concealed by other party was
present in its own files, as a matter of law, movant could not claim that it was prevented from
fully presenting its case); Atkinson, 43 F.3d at 372-73 (same, because movant had “fair
opportunity” to discover the letter by examining its own files, and also because production of the
letter would have made no difference to the outcome of case); Entral Group, 298 Fed. Appx. at
44 (noting that, where party received notice of lawsuit and filing related to request for entry of
default judgment, it was not precluded from fully presenting its case against the entry of such
default based upon opponent’s failure to disclose to court an earlier letter between the parties
A motion pursuant to Rule 60(b)(3) “must be made within a reasonable time . . . [but] no
more than a year after the entry of the judgment or order.” Rule 60(c)(1).
Rule 60(d)(3)
Rule 60(d)(3)9 preserves a court’s power to “set aside a judgment for fraud on the court.”
9
Prior to the 2007 amendments to Rule 60, the rule included both the type of fraud delineated in Rule
60(b)(3) and the concept of “fraud upon the court” within subsection (b) of Rule 60. Courts interpreting the former
“fraud upon the court” language referred to it as being either the “saving clause,” see, e.g., Kupferman v. Consol.
Research & Mfr. Corp., 459 F.2d 1072, 1078 (2d Cir. 1972), or the penultimate sentence of Rule 60(b), see e.g.,
Serzysko v. Chase Manhattan Bank, 461 F.2d 699, 702 (2d Cir. 1972). After that amendment, “fraud on the court”
was set forth in the separate subsection (d). Thus, the amendment moved the concept to a separate section and
changed the relevant wording from “fraud upon the court” to “fraud on the court.” The Advisory Committee Notes
to the 2007 amendments indicate that
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While the clause is not an affirmative grant of power, it is a recognition that the reference in
Rule 60(b)(3) to certain specific grounds for relief by motion does not limit a court from
exercising whatever power it otherwise has to entertain independent actions. See Simons v.
United States, 452 F.2d 1110, 1116 (2d Cir. 1971). For example, a court has equitable power to
entertain a party’s action that seeks to set aside a judgment based upon “fraud in its
procurement.” Id. Moreover, courts addressing “motions for fraud upon the court have
consistently proceeded on the presumption that the savings clause applies to motions.” Weldon
v. United States, 225 F.3d 647, 2000 WL 1134358 at *1 (2d Cir. 2000) (unpublished summary
order) (citing Serzysko v. Chase Manhattan Bank, 461 F.2d 699, 702 (2d Cir. 1972); and
Kupferman v Consol. Research & Mfr. Corp., 459 F.2d 1072, 1078 (2d Cir. 1972) (other citation
omitted)).
A court may exercise its equitable power to set aside a fraudulent judgment “to maintain
the integrity of the courts and safeguard the public.” United States v. Smiley, 553 F.3d 1137,
[t]he language of Rule 60 has been amended as part of the general restyling of the Civil Rules to
make them more easily understood and to make style and terminology consistent throughout the
rules. These changes are intended to be stylistic only.
Based upon the statement in the Advisory Committee notes concerning stylistic changes, courts have continued to
apply the pre-amendment interpretation of “fraud upon the court” under former Rule 60(b)(3) to the “fraud on the
court” language under the new Rule 60(d)(3). See e.g., Grodin v. Allen, No. 3:03-CV-1685-D, 2009 WL 1437834 at
*7 n. 5 (N.D. Tex. 2009). For ease of reference, the Court’s analysis refers to the interpretation of fraud on the
court under Rule 60(d)(3) even where the cited court was analyzing the pre-amendment “fraud upon the court”
saving clause of Rule 60(b).
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1142 (8th Cir. 2009). If there is fraud on a court, that court may sua sponte take action to set
aside any judgment entered. See Martina Theatre Corp. v. Schine Chain Theatres, Inc., 278 F.2d
798, 801 (2d Cir. 1960). Moreover, the court can take such action even upon the suggestion of
an entity with unclean hands. Id. (citing Hazel-Atlas Glass Co. v. Hartford-Empire Co., 322
U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944), overruled on other grounds by Standard Oil Co.
of Cal. v. United States, 429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976). Further, a court may
conduct its own investigation to determine if it has been defrauded. See Smiley, 553 F.3d at
1142. Nevertheless, because of the importance of preserving the finality of a judgment, a court
must use restraint and discretion in determining whether to vacate such judgment. Id. at 1144.
