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Case: 10-3933 Document: 28-1 Page: 1 11/15/2010 146842 31

10-3933
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United States Court of Appeals


FOR THE SECOND CIRCUIT

Docket No. 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,

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CHRYSLER, LLC

Appellee,
_____________________

ON APPEAL FROM THE UNITED STATES DISTRICT COURT


FOR THE SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------
BRIEF FOR THE
REJECTED CHRYSLER DEALERS
----------------------------------------------

Stephen Pidgeon, Attorney


Leo C. Donofrio, Attorney

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

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CORPORATE DISCLOSURE STATEMENT


Pursuant to Fed.R.App.P. 26.1

Pursuant to Fed.R.App.P. 26.1, no publicly traded corporation owns 10% or more of the

stock in any of the corporations or entities of the appellants.

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TABLE OF CONTENTS

Table of Authorities ................................. 5

Statement of Jurisdiction ................................. 8

Statement of Issues Presented for Review ................................. 9

Preliminary Statement ................................. 10

Statement of the Case ................................. 11

Statement of Facts ................................. 13

Procedural History ................................. 14

Standard of Review ................................. 16

Summary of Argument ................................. 17

Argument ................................. 19

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 ? ................................. 19

a. Fraud On The Court By Debtor's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

2. Whether The District Court Erred And Abused


Its Discretion In Dismissing The Rejected Dealers’
Appeal As Untimely? ................................. 25

Conclusion ................................. 30

Certification pursuant to Fed.R.App.P.


32(a)(7)(C) ................................. 31

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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

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) ............................ 26

Batac Dev. Corp. v. B & R Consultants, Inc.


No. 03-948, 2010 WL 45553
at * 2, ___ F.Supp. ___, ____ (D. D.C. 2010) ...................... 26, 27

Bowie v. Maddox
540 F. Supp. 2d 204 –
Dist. Court, Dist. of Columbia 2008 ........................... 29

Bullock v. United States


721 F.2d 713, 718 (10th Cir.1983) ............................ 22

Campaniello Imports, Ltd. v. Saporiti Italia Sp.A.


117 F.3d 655, 661 (2d Cir. 1997) ............................ 27, 28

Competex, S.A. v. Labow


783 F.2d 333, 335 (2d Cir. 1986) ............................ 26, 27

Cooter & Gell v. Hartmarx Corp.


496 U.S. 384, 405, 110 L. Ed. 2d 359,
110 S. Ct. 2447 (1990) ..................................... 17

Envirotech Corp. v. Amstar Corp.


48 F.3d 1237 (Fed. Circ. 1995) ............................... 22

Fleming v. N.Y. Univ.


865 F.2d 478, 484 (2d Cir. 1989) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Gleason v. Jandrucko
860 F.2d at 559 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Grace v. Bank Leumi Trust Co.


443 F.3d 180, 187 (2d Cir. 2006) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Hadges v. Yonkers Racing Corp.


48 F.3d 1320, 1325 (2d Cir. 1995) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29, 30
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Hazel-Atlas Glass Co. v. Hartford-Empire Co.


322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944) ...................... 17, 26, 28, 30

In re Old Car Co.


2010 Bankr. LEXIS 287 (Bankr. S.D.N.Y. 2010) ...................... 17

In re Old Carco, LLC


406 B.R. 180 (Bankr. S.D.N.Y. 2009) ......................... 24

Milanese v. Rust-Oleum Corp.


244 F.3d 104, 110 (2d Cir. 2001) ............................. 17

Nemaizer v. Baker
793 F.2d 58, 61 (2d Cir. 1986) ............................... 27

LinkCo, Inc. v. Naoyuki Akikusa


615 F. Supp. 2d 130, 135-37 (S.D.N.Y. 2009) .................. 28, 29

Linko, Inc., v. Naoyuki Akikusa


2010 U.S. App. LEXIS 3498 (2d. Cir. 2010) .................... 29

Standard Oil Co. of Cal. v. United States


429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976) ................. 17, 26

United States v. Beggerly


524 U.S. 38, 47, 118 S. Ct. 1862,
141 L. Ed. 2d 32 (1998) .................................... 29

Weldon v. United States


225 F.3d 647, 2000 WL 1134358 at *1 (2d Cir. 2000)
(unpublished summary order) ................................ 17

Workman v. Bell
245 F.3d 849, 852 (6th Cir. 2001) ........................... 18, 19, 22

Zervos v. Verizon Wireless New York, Inc.


252 F.3d 163, 168-169 (2d Cir. 2001) ......................... 17

RULES

Fed.R.Civ.P. Rule 60(b) ................................... 27

Fed.R.Civ.P. Rule 60(b)(1) ................................. 12, 13

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Fed.R.Civ.P. Rule 60(b)(3) ................................ 29

Fed.R.Civ.P. Rule 60(c)(1) ................................ 29

Fed.R.Civ.P. 60(d) ...................................... 29

Fed.R.Civ.P.. 60(d)(1) ...................................... 16

Fed.R.Civ.P. 60(d)(3) ................................... 8, 9, 12, 13,

16, 17, 19, 28,

29

Fed. R. Bankr. P. 9024 ..................................... 16

12 James WM.MOORE et al.,


MOORE‟S FEDERAL PRACTICE § 60.21
[4][g] & n.52 (3d ed. 2009) .................................... 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

has appellate jurisdiction pursuant to 28 U.S.C. § 1291.

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STATEMENT OF ISSUES PRESENTED FOR REVIEW

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

at Footnote 21 contained no false statement of fact.

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

purchaser, Fiat/New Chrysler, or the US Government (lender).

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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STATEMENT OF THE CASE

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

BANKRUPTCY COURT, DISMISSING APPELLEE’S MOTION FOR CERTAIN RELIEF,

AND DENYING WITHOUT PREJUDICE COUNSEL’S MOTION TO WITHDRAW.

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,

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, and affirming the June 19, 2009 of the United

States Bankruptcy Court, Southern District of New York, issued by Judge Arthur J. Gonzalez,

OPINION REGARDING AUTHORIZATION OF REJECTION OF ALL EXECUTORY

CONTRACTS AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC DEALERS AND

GRANTING CERTAIN RELATED RELIEF.

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

REJECTED DEALERS’ MOTION FOR RECONSIDERATION OF THE JUNE 9, 2009

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

was restructured for the sale to close.

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)

motion on the merits.

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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):

Q. If this transaction closes without an absolute requirement of a particular number of

dealers that are being terminated, would Chrysler still go through with this deal -- I mean,

rather, would Fiat still go through with this deal?

A. The answer is that a restructure needs to occur. Whether it occurs before or after the

closing of the deal is not a material difference. [Italics added].

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(See App. pg.138; Appendix G, pg. 352)

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,

―...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." (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

obtained, whose statement gives rise to this appeal.

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

Encumbrances, (2) Authorizing The Assumption And Assignment Of Certain Executory

Contracts And Unexpired Leases In Connection Therewith And Related Procedures And (3)

Granting Related Relief.

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

And Granting Certain Related Relief.

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

Movants’ Memorandum In Support Of Motion To Reconsider The Court's June 9, 2009

Rejection Order And June 19, 2009 Rejection Opinion.

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

And June 19, 2009 Rejection Opinion.

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

Include Additional Rejected Dealers As Moving Parties.

Old Car Co then filed their Objection and Brief on January 15, 2010.

On January 22, 2010, Movants filed a Reply To Debtor’s Objection Brief.

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

required to file a notice of appeal.

Appellants then certified the record on appeal on March 2, 2010, fourteen days from the

effective date of the Notice of Appeal.