There must be clear and convincing evidence that a fraud was perpetrated on the court with any
While Rule 60(c)(1) limits the time within which a motion under Rule 60(b)(3) must be
made to one year, a claim based upon fraud on the court under Rule 60(d)(3) is intended “to
protect the integrity of the judicial process” and, therefore, is not time-barred. Bowie v. Maddox,
No. 03-948, 2010 WL 45553, at * 2, ___ F.Supp. ___, ____ (D. D.C. 2010) (citing 12 James
WM. MOORE et al., MOORE’S FEDERAL PRACTICE § 60.21[4][g] & n.52 (3d ed. 2009) (other
citation omitted)).
In light of the above-discussed time limitation that applies to motions brought under Rule
60(b)(3) but not Rule 60(d)(3), it is recognized that motions under 60(d)(3) for fraud on the court
must encompass conduct other than that proscribed by Rule 60(b)(3). See Kupferman, 459 F.2d
at 1078 (noting that otherwise the time limitation for Rule 60(b)(3) motions would be rendered
“meaningless”).
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Accordingly, the standard for establishing fraud on the court under Rule 60(d)(3) “is
higher and distinct from the more general standard for fraud under [Rule] 60(b)(3).” Smiley, 553
F.3d at 1144-45 (referencing Hazel-Atlas Glass as setting forth the principles pursuant to which
a court exercises its inherent power, see Hazel-Atlas Glass, 322 U.S. at 244-248, 64 S. Ct. at
1000-02). The boundaries of the concept of “fraud upon the court” are strict. See Kupferman,
Thus, fraud on the court encompasses only that type of fraud which attempts to “defile
the court itself, or is a fraud perpetrated by officers of the court so that the judicial machinery
cannot perform in the usual manner its impartial task of adjudging cases that are presented for
adjudication.” Kupferman, 459 F.2d at 1078 (citing 7 MOORE, FEDERAL PRACTICE ¶ 60.33 at
515 & Martina, 278 F.3d at 801). The Hazel-Atlas case has been described as a case in which a
judgment was set aside on motion primarily on the basis “that an attorney was implicated in
perpetrating the fraud.” Kupferman, 459 F.2d at 1078 (citing 7 MOORE, FEDERAL PRACTICE
¶ 60.33 at 513). As an officer of the court, a lawyer must deal with the court with honesty and
integrity. Id. If a lawyer betrays this duty of loyalty to the court, the lawyer is deemed to have
Further, the fraud, misrepresentation or conduct at issue must have been employed in an
effort “to secure action of the court on the basis of [the fraudulent conduct].” Hawkins v.
Lindsley, 327 F.2d 356, 359 (2d Cir. 1964). Thus, if the allegations show only fraud upon
another party but not upon the court, it is not considered fraud upon the court within the “strict
construction” that has been applied to that phrase. See Simons, 452 F.2d at 1116 n. 8. (citations
omitted). Fraud on the court is “narrowly defined” as “directed to the judicial machinery itself;”
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it is not fraud that takes place between the parties. Smiley, 553 F.3d at 1144 (citations omitted).
scheme which is designed to improperly influence the court in its decision.’” State Street, 374
F.3d at 176 (quoting Abatti v. C.I.R., 859 F.2d 115, 118 (9th Cir. 1988). Further, the fraud,
misrepresentation or conduct must have actually deceived the court. See Smiley, 553 F.3d at
1145. If a court’s judgment was not influenced by the conduct at issue, the judgment should not
be set aside. Id. (noting that party’s failure to disclose certain property interests did not
influence the court’s sentence). While the influence does not necessarily have to be the primary
basis for the ruling, it must be shown that the fraud, misrepresentation or conduct impressed,
affected or influenced the court.10 See Hazel-Atlas, 322 U.S. at 246-47, 64 S. Ct. at 1001-02.
Moreover, because a party cannot fully and fairly present its case if the court has been
improperly influenced, the standard applied to allegations of Rule 60(b)(3) fraud - that a party
10
In Hazel-Atlas, in an effort to obtain a patent for a machine that utilized a certain method for pouring glass
into molds, the officials and attorneys of the proponent company arranged to have a favorable article concerning the
machine published in a law journal. See Hazel-Atlas, 322 U.S. at 240, 64 S. Ct. at 998-99. In furtherance of the
plan, it was misrepresented that the article was authored by an expert in the field. Id. at 240, 999.
Several months after the patent was obtained, the company sued another company for infringing on the
patent. Id. at 241, 999. While the article was part of the record in the trial court, the patent holder did not rely on the
article nor was there a reference to the article in the trial court’s opinion dismissing the infringement action. Id. The
dismissal, however, was appealed to the Third Circuit, before whom the company urged the article. Id. The circuit
court reversed the dismissal quoting extensively from the article, and directed the trial court to enter a decree against
the infringer. Id. at 241-42, 64 S. Ct. at 999.