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

rescheduled for September 8, 2010.

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

Prejudice Counsel’s Motion to Withdraw.

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

Without Prejudice Counsel’s Motion to Withdraw.

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

practice by Fed. R. Bankr. P. 9024. F.R.C.P. 60(d)(3) states:

This rule does not limit a court's power to:

(1) entertain an independent action to relieve a party from a judgment, order, or

proceeding...

(3) set aside a judgment for fraud on the court.

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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

under F.R.C.P. 60(d)(3) was treated by Judge Gonzalez as a motion:

"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.

S.D.N.Y. 2010), or Appendix A, pg. 13.

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

mistaken application of the law or a clearly erroneous finding of fact.")

SUMMARY OF ARGUMENT

On page 5 of Judge Alvin K. Hellerstein's Southern District of New York Opinion

(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;

Appendix D at pg. 6.)

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

statement in Footnote 21. This was a clearly erroneous finding of fact.

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;

Appendix D at pg. 6.)

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

sentence of Footnote 21 states:

“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.' (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

27, 2009 Sale Hearing Transcript at pg. 352:

Q. If this transaction closes without an absolute requirement of a particular number of

dealers that are being terminated, would Chrysler still go through with this deal -- I mean,

rather, would Fiat still go through with this deal?

A. The answer is that a restructure needs to occur. Whether it occurs before or after the

closing of the deal is not a material difference. [Italics added].

(See App. pg. 138; Appendix E pg. 352.)

Altavilla's testimony is clear and unambiguous: it made no material difference if 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

of the District Court's 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."

20
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(See App. pg. 121; Appendix D at pg. 1.)

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.

The chronological series of events is very important as it shows a pattern of fraudulent

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

Reconsider before Judge Gonzalez.

The record clearly and convincingly indicates that the assertion by Judge Gonzalez in

Footnote 21 is unequivocally false. It involves judicial ventriloquism concerning the most

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

Fiat or New Chrysler as a condition precedent to the sale closing.

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

the merits of Footnote 21 in his Opinion on Reconsideration.

Appellants relied upon Workman v. Bell, 245 F.3d 849 (6th Cir. 2001) in support of the

―reckless disregard for the truth‖ standard:

“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

a duty to disclose; 5) that deceives the court.” Workman v. Bell at 852.

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:

―It is thus fraud where the court or a member is corrupted or influenced or

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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machinery is itself enough to establish fraud on the court.

On pg. 2 of the District Court's Opinion, Judge Hellerstein makes a vital third clearly

erroneous finding of fact by stating:

"The motion principally attacks the Bankruptcy Court‟s paraphrasing of a

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

proper paraphrasing of Altavilla's testimony would be that he stated it made no material

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."

That would not be paraphrasing. That would be lying.

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

21 in his Opinion on Reconsideration.

a. Fraud On The Court By Debtor's Counsel.

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

and do not even exist:

"Further, the Dealer Rejection Opinion disproves the Appellants' argument on the

23
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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

Objection Memo at par. 44, pgs. 25-26).

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

195-97 (containing several references to Altavilla's testimony)." (Debtor's Objection Memo 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

impossible here as no such testimony exists.

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

24
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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

as part of the sale transaction.‖

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

of testimony. It is intentional fraud inspired by Footnote 21 of the Rejection Opinion where

Judge Gonzalez also fabricated an assertion which does not exist in the record. The judicial

machinery has therefore been thoroughly defiled.

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 false assertion of Footnote 21 is clearly an egregious judicial miscarriage of justice.

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,

484 (2d Cir. 1989))."

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

to the Supreme Court's holding 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...Furthermore, tampering with the

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

safeguard the public, institutions in which fraud cannot complacently be tolerated

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.

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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,

neither of which addresses fraud on the court.

Judge Hellerstein also relied upon Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117

F.3d 655 (2d Cir. 1997):

"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

fraud on the court was not part of that proceeding:

"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

brought a direct attack seeking rescission of the stipulation of discontinuance based on

allegations that appellees committed fraud in inducing the Settlement Agreement.

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

addressing 'fraud upon the court'--authoriz[ing] an independent action for fraud

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perpetrated upon a party..." Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117 F.3d

655, 661 (2d Cir. 1997) (emphasis added.)

Therefore, Judge Hellerstein's reliance upon Campaniello is clearly erroneous since, in

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

the level of fraud on the court.

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

fast as possible once the fraud was discovered.

Moreover, the fraud on the court was not discovered by Judge Hellerstein, who ruled that

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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

illuminated by The Rejected Dealers’ lower court briefs.

Incredibly, Judge Gonzalez, in his Opinion on Reconsideration, also held that the fraud

upon the court motion was, in fact, not time barred:

"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

"seriously affect the integrity of the normal process of adjudication." Gleason v.

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."

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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

not time barred.

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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Respectfully submitted this 8th day of November, 2011.

// 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

Certification pursuant to Fed.R.App.P. 32(a)(7)(C)

1. This brief complies with the type-volume limitation of Fed.R.App.P

32(a)(7)(B) because:

a. This brief contains 7,396 words, without excluding the parts of the brief

that are exempted pursuant to Fed.R.App.P. 32(a)(7)(B)(iii); and

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);

2. This brief complies with the typeface requirements of Fed.R.App.P.

32(a)(5) and the type size requirements of Fed.R.App.P 32(a)(6) because:

a. This brief has been prepared in a proportionally spaced typeface using

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
---------------------------------------------------------------------------------

United States Court of Appeals


FOR THE SECOND CIRCUIT

Docket No. 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,
_____________________

ON APPEAL FROM THE UNITED STATES DISTRICT COURT


FOR THE SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------
APPENDIX
----------------------------------------------

Stephen Pidgeon, Attorney


Leo C. Donofrio, Attorney

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
Case: 10-3933 Document: 28-2 Page: 3 11/15/2010 146842 139

TABLE OF CONTENTS

A. June 9, 2009, 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, Issued by Judge
Arthur J. Gonzalez.
. . . . .Page 3

B. June 19, 2009, OPINION REGARDING AUTHORIZATION


OF REJECTION OF ALL EXECUTORY CONTRACTS
AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC
DEALERS AND GRANTING CERTAIN RELATED
RELIEF, Issued by Judge Arthur J. Gonzalez.
. . . . . Page 50

C. Feb. 5, 2010, OPINION DENYING REJECTED DEALERS’


MOTION FOR RECONSIDERATION OF THE JUNE 9, 2009
REJECTION ORDER AND THE JUNE 19, 2009 REJECTION
OPINION, Issued by Judge Arthur J. Gonzalez.
. . . . . Page 94

D. Sept. 14, 2010, CORRECTED ORDER AFFIRMING THE


ORDER OF THE BANKRUPTCY COURT, DISMISSING
APPELLEE’S MOTION FOR CERTAIN RELIEF, AND
DENYING WITHOUT PREJUDICE COUNSEL’S MOTION
TO WITHDRAW, Issued by Judge Alvin K. Hellerstein.
. . . . . Page 120

E. Feb. 12, 2010, NOTICE OF APPEAL TO SOUTHERN


DISTRICT OF NEW YORK, Entered by Appellants.
. . . . . Page 128

F. Sept. 30, 2010, NOTICE OF APPEAL TO 2d CIRCUIT


COURT OF APPEALS, Entered by Appellants
. . . . . Page 132

G. May 27, 2009 Hearing Transcript, Testimony of Alfredo


Altavilla at pg. 352.
. . . . . Page 136
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APPENDIX A

3
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UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF NEW YORK

------------------------------------------------------- x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
------------------------------------------------------- x

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

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.

¿0ñä ")'< 0950002090728000000000060


\<½
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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");

THE COURT HEREBY FINDS AND DETERMINES THAT:3

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334.

B. This is a core proceeding pursuant to 28 U.S.C. §§ 157(b) and 1334.

C. Venue is proper in this district pursuant to 28 U.S.C. § 1409.

D. Adequate notice of the Motion and the Hearing and an opportunity to be

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.

E. A waiver of the limitations of Bankruptcy Rule 6006(f)(6) is appropriate

and justified with respect to the Motion.

F. Each of the Rejected Dealer Agreements and the Site Control Agreements

(collectively, the "Rejected Agreements") is an executory contract capable of being rejected

under section 365 of the Bankruptcy Code.

G. As reflected in the notice filed by the Debtors on June 3, 2009 (Docket

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
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Case: 10-3933 Document: 28-2 Page: 7 11/15/2010 146842 139

Purchase Agreement and the Bidding Procedures Order to designate the Rejected Dealer

Agreements for assumption and assignment in the future.

H. The Debtors have implemented a reallocation program under which

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

Dealers Laws upon a termination of a dealership.

I. The rejection of the Rejected Agreements, as set forth herein,

(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

Bankruptcy Code and Bankruptcy Rule 6006.

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

Supremacy Clause of the United States Constitution.

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
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Case: 10-3933 Document: 28-2 Page: 8 11/15/2010 146842 139

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

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.

2. The limitations contained in Bankruptcy Rule 6006(f)(6) are waived with

respect to the Motion.

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

Agreements are rejected, pursuant to section 365 of the Bankruptcy Code.

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

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Case: 10-3933 Document: 28-2 Page: 9 11/15/2010 146842 139

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.

5. Pursuant to sections 365 of the Bankruptcy Code, as a result of the

rejection of the Rejected Dealer Agreements, each Affected Dealer shall have no further rights

(direct, indirect, contractual or otherwise) to act as an Authorized Dealer of the Debtors. As

such, immediately as of the Rejection Effective Date, each such Affected Dealer is no longer

authorized to, among other things:

(a) undertake any advertising, sales, repair or service of any of the


Debtors' Products as an Authorized Dealer under the terms of the
Rejected Dealer Agreements;

(b) hold itself out to any third party as an Authorized Dealer of the
Debtors for any purpose; and

(c) display, distribute or otherwise use any signage, promotional or


other materials bearing or containing the Debtors' trademarks,
tradenames and servicemarks, except that it may use the Debtors'
descriptive brand and vehicle model names solely for the purpose
of identifying and advertising its inventory for sale to the extent
permitted by applicable law for a party that is not an Authorized
Dealer of the Debtors.

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Case: 10-3933 Document: 28-2 Page: 10 11/15/2010 146842 139

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

Debtors' estates, and any objections or defenses thereto.

Dated: New York, New York


June 9, 2009

s/Arthur J. Gonzalez
UNITED STATES BANKRUPTCY JUDGE

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Case: 10-3933 Document: 28-2 Page: 11 11/15/2010 146842 139
EXHIBIT A

DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

1099 LLC VERNON G BUCHANAN DBA VENICE DODGE 44861 DT


750 US 41 BYPASS SOUTH
VENICE, FL 34292

1ST AVENUE CHRYSLER INC KAREN MICKEY DBA MICKEY CHRYSLER DODGE 66637 CDT
1919 DODGE RD NE
CEDAR RAPIDS, IA 52402-2416

23 AUTO GROUP, LLC KEVIN DIPIANO DBA 23 DODGE 45262 DT


1567 STATE RT 23
BUTLER, NJ 07405-1820

A & D AUTO SALES INC ALAN L WEBB DBA ALAN WEBB DODGE 43298 DT
3712 NE 66TH AVE
VANCOUVER, WA 98661

A B C MOTORS INC AARON BEECHER 395 WEST MERRICK RD 67225 CJ


VALLEY STREAM, NY 11580-5243

A L S INC STEVEN R SMITH DBA STEVE SMITH COUNTRY 23913 J


6372 W SUNSET AVENUE
SPRINGDALE, AR 72762-0760

ABRAHAM BUICK INC NICHOLAS M ABRAHAM DBA ABRAHAM CHRYSLER-JEEP 67561 CJ


1111 BROAD STREET
ELYRIA, OH 44035

ADAMS FORD COMPANY LEWIS W ADAMS JT DBA ADAMS CHRYSLER COMPANY 42856 DTCJ
HIGHWAY 84 EAST
LOGANSPORT, LA 71049

ALEXANDRIA MOTOR COMPANY WESLEY RYDELL DBA ALEXANDRIA JEEP 26792 J


2700 S. WASHINGTON
GRAND FORKS, ND 58201

ALLEN SAMUELS ENTERPISES MIKE LOWRY DBA ALLEN SAMUELS DODGE 45068 DT
ALLEN SAMUELS AUSTIN DODGE 301 OWNE LANE
INC WACO, TX 76710

ALLEN SAMUELS ENTERPRISES MIKE LOWRY 301 OWNE LANE 68550 CJ


ALLEN SAMUELS CHRYSLER JEEP 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

AMARAL MOTORS INC DANIEL AMARAL 40 SO MAIN ST 63966 C


NEWTOWN, CT 06470

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

ANTWERPEN CHEVROLET LTD JACOB M ANTWERPEN DBA ANTWERPEN DODGE 44434 DT


9420 LIBERTY RD
RANDALLSTOWN, MD 21133

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
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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 CHRYSLER-PLYMOUTH INC ROBERT P ARCHER DBA ARCHER CHRYSLER-PLYMOUTH-JEEP- 66098 CJ


11614 SOUTHWEST FREEWAY
HOUSTON, TX 77031-3696

ARCHER DODGE INC ROBERT P ARCHER SR 12053 SOUTHWEST FREEWAY 43928 DT


STAFFORD, TX 77477

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

AUGUSTA DODGE INC PETER W MANKINS 1886 GORDON HIGHWAY 44615 DT


AUGUSTA, GA 30904-5658

AUTO NATION MICHAEL E MAROONE DBA MAROONE DODGE OF MIAMI 43776 DT


DODGE LLC 110 SE 6TH ST.
FT. LAUDERDALE, FL 33301

AUTO NATION MICHAEL E MAROONE DBA COURTESY CHRY-JEEP OF CASSELBERRY 23984 JC


FIRST TEAM JEEP-EAGLE-CHRY- 110 SE 6TH ST.
PLYM FT. LAUDERDALE, FL 33301

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 NATION MICHAEL E MAROONE DBA COURTESY CHRYSLER JEEP OF 68166 CJ


METRO CHRYSLER JEEP INC SANFORD
110 SE 6TH ST.
FT. LAUDERDALE, FL 33301

AUTO NATION MICHAEL E MAROONE 110 SE 6TH ST. 44212 DTCJ


MILLER-SUTHERLIN AUTOMOTIVE FT. LAUDERDALE, FL 33301
LLC

AUTO NATION MICHAEL E MAROONE DBA GO DODGE SOUTHWEST 44148 DT


SOUTHWEST DODGE LLC 110 SE 6TH ST.
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

AUTOCAL, LLC DENNIS E HECKER DBA PENINSULA DODGE 45150 DT


640 VETERANS BOULEVARD
REDWOOD CITY, CA 94063

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
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Case: 10-3933 Document: 28-2 Page: 13 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