In a subsequent action brought by the alleged infringer to vacate the judgment against it, the circuit court
denied the relief based, in part, upon the fact that the misrepresented article had not been the primary basis of the
court’s decision. Id. at 244, 64 S. Ct. at 1000. The Supreme Court reversed, finding that the influence of the article
did not have to be the primary basis for the ruling. Id. at 246-47, 64 S. Ct. at 1001-02. The Supreme Court noted
that the company and its lawyers urged the article on the court and prevailed, and that, although there was no way to
accurately measure the degree to which the court was influenced by the article; nevertheless, because the company
and its lawyers urged the article and prevailed, they could not “dispute its effectiveness.” Id.
Moreover, the Supreme Court did find that the circuit court was deceived by the wrongly-attributed article
inasmuch as the Supreme Court asserted, with respect to the company having urged the article before the third
circuit, that “[t]he reference was not without effect.” Id. at 241, 64 S. Ct. at 999. The Supreme Court cited the Third
Circuit’s extensive quotations from the article, Id., as evidence that the article affected or influenced the court. Id. at
246-47, 64 S. Ct. at 1001 (noting that “[w]hether or not it was the primary basis for that ruling, the article did
impress the Court, as shown by the Court’s opinion.” ).
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must be shown to have been precluded from fully and fairly representing its case - also applies in
the context of a Rule 60(d)(3) motion for fraud on the court. See State Street, 374 F.3d at 176
(citation omitted).
Allegations that an opposing counsel mischaracterized the applicable law or the evidence
submitted to the court “does not rise to the level of fraud on the court.” Weldon, 2000 WL
1134358 at *2. Nor does fraud on the court apply when evidence that is discovered after the trial
is conducted lends support to the belief that the judgment was obtained with perjured testimony.
Id. (citation omitted). Any issues that may have been “addressed through the unimpeded
adversary process” are not appropriately attacked on the basis of fraud upon the court. Id.
(noting that during the action, movant’s own counsel could have rebutted opposing counsel’s
characterization of the law and the record before the court); see also Serzysko, 461 F.2d at 702
(noting that the credibility of the witness in the original trial was directly at issue and the court
considered the veracity of the differing accounts offered by such witnesses). However, fraud on
the court may be present if a party inserts a false or forged document into the record. See
Weldon, 2000 WL 1134358 at *2 (citing Hazel-Atlas, 322 U.S. at 246-47, 64 S.Ct. 1001-02).
Fraud on the court involves more than injury to an individual litigant. See Weldon, 2000
WL 1134358 at *2 (citation omitted). Such fraud is limited to the type of fraud that seriously
affects the integrity of the adjudicatory process. Id. at *2 (citing Hadges v. Yonkers Racing
Corp., 48 F.3d 1320, 1325 (2d Cir. 1995)). The heightened standard for fraud on the court
would justify a finding of such fraud “only by the most egregious misconduct directed to the
court itself, such as bribery of a judge or jury, or fabrication of evidence by counsel.” Smiley,
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Application of Law
That portion of the Reconsideration Motion that argues that the Court should vacate,
pursuant to Rule 60(b)(1), the Rejection Order and the Opinion supporting that order is premised
upon the Movants’ allegations that the Court overlooked factual matters and controlling
decisions of law and, therefore, misapplied the law. While the Movants argue that their Rule
60(b)(1) motion is timely because Rule 60(c)(1) allows such motions to be brought within one
year, the Movants ignore both the qualifying language of Rule 60(c)(1), which requires that the
motion be brought within a “reasonable” time, and Second Circuit case law, which has
determined that a reasonable time for bringing a motion under Rule 60(b)(1) that alleges a
substantive mistake by the Court is the time frame for filing an appeal.
Here, the motion was filed more than six months after the entry of the Rejection Order
and the Court’s supporting Opinion. Certainly, all of the Movants’ allegations concerning the
Court’s interpretation of the law, (e.g., the business judgment test, including analysis of benefit
to the estate), are substantive issues that could have been the subject of an appeal or a motion for
re-argument under Federal Rule of Bankruptcy Procedure 9023, both of which have a time
limitation.11 In addition, all of the “separate and distinct controlling points of authority flowing
from those cases” upon which the Movants assert they rely were also available to the Movants
during the appeal period. The Movants received notice of the proceedings and had an
opportunity to be heard and assert their arguments. Indeed, many of the Movants and the non-
moving dealers participated in the proceedings. In addition, certain dealers filed a timely appeal,
11
As previously noted, at the time this matter was decided, the relevant time frame for filing a motion for
reargument under Fed. R. Bankr. P. 9023 was 10 days, which corresponded to the then-prevailing 10-day limit for
filing a notice of appeal from a judgment, order or decree. See Fed. R. Bankr. P. 8002. (The 2009 amendments to
the Federal Rules of Bankruptcy Procedure increased each of those time frames to 14-day periods.)