AUTOMOBILE INTERNTL CORP ANTHONY J MICHEL II DBA RUTLAND DODGE 43683 DT


ROUTE 7
NORTH CLARENDON, VT 05759

AUTONATION - BLEDSOE DODGE MICHAEL E MAROONE DBA BANKSTON DODGE OF GRAND PRAIRIE 41548 DT
LLC 110 SE 6TH ST.
FT. LAUDERDALE, FL 33301

AXELROD CHRY-DODGE-JEEP INC NELSON E AXELROD 900 BROAD ST 42691 DTCJ


WADSWORTH, OH 44281-9073

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

B.G.R., LLC GILBERT L DANNEHOWER DBA DELAND DODGE 45228 DT


2322 S WOODLAND BLVD
DELAND, FL 32720

BALLARD'S OF CLINTON, INC. CHARLES M MCKINSEY DBA MCKINSEY MOTOR COMPANY 67904 CDTJ
INTERSTATE 40 & HIGHWAY 183
CLINTON, OK 73601

BALLENGER AUTOMOBILE CO STEVEN H MCCANN 12 ROBERTS STREET 58166 DTCJ


SANFORD, ME 04073-3998

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

BARRY DODGE INC ANDREW RIEXINGER 4579 S MAIN ST 57709 DTCJ


BROCKPORT, NY 14420

BATTLEFIELD MOTORS, LLC STEPHEN FAY DBA BATTLEFIELD JEEP 26748 J


1300 RICHMOND ROAD
CHARLOTTESVILLE, VA 22911

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

BEACON SALES INC ELDON D HOWE 1285 LANSING RD 38513 CDTJ


CHARLOTTE, MI 48813-8402

BECKMAN MOTOR CO INC ALBERT E BECKMAN PENN AVE AND SCHOOL WAY 8434 C
MT OLIVER, PA 15210

BEECHER INC DEAN R BEECHER HWY 59 SOUTH 68962 CDTJ


SHENANDOAH, IA 51601

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
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Case: 10-3933 Document: 28-2 Page: 14 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

BEHREND GARAGE INC ALTON R IMMEL DBA IMMEL MOTORS 43862 DT


1279 S US HIGHWAY 87
FREDERICKSBURG, TX 78624-5283

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

BENNETT AUTOPLEX INC RALPH BENNETT 651 SOUTH OHIO 23650 J


SALINA, KS 67401-3395

BENSON MOTOR INCORPORATED CARL E BENSON 100 S 16TH ST 43970 DT


AMES, IA 50010-8010

BERGEY'S INC KEVIN R BERGEY DBA BERGEY'S DODGE 44755 DT


1201 N BROAD ST
LANSDALE, PA 19446

BERLIN CHRYSLER INC LAWRENCE I GORIN 94 W WHITE HORSE PIKE 65052 C


BERLIN, NJ 08009-1290

BERO MOTORS INC ROBERT J BERO 5273 HIGHWAY 2 AND 41 23756 J


ESCANABA, MI 49829

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

BIEGLER'S INC STEVE BIEGLER 1502 6TH AVE SW 23661 J


ABERDEEN, SD 57401-3703

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").
Page 4 of 40
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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 KAVIC CHRYSLER PLYMOUTH ROBERT J KAVIC ROUTE 28 26301 JCDT


DODGE HERKIMER, NY 13350-1044

BOB LUEGERS MOTORS INC ROBERT T LUEGERS 1050 WERNSING RD 23723 J


JASPER, IN 47546-8129

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 IN JACKSONVILLE INC ROBERT R RIDINGS 1110 W MORTON 26649 J


JACKSONVILLE, IL 62650

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

BOLLINGER'S INC BILL F BESEMER 208 LINCOLN AVENUE 25078 DTCJ


LAKEVIEW, MI 48850-9779

BONDY'S FORD INC FRANCES BONDY DBA BONDY'S JEEP 23934 J


3615 ROSS CLARK CIRLCE
DOTHAN, AL 36303

BOUCHER IMPORTS INC FRANK A BOUCHER DBA FRANK BOUCHER CHRYSLER 68396 C
4141 S. 108TH STREET HWY 100
GREENFIELD, WI 53228

BOWEN BROS. ALFRED FULLER 31 PARK ST 23037 J


LIVERMORE FALLS, ME 04254-1319

BOWLING GREEN LINCOLN- CARL E HEFFERNAN JR DBA BOWLING GREEN JEEP 23380 J
MERCURY, 1079 N MAIN ST
BOWLING GREEN, OH 43402-1302

BP AUTOMOTIVE, LP. SCOTT BOSSIER DBA BOSSIER DODGE 60254 CDT


2405 N. INTERSTATE 35E
WAXAHACHIE, TX 75165

BRAEGER CHRYSLER JEEP TODD M REARDON 6133 S 27TH ST 68383 CJ


MILWAUKEE, WI 53221-4836

BREHM GROUP INCORPORATED DAVID C LIVINGSTON DBA RUSSWOOD CHRYSLER 68069 C


8350 O STREET
LINCOLN, NE 68510-2676

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 5 of 40
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Case: 10-3933 Document: 28-2 Page: 16 11/15/2010 146842 139
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

BRUCE CAMPBELL DODGE INC BRUCE A CAMPBELL 14875 TELEGRAPH 43102 DT


REDFORD, MI 48239

BUD BROWN CHRYSLER INC PHILLIP J BROWN 9101 METCALF 62529 C


OVERLAND PARK, KS 66212-1499

BUD CLARY JAMES E CLARY DBA BUD CLARY JEEP 24145 J


961 COMMERCE AV
LONGVIEW, WA 98632

BUDDY JONES FORD LINCOLN JAMES A JONES DBA BUDDY JONES CHRY-PLYM-DODGE-JEEP 68500 CDTJ
MERCURY 1601 HIGHWAY 82 WEST
GREENWOOD, MS 38930

BURGUNDER MOTORS INC GREGORY E BURGUNDER 3000 WASHINGTON PIKE 56634 DT


BRIDGEVILLE, PA 15017

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

BUTTS PONTIAC-CADILLAC INC DONALD C BUTTS DBA BUTTS JEEP-EAGLE 24190 J


4 HEITZINGER PLAZA
SEASIDE, CA 93955-3613

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

BYRNE MOTORS INC MARTHA H BYRNE 331 WEST BROADWAY 6413 CJ


PRINCETON, IN 47670-2001

C F SCHWARTZ MOTOR CO INC ROBERT A SCHWARTZ 1536 N DUPONT HWY 8789 C


DOVER, DE 19901

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").
Page 6 of 40
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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

CARDENAS MOTORS INC R E CARDENAS 1500 NORTH EXPRESSWAY 42753 DT


BROWNSVILLE, TX 78521

CARLISLE CHEVROLET COMPANY F BLANKENBECKLER III DBA CARLISLE JEEP 23904 J


INC IH 35E AND US 287 BYPASS
WAXAHACHIE, TX 75165

CARLSONS MOTOR SALES INC BERGER H CARLSON 13 MANCHESTER ST 65085 C


CONCORD, NH 03301-5106

CARMACK CAR CAPITAL, INC GARY W KNIGHT 3722 N VERMILION ST 66769 CJ


DANVILLE, IL 61832-1266

CARSON AUTOMOTIVE INC LAWRENCE AXELROD DBA CARSON JEEP 26667 J


3390 S CARSON ST
CARSON CITY, NV 89701-5537

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

CASCADE CHEVROLET COMPANY STEPHEN J BALDOCK DBA CASCADE AUTOCENTER 26488 J


150 EASY STREET
WENATCHEE, WA 98801

CEDRIC THEEL INC CEDRIC K THEEL 3955 TRENTON DR. 43145 DT


BISMARCK, ND 58503

CENTURY DODGE INC COLEEN A MCDONALD 13500 TELEGRAPH ROAD 42189 DT


TAYLOR, MI 48180-4691

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

CHILSON INC BERNARD J CHILSON 3443 HWY 93 SOUTH 23672 J


EAU CLAIRE, WI 54701

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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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