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Moreover, pursuant to Fed. R. Bankr. P. 8002(a), if any party files a timely notice of
appeal, any other party may be afforded additional time to file a notice of appeal, which runs
from the date on which the first appeal notice was filed. Currently, the additional time to file an
appeal after the initial appeal is 14 days; however, prior to the 2009 amendments, and relevant to
requesting an extension of time to file a notice of appeal. Ordinarily, the motion must be filed
prior to the deadline for filing an appeal. However, upon a showing of excusable neglect, a court
may grant a party’s motion for an extension of up to 21 days if such motion is filed no later than
21 days after the deadline for filing a notice of appeal. (Prior to the December 2009
amendments, and relevant to the instant matter, that time frame was 20 days.)
The Movants’ arguments for reconsideration stem from the Rejection Order or the
Court’s statements in the supporting Opinion. All of the information contained in those
documents was available to the parties immediately upon the issuance of those documents. The
Rejection Order was issued on June 9, 2009 and the supporting Opinion was issued on June 19,
2009. On June 19, 2009, certain dealers filed an appeal to the Rejection Order. Therefore,
pursuant to Fed. R. Bankr. P. 8002(a), as then in effect, the Movants were afforded an additional
10 days from June 19, 2009 to file an appeal. Thus, even accepting their argument that footnote
21 caused them confusion, they had until June 29, 2009 to appeal. Moreover, the Movants could
have availed themselves of Fed. R. Bankr. P. 8002(c)(2) and sought an extension of time to file
an appeal but did not. The Movants did not act until more than six months after the issuance of
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the Rejection Order and supporting Opinion. The Movants each had an opportunity to file a
timely appeal. Having missed the deadline, they cannot use Rule 60(b)(1) as a way to
Further, the Movants had ample time to identify the points that they raise upon issuance
of the Opinion. While the Movants argue that the Court overlooked certain facts and case law,
they then cite to the Court’s reference to the same facts and cases in the Court’s Opinion. In
other words, for the basis of what they allege the Court overlooked, the Movants cite to the
Opinion itself. In substance, the Movants’ argument is simply that they disagree with the
Court’s application of the relevant facts and case law to the matter at issue. Thus, the
Reconsideration Motion is untimely because the asserted basis upon which the motion was filed
was available to the Movants upon issuance of the Rejection Order and the Opinion.
More importantly, on June 9, 2009, the Movants knew the Court’s ruling as set forth in
the Rejection Order, and they knew the content of the record of the case. If the Movants
believed that the ruling was inconsistent with the record, they should have appealed the
Rejection Order at that time. The Court’s subsequently issued Opinion, did not alter the content
Nor do the facts in the instant matter call for the application of a court’s “inherent power”
to vacate or modify previously issued judgments or orders as described in Texlon, Wayne and
Pfister. A motion brought to seek any such relief must be “seasonable” or “diligently” made.
Here, as noted, the case law and the portion of the Court’s Opinion with which the Movants take
issue was available throughout the period during which the Movants could have asserted their
appellate rights. Moreover, as noted, the Movants could have appealed the Rejection Order if
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they believed it was inconsistent with the record. Having missed the deadlines both for filing an
appeal and for filing a Fed. R. Bankr. P. 9023 motion for reargument, the Movants cannot ask
the Court to utilize its inherent power to allow them to circumvent those deadlines. Moreover,
the Movants all received adequate and sufficient notice of the hearing concerning the motion to
reject the dealership agreements. Additionally, the motion was well publicized and discussed
extensively in the earlier-conducted hearing concerning the sale of the Debtors’ assets, in which
many of the dealers participated. Thus, the Movants were given ample opportunity to participate
in the hearing concerning rejection of the dealership agreements and to present their position. As
noted, many dealers did participate and it was a fully contested matter. Any dispute with the
Court’s interpretation should have been addressed by an appeal or by a Fed. R. Bankr. P. 9023
The Movants assert that they brought the Reconsideration Motion within a reasonable
time considering “the immense record of the case, ” the confusion that was allegedly caused by
the footnote with which they take issue, as well as the “complexities of bankruptcy law and the
As previously noted, the Movants arguments stem from the Rejection Order or the
Court’s statements in the supporting Opinion, which was available to the parties immediately
upon the issuance of those documents. The Movants make conclusory statements regarding the
12
The Movants make their arguments concerning reasonable time within the context of their Rule 60(b)(1)
motion alleging mistake by the court. In support of that position, they site to Pioneer Inv. Servs. v. Brunswick
Assocs., 507 U.S. 380 (1993), which they assert does not mention Rule 60(c) and indicates that a motion under Rule
60(b)(1) may be brought within one year. Pioneer, however, dealt with a Rule 60(b)(1) motion based upon a party’s
excusable neglect in failing to file a proof of claim within the time limit prescribed, whereas the instant matter
concerns allegations of judicial error. The Court has already determined that the Second Circuit has established that
a reasonable time for filing a Rule 60(b)(1) motion alleging judicial error is the time frame permitted for an appeal.