CITY MOTORS INC LEONARD B CRANFORD 1601 WESTOVER TERRACE 24013 J


GREENSBORO, NC 27408-7199

CLARKSTON MOTORS INC C L FORTINBERRY II DBA CLARKSTON CHRY-JEEP 67545 CJ


8105 BIG LAKE RD
CLARKSTON, MI 48346

CLASSIC AUTOMOTIVE, INC OLIN W BRYANT DBA CLASSIC AUTOMOTIVE, INC 26386 J
1645 2ND AVENUE NORTHWEST
CULLMAN, AL 35055

CLAUDE DEBEAUX INC HENRY C DEBEAUX,III HIGHWAY 1 SO 66657 CDTJ


VIVIAN, LA 71082

CLAY DILLAHUNTY'S TRI-CTY WM C DILLAHUNTY 17825 HIGHLAND DRIVE 42961 DTCJ


MOTOR CO MCKENZIE, TN 38201-2201

CLAYTON AMERMAN INC ROGER D RUBRIGHT 163-165 MAIN STREET 53696 DT


PEAPACK, NJ 07977

COLEMAN AUTO GROUP, INC. WILLIAM R KENDALL DBA COLEMAN JEEP 26424 J
1710 N OLDEN AVE
TRENTON, NJ 08638-3102

COLEMAN CHRY-JEEP INC WILLIAM R KENDALL 917 ROUTE 130 68796 CJ


HIGHTSTOWN, NJ 08520

COLONIAL DODGE INC DARRYL PAVLIK 24211 GRATIOT AVENUE 57042 DT


EASTPOINTE, MI 48021-3387

COLONIAL DODGE INC JOHN J FITZGERALD JR 11411 ROCKVILLE PIKE 58697 DT


KENSINGTON, MD 20895-1089

COLUMBIA FORD-MERCURY- WILLIAM R SARI DBA COLUMBIA CHRYSLER-PLYMOUTH 68240 C


LINCOLN INC 700 SEVENTH AVENUE
LONGVIEW, WA 98632

COLUMBUS MOTOR COMPANY L T YOUNGER 2302 MAIN ST 61769 C


COLUMBUS, MS 39701-6048

COMPASS DODGE INC BRUCE BENDELL 199 CENTRAL AVENUE 42603 DT


ORANGE, NJ 07050

CONSOLIDATED MOTOR MITCHELL N RASHID DBA LOGAN CHRYSLER JEEP DODGE 67281 CDTJ
HOLDINGS, LLC ROUTE 44 SOUTH
LOGAN, WV 25601

CONTI CAUSEWAY FORD DAVID C WINTRODE DBA CAUSEWAY JEEP 26540 J


ROUTE 72 EAST
MANAHAWKIN, NJ 08050-3391

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

COUNTRY MOTORS, INC. RONALD CAPASSO DBA BOB'S DODGE 45317 DT


756 NEW HAVEN RD
NAUGATUCK, CT 06770-4782

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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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

COURTESY DODGE INC BRUCE S BULLOCK 2210 E WALNUT AVE 68140 DT


DALTON, GA 30721-4528

COURTESY MOTORS AUTO RONALD L FARIA 2522 COHASSET RD 24178 JC


CENTER INC CHICO, CA 95973-1307

COURTESY NISSAN,INC DALE D ZUDE DBA COURTESY CHRYSLER-JEEP 26294 JC


2301 39TH AVENUE
MOLINE, IL 61265-7257

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

CREST DODGE INC RICHARD FITZPATRICK JR 175 AMITY ROAD 44572 DT


WOODBRIDGE, CT 06525

CRESTMONT CHRYSLER JEEP, LLC JAY J PARK DBA CRESTMONT CHRYSLER JEEP, LLC 60236 CJ
25855 CHAGRIN BLVD
BEACHWOOD, OH 44122-4224

CROSS JEEP INC CHALMERS J CROSS 1312 EAST JACKSON 23606 J


MACOMB, IL 61455-2593

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

D PATRICK INC MICHAEL J O'DANIEL 250 N GREEN RIVER RD 23717 J


EVANSVILLE, IN 47715-2406

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

DAVID E SUTTON DAVID E SUTTON DBA JOHN T SUTTON 64968 CDTJ


ROUTE 360
ST STEPHENS CHURCH, VA 23148

DAVIS CHRYSLER INC LARRY D DAVIS HWY 76 WEST 44201 DTCJ


AVA, MO 65608

DAVIS DODGE-CHRYSLER JEEP INC EDWARD J DAVIS SR ROUTE #3 59573 DTCJ


KILMARNOCK, VA 22482

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

DEPENDABLE DODGE INC WILLIAM J RUSSO 1440 U S #1 57555 DT


VERO BEACH, FL 32960

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

DODGE CITY MOTORS INC LARRY G ESTES 1300 VANDIVER DR 43855 DT


COLUMBIA, MO 65202-1925

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 10 of 40
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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

DOMINIC CONDINO MOTORS IN JAMES F CONDINO 229 STATE ST 64099 CDTJ


CARTHAGE, NY 13619-1427

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

DOWNER MOTOR CO INC WALTER J DOWNER JR 10 FRONT STREET 54196 DCT


ELMER, NJ 08318-0564

DRAKE CHEVROLET-OLDS- R D DRAKE DBA DRAKE CHRY-PLYM-DODGE-JEEP 43097 DTCJ


PONTIAC INC 912 NORTH MAIN STREET
MONTICELLO, KY 42633-1598

DRAPER CHEVROLET COMPANY ROBERT T DRAPER DBA DRAPER DODGE 44571 DT


4200 BAY ROAD
SAGINAW, MI 48603

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

DUVAL MOTORCARS OF WILLIAM M STANTON DBA DUVAL MOTORCARS 26759 J


GAINESVILLE, 3525 NW 97TH BLVD
GAINESVILLE, FL 32606-5062

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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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

EASTLAND COUNTY AUTOMOTIVE GAINES STANLEY DBA STANLEY 45416 DTCJ


1310 E MAIN ST
EASTLAND, TX 76448-3021

ED NAPLETON AUTO GROUP EDWARD F NAPLETON 1 EAST OAK HILL DR. SUITE 100 43808 DT
ED NAPLETON DODGE INC WESTMONT, IL 60559

ED PAYNE MOTORS EDWIN M PAYNE DBA ED PAYNE JEEP-EAGLE 26447 J


INCORPORATED 1101 SOUTH COMMERCE
HARLINGEN, TX 78550

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

EDINBURG MOTORS INC HOUSTON R MILLER JR 517 NORTH MAIN 23319 J


EDINBURG, VA 22824

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

EJE, INC. JAMES E CROWLEY DBA NORTH COUNTY JEEP 26579 J


1501 AUTO PARK WAY SOUTH
ESCONDIDO, CA 92029

EL DORADO MOTORS INC STANLEY V GRAFF DBA EL DORADO CHRYSLER JEEP 68399 CJ
2110 N CENTRAL EXPY
MCKINNEY, TX 75070-3744

ELHART DODGE INC JEFFREY L ELHART 870 CHICAGO DRIVE 43251 DT


HOLLAND, MI 49423-3006

ELHART PONTIAC-GMC TRUCK INC WAYNE J ELHART DBA ELHART JEEP INC 23405 J
822 CHICAGO DR
HOLLAND, MI 49423-3006

ELM AUTO SALES INC CARL A SIGNORE JR 23 KEARNY AVENUE 23127 DT


KEARNY, NJ 07032-2389

ENFIELD CHRY-PLY INC DANA W MILLER 907 ENFIELD ST 62255 C


ENFIELD, CT 06082-3698

ENGLE-RISSINGER AUTO GROUP ROBERT L MEREDITH 1661 N RIVER 26561 J


INC HALIFAX, PA 17032

EPP'S CHEVROLET COMPANY THOMAS N EPPERSON DBA EPP'S JEEP 26148 J


1935 US 25 EAST
MIDDLESBORO, KY 40965

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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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