Vesco, 556 F.2d at 670 (citing Schildhaus, 335 F.2d at 531). Nevertheless, the Court addresses the reasonable time
issue as a component of its inherent power to reconsider an order.
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extent of the record and discovery in this case without describing how either of those allegations
impacted their ability to file an appeal. Indeed, this Court notes that an appeal was filed by other
parties in interest, which appeal was subsequently dismissed upon the appellants’ motion.
Moreover, if the “immense” nature of either the record or the discovery was the cause of their
delay or if it was engendered by their confusion over the footnote with which they take issue,
there is no explanation as to why they did not take any steps to seek an extension of time within
In addition, the circumstances of the instant matter are unlike those present in the Texlon
case where the court issued an ex parte financing order after conducting a rushed, very limited
hearing at which affected parties did not have the opportunity to attend and express their
viewpoints. Thus, the Texlon court did not have the benefit of those diverse viewpoints. Here,
on the other hand, all the affected parties were provided with adequate and sufficient notice of
the hearing concerning rejection of the dealer agreements and were afforded an opportunity to
participate. Many dealers chose to participate, and this was a fully contested civil matter in
Further, intervening rights will be prejudiced if the judgment is amended to grant the
Movants the relief they seek. The rejection of the dealership agreements limited the estates’
exposure to accruing administrative claims because the Debtors were no longer in the business of
manufacturing automobiles. In reliance on the finality of the Rejection Order, the Debtors
negotiated a budget with their lender for the wind-down of the cases to facilitate confirmation of
a plan of reorganization (the “Plan”). Premised upon the expected size of the administrative
claims, a Plan has been formulated and a disclosure statement related to that Plan approved by
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the Court. Thus, the circumstances do not warrant reconsideration under the Court’s inherent
power.
The Movants also allege that there was a “fraud on the court,” which is not subject to a
time limitation. In that regard, the Movants argue that the Court misstated certain testimony
made by a witness at the Rejection Hearing and thereby exhibited a reckless disregard for the
truth. Specifically, the Movants maintain that, in footnote 21 of the Opinion, by quoting only the
first sentence of a witness’s response to a specific question during the hearing, the Court
misstated the testimony. The Movants further argue that even though the second sentence
contained in the response by the witness was referenced by the Court in footnote 18 of the
Opinion, the parsing of the witness’s testimony into “separate footnotes on two separate pages
[gave] the appearance of two separate questions and two separate answers” and had a
First, the Movants are incorrect that the Court’s Opinion impacted the underlying record
upon which the Court based its Opinion. That underlying record is what it is. If the Movants
disagreed with the Court’s characterization of the facts, the evidence, or the law, they had a
ready avenue for redress in the ability to file an appeal to the Court’s ruling. Any issues that
may have been “addressed through the unimpeded adversary process” are not appropriately
attacked on the basis of fraud upon the court. Thus, any allegation concerning a
mischaracterization of fact, evidence or law, either by the opposing counsel or by the Court does
This flows from the requirement, which applies in the context of a Rule 60(d)(3) motion
for fraud on the court, that a party show that it has been precluded from fully and fairly
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representing its case. As a party can refute its opposing counsel’s characterization during the
adversary process, it has an opportunity to fully and fairly present its case. In the same manner,
a party can challenge a court’s judgment or opinion by either filing an appeal or a timely motion
for reargument. Therefore, such party has an opportunity to fully and fairly present its case and
any alleged mischaracterization does not rise to the level of fraud on the court. Therefore, the
Finally, the additional relief sought by the Movants in the Reconsideration Motion is not
properly before the Court in the context of a motion for reconsideration. In that request, the
Movants seek relief beyond reconsideration of the Court’s Rejection Order and Opinion. A Rule
60 motion is not a basis upon which to seek relief that was not part of the original motion.14
CONCLUSION
Based upon the foregoing, the Court concludes that the request for reconsideration,
pursuant to Rule 60(b)(1), is untimely. The Court further concludes that application of the
Court’s inherent power to grant reconsideration is not warranted under the circumstances.
In addition, because the Movants’ allegations do not rise to the level of fraud on the
13
The Movants also allege that the Debtors committed fraud on the Court by mischaracterizing the record of
the case in the Debtors’ Objection to the Movants’ Reconsideration Motion. If the Movants are raising the issue in
the context of the Rejection Order or the Court’s Opinion, the Objection came after the issuance of those two
documents. Obviously, the Debtors’ characterization of the record in the Objection could not have influenced the
Court’s judgment in issuing the Rejection Order and Opinion. Therefore, in that context, such representations are
not a fraud on the Court. If the representations are raised in the context of the Reconsideration Motion, the Movants
had an opportunity to refute any such characterizations in the context of the Motion to Reconsider and, therefore, the
characterizations do not rise to the level of fraud on the Court.
14
In addition, in the Movants’ response to the Debtors’ objection to the Reconsideration Motion, the
Movants request that the Court strike footnote 13 of the Debtors’ objection and further request that the Court order
Debtors to resubmit their objection without footnote 13. Although a separate motion by Movants would have been
the appropriate procedural means by which to address their request, the Court will treat the request as a motion. The
Debtors are directed to file a response to such motion by February 17, 2010.
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court, the request for reconsideration, pursuant to Rule 60(d)(3), should be denied.
Further, the additional relief sought by the Movants is not properly before the Court and
An Order consistent with the Court’s opinion denying the Reconsideration Motion is
s/Arthur J. Gonzalez
CHIEF UNITED STATES BANKRUPTCY JUDGE
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Appellants are retail car dealers that have had their dealership agreements rejected
by the Debtors in a bankruptcy proceeding before Chief Judge Arthur J. Gonzalez. In an order
dated June 9, 2009, and in a subsequent opinion in support of that order, the Bankruptcy Court
approved the rejection of the dealership agreements. Appellants did not appeal the order or the
opinion. However, approximately six months after the time to appeal expired, Appellants filed a
motion for reconsideration, arguing in part that Chief Judge Gonzalez committed an intentional
fraud on the court by mischaracterizing the testimony of a key witness. Chief Judge Gonzalez
denied the motion on the merits and as untimely. The dealers now appeal the decision denying
the motion for reconsideration. For the reasons stated below, the decision of the Bankruptcy
I. BACKGROUND
network of approximately 3,200 independent retail dealers under various agreements. In the
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bankruptcy proceedings, the Debtors transferred most of those agreements to the post-bankruptcy
entity, “New Chrysler.” The Debtors rejected the agreements with 789 of the retail dealers.
On May 3, 2009, the Debtors moved to approve a buyout by Fiat, Sp.A. (the “Fiat
Transaction”). Hundreds of dealers filed objections to the Fiat Transaction and to a motion to
reject the 789 dealer agreements. On May 27, 28, and 29, the Bankruptcy Court held hearings to
consider the Fiat Transaction and, on May 31, 2009, approved the buyout. On June 4 and June 9,
2009, the Bankruptcy Court held hearings on the objections to the termination of the dealership
agreements. On June 9, 2009, the court issued an order authorizing the Debtors to reject the
dealership agreements (the “Rejection Order”), and on June 19, 2009, issued a written opinion in
support of the Rejection Order (“Rejection Opinion”). In re Old Carco LLC, 406 B.R. 180
The Rejected Dealers had ten days to appeal that order or to request additional
time to file an appeal. See Fed. R. Bankr. P. 8002(a), (c)(2). Neither an appeal nor a motion
requesting additional time was filed. In December 2009, approximately six months after the
Rejection Order and the Rejection Opinion were issued, the rejected dealers filed a motion for
witness’s testimony in a footnote in the Rejection Opinion. On February 2, 2010, Chief Judge
Gonzalez denied the motion. In re Old Carco LLC, 423 B.R. 40 (Bankr. S.D.N.Y. 2010).