EVANSVILLE CHRYSLER INC DOUGLAS L DUELL 4000 E DIVISION ST 66101 C


EVANSVILLE, IN 47715-8608

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

FACTOR MOTORS INC GARY J FACTOR 112 E MINNESOTA ST 6504 CJ


LE CENTER, MN 56057-1504

FAIRVIEW CHRYSLER JEEP INC HAROLD E DOWNEY 7589 WEST RIDGE RD 8711 CJ
FAIRVIEW, PA 16415-1016

FALVEY'S INC TIMOTHY D FALVEY 471 OCEAN AVE 23067 JC


NEW LONDON, CT 06320-4502

FAWS GARAGE CALVIN H FAW MAIN STREET 62044 CDT


ARAPAHOE, NE 68922

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

FITZGERALS AUTOMOITVE JOHN FITZGERALD JR DBA FITZGERALD'S COUNTRYSIDE JEEP 26309 JC


FITZGERALD MOTORS INC 11411 ROCKVILLE PIKE
KENSINGTON, MD 20895

FLANAGAN'S INC LARRY M FLANAGAN DBA FLANAGAN'S JEEP-EAGLE 24148 J


1700 STEPHENS AVENUE
MISSOULA, MT 59801-5693

FLANDREAU MOTORS INC TERRY SCHULTE HWY 32 WEST 68497 CDTJ


FLANDREAU, SD 57028

FLETCH'S INC MARGARET JOHNSON 805 CHARLEVOIX AVENUE 23423 J


PETOSKEY, MI 49770-2255

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").
Page 13 of 40
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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

FRAHER CHRYSLER-PLYMOUTH HAROLD E FRAHER 301 SOUTH LADD 66921 CJ


PONTIAC, IL 61764-1611

FRANK KENT DODGE, LLC WILLIAM P CHURCHILL DBA FRANK KENT DODGE, LLC 45402 DT
3435 W LOOP 820 S
FORT WORTH, TX 76116-6646

FRED PILKILTON MOTORS ESTATE OF FRED 420 W WOODARD 56822 DT


PILKILTON DENISON, TX 75020-3139

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 II LLC DONALD C FORMAN DBA UNITED DODGE 45336 DT


5750 SKY POINTE DR
LAS VEGAS, NV 89130-4985

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

GAINESVILLE DODGE ARTHUR SULLIVAN 3000 NORTH MAIN STREET 41562 DT


RALLYE MOTORS INC GAINESVILLE, FL 32609

GANLEY MANAGEMENT THOMAS D GANLEY 13215 DETROIT AVENUE 62224 CJ


GANLEY CHRYSLER-JEEP INC LAKEWOOD, OH 44107

GANLEY MANAGEMENT THOMAS D GANLEY 13215 DETROIT AVENUE 43117 DT


GANLEY DODGE WEST INC LAKEWOOD, OH 44107

GANLEY MANAGEMENT THOMAS D GANLEY 13215 DETROIT AVENUE 44945 DT


GANLEY EAST INC LAKEWOOD, OH 44107

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

GEORGE MOTOR COMPANY HAROLD J GEORGE JR 315 WASHINGTON 59600 DTCJ


CLYDE, KS 66938-9998

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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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

GIL'S JEEP INC DENNIS T GUILFOYLE 50 PORTSMOUTH AVE 23034 J


STRATHAM, NH 03885-2523

GLYNN SMITH CHEVROLET, INC. GLYNN E SMITH DBA GLYNN SMITH JEEP 23949 J
600 COLUMBUS PKWY
OPELIKA, AL 36801-5934

GOLDEN MOTORS INC ROBERT E GOLDEN DBA VENICE CHRYSLER 68423 C


1550 S TAMIAMI TRAIL
VENICE, FL 34293-1000

GOLDSBORO CHRY-DODGE-JEEP HAL M HOWARD 604 HIGHWAY 70 EAST BY-PASS 68900 CDTJ
INC GOLDSBORO, NC 27530

GOLICK CHRYSLER-JEEP INC JAMES L GOLICK HIGHLAND & SEVENTH ST 23492 JC


PITCAIRN, PA 15140

GRAFT CHRY-DODGE-JEEP INC DOUGLAS A GRAFT 301 NORTH BROADWAY ST 41555 DTCJ
SCOTTDALE, PA 15683-1552

GRAFTON DODGE INC L A JULIEN JR 6326 GEORGE WASHINGTON HWY 44803 DT


GRAFTON, VA 23692

GRAHAM DEALERSHIP COMPANIES JAMES F GRAHAM DBA GRAHAM JEEP 26407 J


INC 1515 W FOURTH STREET
MANSFIELD, OH 44906-1840

GRAVES PONTIAC-CHEVROLET- RONALD W GRAVES DBA GRAVES MOTORS 42370 DTCJ


BUICK INC 4040 NORTH FIRST
MILAN, TN 38358

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").
Page 15 of 40
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Case: 10-3933 Document: 28-2 Page: 26 11/15/2010 146842 139
DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

GUETTERMAN MOTORS INC JACK C GUETTERMAN JR 2210 SYCAMORE ST 64494 CDTJ


CAIRO, IL 62914-1640

GUNNING MOTORS INC JOHN R GUNNING DBA MANASSAS DODGE 43866 DT


9020 LIBERIA AVE
MANASSAS, VA 20110-5322

GURLEY-LEEP DODGE INC MICHAEL R LEEP 215 WEST DOUGLAS 44188 DTCJ
MISHAWAKA, IN 46545

H E WAGNER MOTOR SALES CO ROGER PAVLIK 76 VALLEY PIKE 54231 DT


JOHNSTOWN, PA 15905-4191

HAHN MOTOR COMPANY STEPHEN C HAHN 1201 S 1ST ST 9066 C


YAKIMA, WA 98901-3501

HAIGLER ENTERPRISES LLC CHARLES B HAIGLER III DBA GREENVILLE MOTOR COMPANY 42910 DTCJ
169 INTERSTATE DRIVE
GREENVILLE, AL 36037

HAMILTON CHRYSLER INC IRVING F ROTH 1240 HIWAY 33 64980 C


HAMILTON SQUARE, NJ 08690

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

HARDEN CHEVROLET CO NED W HARDEN DBA HARDEN CHRYSLER 67121 C


324 W MAIN ST
CIRCLEVILLE, OH 43113

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 GREEN CHEVROLET INC HARRY L GREEN JR U S ROUTE 50 EAST 23259 J


CLARKSBURG, WV 26301

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

HARVEY M HARPER CO HARVEY G HARPER DBA HARPER JEEP COUNTRY 24181 J


4800 HWY 101 NORTH
EUREKA, CA 95503

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

HENDRICKSON ENTERPRISE IN VERA KLIPPEL 3144 W HIGHWAY 62 66185 CDTJ


BOONVILLE, IN 47601-9592

HERITAGE CHRY-JEEP INC KAY CHURCH 802 W JACKSON 26715 JC


OZARK, MO 65721

HERTCO INCORPORATED FREDERICK W HERTRICH DBA HERTRICH JEEP 26482 J


III 1378 S DUPONT HWY
DOVER, DE 19901-4404

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 16 of 40
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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