II. DISCUSSION
Grace v. Bank Leumi Trust Co., 443 F.3d 180, 187 (2d Cir. 2006). “‘An abuse of discretion
exists where the district court’s decision rests upon a clearly erroneous finding of fact, an errant
conclusion of law, or an improper application of law to fact.’” In re Kurtzman, 220 B.R. 538,
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540 (S.D.N.Y. 1998) (quoting ACLU v. Black Horse Pike Reg’l Bd. of Educ., 84 F.3d 1471,
60(b) “allows extraordinary judicial relief” and “may not be used as a substitute for a timely
appeal.” Nemaizer v. Baker, 793 F.2d 58, 61 (2d Cir. 1986). Rule 60(b)(1), which is
incorporated into the Federal Rules of Bankruptcy Procedure, provides that “on motion and just
terms, the court may relieve a party . . . from a final judgment, order, or proceeding for . . .
mistake, inadvertence, surprise, or excusable neglect.” Rule 60(c) provides that a motion under
Rule 60(b)(1) “must be made within a reasonable time—and . . . no more than a year after the
entry of the judgment or order or the date of the date of the proceeding.”
In denying this part of the motion for reconsideration as untimely, Chief Judge
Gonzalez held:
Appellants also argued that reconsideration was appropriate under Rule 60(d) on
the grounds that Chief Judge Gonzalez perpetrated an intentional fraud on the court by
manipulating a witness’s testimony in the Rejection Opinion. Rules 60(d)(1) and (3) allow a
court, respectively, to “entertain an independent action to relieve a party from a judgment, order,
or proceeding” and “set aside a judgment for fraud on the court.” Rule 60(d) relief is equitable
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in nature. Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117 F.3d 655, 661 (2d Cir. 1997)
(citing Cresswell v. Sullivan & Cromwell, 922 F.2d 60, 71 (2d Cir. 1990)). To establish a claim
under Rule 60(d), the Appellants must “demonstrate that [they] had no adequate remedy at law
or that [their] ‘fault, neglect, or carelessness did not create the situation for which [it] seek[s]
equitable relief.’” LinkCo, Inc. v. Naoyuki Akikusa, 615 F. Supp. 2d 130, 135 (S.D.N.Y. 2009)
Appellants also argue that Bankruptcy Court abused its discretion by failing to
invoke its inherent powers to reconsider the Rejection Opinion. In In re Texlon, the Second
Circuit explained that “a district court sitting in bankruptcy could in its discretion rehear a cause
even after the expiration of the period allowed for appeal ‘if no intervening rights will be
prejudiced by its action.’” 596 F.2d 1092 (2d Cir. 1979) (quoting Wayne United Gas Co. v.
Owens-Illinois Glass Co., 300 U.S. 131, 137-38 (1937)). A motion to reconsider based on the
court’s inherent powers must be “seasonable” or “diligently made.” Wayne United Gas Co., 300
U.S. at 137.
held:
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[T]he case law and the portion of the Court’s Opinion with which
the Movants take issue was available throughout the period during
which the Movants could have asserted their appellate rights.
Moreover, as noted, the Movants could have appealed the
Rejection Order if they believed it was inconsistent with the
record. Having missed the deadlines both for filing an appeal and
for filing a Fed. R. Bankr. P. 9023 motion for reargument, the
Movants cannot ask the Court to utilize its inherent power to allow
them to circumvent those deadlines.
...
Further, intervening rights will be prejudiced if the
judgment is amended to grant the Movants the relief they seek.
conclusion of law, or an improper application of law to fact.’” In re Kurtzman, 220 B.R. at 540
(quoting Black Horse Pike Reg’l Bd. of Educ., 84 F.3d at 1476). Appellants have failed to
explain why this motion was not made earlier, when it would have been timely, or why the
arguments advanced here could not have been raised in a timely appeal. Appellants may not use
the “extraordinary judicial relief” of a motion to reconsider to excuse their failure to timely
appeal the Rejection Order and Opinion. Nemaizer, 793 F.2d at 61; Batac Dev. Corp. v. B & R
Consultants, Inc., No. 98 Civ. 721 (CSH), 2000 U.S. Dist. LEXIS 3695, at *8-9 (S.D.N.Y. Mar.
22, 2000) (citing Competex, S.A. v. Labow, 783 F.2d 333, 335 (2d Cir. 1986); Fleming v. N.Y.
merit. Appellants argue that, in footnote 21 of the opinion in support of the order permitting the
rejection of certain dealer agreements, Chief Judge Gonzalez intentionally mischaracterized the
testimony of a Fiat executive, Alfred Altavilla, in order to rule against the rejected dealers.
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In his June 19, 2009 opinion, Chief Judge Gonzalez paraphrased that portion of Altavilla’s
testimony in footnote 21 in support of a statement that “[i]t is immaterial whether Fiat required
Altavilla testified that although Fiat did not indicate the size of the
restructuring of the dealership network, the number of dealers
involved in the restructuring came out of the application of the
Debtors’ selection methodology. Altavilla also responded
affirmatively to a question regarding whether a dealership network
needed to be restructured for the Fiat Transaction to close, stating
that a “restructuring needs to occur.”