HOLDIMAN MOTOR INC THOMAS A HOLDIMAN 4325 UNIVERSITY AVENUE 66086 CJ


CEDAR FALLS, IA 50613-6217

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

HYSEN-JOHNSON FORD INC PERRY J FALK DBA PERRY JEEP 24122 J


12200 LOS OSOS VALLEY RD
SAN LUIS OBISPO, CA 93405

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

ISLAND JEEP INCORPORATED JAMES T ANDERER DBA ISLAND JEEP-EAGLE 26272 J


1 EAST MONTAUK HIGHWAY
LINDENHURST, NY 11757-5833

J O STEVENSON INC. JOHN O STEVENSON DBA STEVENSON CHRYSLER JEEP 26451 JC


1805 N MARINE BLVD
JACKSONVILLE, NC 28546-6555

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").
Page 17 of 40
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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

JAMES W HALTERMAN JAMES W HALTERMAN DBA HALTERMAN'S AUTO RANCH 23230 J


INCORPORATED 400 ANALOMINK RD, ROUTE 447
EAST STROUDSBURG, PA 18301

JANZEN, INC. JERRY L JANZEN DBA JANZEN JEEP 26531 J


2602 N VAN BUREN ST
ENID, OK 73703-1712

JCMC INCORPORATED JAMES B CLARK DBA JIM CLARK AUTO CENTER 26412 J
911 GOLDENBELT BOULEVARD
JUNCTION CITY, KS 66441-1727

JEEP-EAGLE 17 INCORPORATED LEIGH E RZASA 633 N RTE 17 26371 J


PARAMUS, NJ 07652-3110

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

JELMAC LLC RON JELLING DBA WESTWOOD CHRYSLER JEEP 60014 JC


20 KINDERKAMACK
WESTWOOD, NJ 07675-1720

JENSEN'S INC LARRY D JENSEN 218 SOUTH MAIN 44399 DTCJ


FAIRVIEW, OK 73737

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").
Page 18 of 40
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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 QUADEN DODGE INC JOHN QUADEN W 127 E WISCONSIN 58391 DT


OKAUCHEE, WI 53069

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

JTW ENTERPRISES INC FRANK A PEARSON DBA PEARSON DODGE 67125 DT


11701 MIDLOTHIAN PIKE
MIDLOTHIAN, VA 23113-2646

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 19 of 40
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Case: 10-3933 Document: 28-2 Page: 30 11/15/2010 146842 139
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

KETCHAM MOTORS INC CHARLES V VOORHIS 1148 MAIN STREET 63811 C


FISHKILL, NY 12524

KEY BUICK-PONT-AMC INC DAVID J KEHOE DBA KEY DODGE 42569 DT


3700 16TH STREET
MOLINE, IL 61265

KEYSTONE CHRYSLER INC THOMAS P DOHERTY 6819 JOHNSON DRIVE 68749 C


MISSION, KS 66202

KEYSTONE DODGE INC CHARLES E MERRILL IV 2350 LEHIGH ST 41281 DT


ALLENTOWN, PA 18103-4703

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

KINGSTON DODGE INC CHARLES W POMPEY DBA POMPEY DODGE 58664 DT


303 WYOMING AVENUE
KINGSTON, PA 18704-3587

KIRBY OLDSMOBILE JOHN W KIRBY DBA JEEP OF VENTURA 24101 J


6424 AUTO CENTER DR
VENTURA, CA 93003-7210

KIRCHNER CHRY-DODGE-JEEP LLC RALPH KIRCHNER 1968 OLD ROUTE 17 44963 DTCJ
ROSCOE, NY 12776

KIRK JACKSON MOTOR CO JAMES K JACKSON 1130 S COLORADO ST 59524 DCT


LOCKHART, TX 78644-3422

KITAGAWA MOTORS INC ROY M KITAGAWA DBA ISLAND DODGE 57812 CDTJ
110 SOUTH HANA HIGHWAY
KAHULUI, HI 96732-2399

KOBZA MOTORS, INC. VACLAV J KOBZA 566 E STREET 67102 CDTJ


DAVID CITY, NE 68632

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

KOTBY ENTERPRISES INC MOHAMED G KOTBY DBA KOTBY MOTORS 67558 CDTJ
969 N 3RD ST
LARAMIE, WY 82072-2509

KOVATCH BUICK-OLDSMOBILE JOHN J KOVATCH JR DBA KOVATCH JEEP 23235 J


423 WEST CATAWISSA ST
NESQUEHONING, PA 18240

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

LAHM INC RICHARD E LAHM 119 N BROADWAY ST 58492 DTCJ


SUGARCREEK, OH 44681

LAKEFOREST CHRYSLER JEEP, INC JOHN J FITZGERALD JR DBA LAKEFOREST CHRYSLER JEEP, INC 66264 CJ
11411 ROCKVILLE PIKE
KENSINGTON, MD 20895

LAKELAND OLDSMOBILE-PONTIAC- RONALD J REITER DBA LAKELAND JEEP 23782 J


GMC N48W36216 WISCONSIN AVE
OCONOMOWOC, WI 53066-3257

LAKES CHRYSLER JEEP LIMITED ALAN SILBERBERG 36 LACONIA RD 26448 JC


BELMONT, NH 03220-3202

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

LAKEWOOD CHRY-PLYM INC ALAN SPITZER DBA SPITZER-LAKEWOOD 62147 CJ


150 EAST BRIDGE STREET
ELYRIA, OH 44035

LANCASTER DODGE CHRYSLER KAREN W HADDAD DBA LANCASTER DODGE CHRYSLER JEEP, INC 45133 DTCJ
JEEP, INC 1277 GREAT FALLS HIGHWAY
LANCASTER, SC 29720

LARRY MENKE INC DOUGLAS A GRAHAM 6 HEITZINGER PLAZA 66860 C


SEASIDE, CA 93955-3613

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").
Page 21 of 40
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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 COUNTY AUTOMOTIVE GAINES B STANLEY DBA STANLEY 60309 CDTJ


PRODUCTS LLC 2072 W AUSTIN ST
GIDDINGS, TX 78942-5794

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

LEE PONTIAC-OLDS-GMC TRUCK, GARY E LEE JR DBA LEE JEEP 23936 J


INC. 235 MIRACLE STRIP PKWY SW
FORT WALTON BEACH, FL 32548-6616

LEFTA INCORPORATED GARRETT GIOULOS DBA PREMIER CHRYSLER JEEP 26381 JC


6936-6955 WEST GRAND AVENUE
CHICAGO, IL 60707

LEGLUE AUTOMOTIVE INC GERALD J LEGLUE 4601 COLISEUM BLVD 26548 JC


ALEXANDRIA, LA 71303-3518

LENIHAN JEEP, INC. THOMAS D LENIHAN DBA LENIHAN JEEP 23185 J


ROUTE 73 SOUTH
MARLTON, NJ 08053

LESKOVAR LINCOLN-MERCURY INC THEODORE S LESKOVAR DBA LESKOVAR JEEP-EAGLE 24143 J


3020 WEST CLEARWATER
KENNEWICK, WA 99336

LEWIS EAST OAK HILL JAMES A DAVIS DBA LEWIS JEEP 26584 J
CORPORATION 830 E MAIN ST
OAK HILL, WV 25901

LEWIS GOODMAN INC ESTATE OF LEWIS 917-923 W GENESEE ST 9866 C


GOODMAN SYRACUSE, NY 13204

LIBERTY MOTORS INC LARRY PATNOE 600 CAMBELL ST 24265 J


RAPID CITY, SD 57701-3002

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").
Page 22 of 40
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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