In re Old Carco LLC, 406 B.R. 180, 197 (Bankr. S.D.N.Y. 2009). Footnote 21 fairly and
accurately captured the relevant portion of Altavilla’s testimony. Since the footnote did not
contain a false statement, there could be no fraud on the court. See Workman v. Bell, 245 F.3d
849 (6th Cir. 2001). Appellants failed to establish that the Bankruptcy Court abused its
discretion in denying the motion for reconsideration. Grace, 442 F.3d at 187.
III. CONCLUSION
For the reasons stated above, the order of the Bankruptcy Court, dated February 5,
The motion brought by counsel for Appellants, Pidgeon & Donofrio GP, to
terminate its representation of two dealers, raised for the first time in this appeal, is denied
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APPENDIX E
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NOTICE OF APPEAL
MOTORS INC (#54885); GOLDEN MOTORS (#68423); JOHN HINE Pontiac Mazda
Dodge(#68445); PEN MOTORS INC. (#26517); BOB TAYLOR JEEP INC(#23695); MAURO
INC. (#44615); M&M DODGE, INC. (#59731); SCHOLTES AUTO WORLD (#39834);
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CENTER INC (#45143); SUPERIOR MOTORS INC (#24026); WACO DODGE SALES INC
MOTORS INC (#68399); RUSSO GROUP ENTERPRISES INC (#63391); FOX HILLS
CHRYSLER JEEP INC (#66924); ORLEANS DODGE CHRYSLER JEEP INC (#45231);
(#67535); VAN LIESHOUT & SIMON DODGE (#51825); DRAKE CHRYSLER (#43097);
TENAFLY CHRYSLER JEEP INC (#23109); WYCOFF CHRYSLER INC (#67977); TERRY
CHRYSLER JEEP INC (#67314); SOWELL AUTOMOTIVE INC (#43120); SOUTH SHORE
CHRYSLER (#64030); CIMINO BROTHERS FORD INC (#43961); WILSON DODGE INC
(#59244); GOLICK CHRYSLER JEEP INC (#23492); BRUCE CAMPBELL DODGE INC
and DUVALL CHRYSLER DODGE JEEP INC (#60387); (hereafter, the “Movants”) by and
through counsel of record Stephen Pidgeon and Leo C. Donofrio of Pidgeon & Donofrio GP,
hereby appeal under 28 U.S.C. § 158 and Federal Rule of Bankruptcy Procedure 8001, to the
United States District Court for the Southern District of New York from the: ORDER
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2009 REJECTION ORDER AND THE JUNE 19, 2009 REJECTION OPINION, entered on
The names of all parties to the Reconsideration Order and the names, addresses and
__//Leo C. Donofrio//________________________
Attorneys for Appellants
Leo C. Donofrio, Esq.
Stephen Pidgeon, Esq.
Pidgeon & Donofrio GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774
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APPENDIX F
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NOTICE OF APPEAL
Notice is hereby given that MAURO MOTORS, INC. (#5977); SCOTIA MOTORS
INC (#54885); GOLDEN MOTORS (#68423); PEN MOTORS INC. (#26517); BOB
AUGUSTA DODGE, INC. (#44615); M&M DODGE, INC. (#59731); SCHOLTES AUTO
NOTICE OF APPEAL - 1
PIDGEON & DONOFRIO GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774
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MORGAN AUTO CENTER INC (#45143); SUPERIOR MOTORS INC (#24026); WACO
DODGE SALES INC (#41132); ARCHER CHRYSLER JEEP (#66098); D PATRICK INC
FOX HILLS CHRYSLER JEEP INC (#66924); ORLEANS DODGE CHRYSLER JEEP
BROS MOTOR CO INC (#67535); VAN LIESHOUT & SIMON DODGE (#51825);
BROTHERS FORD INC (#43961); WILSON DODGE INC (#43679); KALMAR MOTOR
INC (#60387); (hereafter, the “Appellees”), hereby appeal to the United States Court of
NOTICE OF APPEAL - 2
PIDGEON & DONOFRIO GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774
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Appeals for the Second Circuit, from the ORDER AFFIRMING THE ORDER OF THE
//STEPHEN PIDGEON //
Stephen Pidgeon, WSBA#25265
Pidgeon & Donofrio GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774 telephone
(425)818-5371 facsimile
stephen.pidgeon@comcast.net
NOTICE OF APPEAL - 3
PIDGEON & DONOFRIO GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774
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10 Debtors.
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12
16
18 10:03 AM
19
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24
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