LLOYDS MOTORS LARRY B KREIN 500 BLK 17ST SW 63290 C


JAMESTOWN, ND 58401

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

LOUIS GEORGE MOTOR CO DANNY K GEORGE 514 S WALNUT 53136 DCT


OSCEOLA, AR 72370-3198

LUCAS-SMITH AUTOMOTIVE, INC. DENNIS R SMITH DBA LUCAS-SMITH AUTOMOTIVE, INC. 45365 DTCJ
10623 W STATE HWY E
POTOSI, MO 63664-1323

LUNDE LINCOLN-MERCURY INC WESLEY RYDELL DBA LUNDE JEEP 26185 J


2700 S. WASHINGTON
GRAND FORKS, ND 58201

LUNT MOTOR COMPANY LANELL N LUNT 39 S MAIN ST 54409 DCT


CEDAR CITY, UT 84720-3336

M & M DODGE INC OLIVER L MCMICKENS 3220 S MACARTHUR DR 59731 DT


ALEXANDRIA, LA 71301-2931

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

MALL CHRYSLER INC CHARLES W FOULKE JR 587 ROUTE 38 67676 C


MAPLE SHADE, NJ 08052

MALVERN MOTORS L.L.C. RAYMOND DALE HORN DBA MALVERN CHRYSLER DODGE JEEP 45377 DTCJ
1103 MARTIN LUTHER KING BLVD
MALVERN, AR 72104-2222

MANCARI AUTO GROUP FRANK MANCARI 15859 RIDGELAND AVE, #D 68590 CJ


MANCARI'S OF ORLAND HILLS INC FOREST, IL 60452

MANUEL DODGE, LTD TOMMY J MANUEL DBA MANUEL DODGE 41933 DT


1295 N CENTRAL EXPY
RICHARDSON, TX 75080-4606

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").
Page 23 of 40
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

MARKETPLACE CHRY-PLYM INC DENNIS PETRISAK 3755 WEST HENRIETTA RD 66785 C


ROCHESTER, NY 14623-3787

MARRA BROS MOTOR CO INC ALBERT J MARRA SR 1211 E STATE ST 38729 C


OLEAN, NY 14760

MARSTALLER MOTORS INC CHAS MARSTALLER JR 3000 SPEIGHT 23903 J


WACO, TX 76711-1599

MARTIN CHEVROLET SALES INC WILLIAM M MARTIN DBA MARTIN CHRY-JEEP 23428 JC
8800 GRATIOT RD
SAGINAW, MI 48609-4809

MASON MOTOR COMPANY R W MASON JR DBA BILL MASON CHRY-JEEP 6518 CJ


440 WATER STREET
EXCELSIOR, MN 55331

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

MAURO MOTORS INC CECELIA MAURO 611 AMBOY AVE 5977 C


WOODBRIDGE, NJ 07095-3048

MC CORMICK MOTORS C D MCCORMICK HIGHWAY #59 - 175 WEST 57647 DT


IDA GROVE, IA 51445

MEADOWBROOK DODGE INC ANTHONY J VIVIANO 3050 S ROCHESTER RD 42043 DT


ROCHESTER HILLS, MI 48307-5038

MEDINA WORLD CARS, INC. PAUL HRNCHAR 3926 PEARL RD 26637 JC


MEDINA, OH 44256

MEDLYN MOTOR INC EDWARD R MEDLYN 441 ELM ST 23059 J


MILFORD, NH 03055

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

MELCHIORRE INCORPORATED DONATO G MELCHIORRE DBA WARNER CHRYSLER-JEEP 68119 CJ


1475 MANHEIM PIKE
LANCASTER, PA 17601

MELROSE AND WELLESLEY DODGE F S WHITE JR DBA MELROSE DODGE 45060 DT


LLC 732 NEWBURYPORT TURNPIKE
MELROSE, MA 02176

MEMERING MOTORPLEX INC GARY L MEMERING 1949 HART STREET 23742 J


VINCENNES, IN 47591-5597

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").
Page 24 of 40
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DEALER NAME MAJORITY OWNER DEALER ADDRESS DEALER CODE LINES

MID-MISSOURI MOTORS INC JULIAN HARRISON 617 OLD ROUTE 66 23745 J


ST ROBERT, MO 65584-4632

MIDTOWN MOTORS, INC. RANDY W BUZZO DBA JOHN HOWARD MOTORS 60256 CDT
1730 MILEGROUND RD
MORGANTOWN, WV 26505-3753

MIDWAY MOTORS INC NAI N KO 510 COCHITUATE RD 26638 JC


FRAMINGHAM, MA 01701-0203

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

MILLERSTOWN CHRYSLER INC SAMUEL J POTTER 22 NORTH MARKET STREET 65776 CT


MILLERSTOWN, PA 17062

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

MONTROSE MOTORS INC DAVID R SHAUB JR DBA MONTROSE DODGE 23313 DT


19560 FREDERICK RD
GERMANTOWN, MD 20876-1304

MOORE MOTOR CO ROBIN R MOORE 412 WEST 5TH 62261 CDTJ


WASHINGTON, NC 27889

MORGAN HUCKABY AUTOMOTIVE W M HUCKABY DBA SUPERIOR JEEP-CHRY-PLYM 26485 JC


INC 120 SOUTH QUINTARD AVE
ANNISTON, AL 36201

MORONG BRUNSWICK H W SOWLES 314 BATH ROAD 23026 J


BRUNSWICK, ME 04011

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

MT CLEMENS DODGE INC TIBOR GYARMATI 43774 N GRATIOT AVE 59244 DT


CLINTON TOWNSHIP, MI 48036-3331

MUELLER CHRYSLER INC N D MUELLER 2060 OMRO RD 64826 C


OSHKOSH, WI 54904-7706

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

NAPLETON AUTOMOTIVE GROUP EDWARD F NAPLETON DBA ED NAPLETON DODGE 44854 DT


ED NAPLETON JUPITER MOTOR 1 EAST OAK HILL DR. SUITE 100
SALES WESTMONT, IL 60559

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

NEOSHO CHRY-PLYM-DODGE-JEEP MARK L HENDREN 180 SOUTH HIGHWAY 71 44703 DTCJ


INC NEOSHO, MO 64850

NERESON AUTOMOTIVE INC. JEROME H TAPPE DBA NERESON JEEP 23670 J


HIGHWAY 10 SOUTH
DETROIT LAKES, MN 56501

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

NEWARK DODGE INC GARY P HENDRIXSON SR 250 ELKTON ROAD 44591 DT


NEWARK, DE 19711

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

NIKLES MOTOR CO INC BRADLEY J NIKLES HWY 10 & 29 44903 DTCJ


MASON CITY, IL 62664

NORTH STAR GARAGE INC BRUCE A JACOBSEN 125 S CENTRAL AVE 57823 DTCJ
MILACA, MN 56353-1187

NORTHERN AUTO CO INC MICHAEL O LYNCH 1294 WEST THIRD ST 26515 J


ROGERS CITY, MI 49779-1206

NORTHGLENN DODGE INC DAVID C FITZGERALD 759 W 104TH AVE 44260 DT


NORTHGLENN, CO 80234-4007

OAKDALE MOTORS INC JOSEPH L CRAWFORD 297 HWY 165 SOUTH 8742 CDTJ
OAKDALE, LA 71463

OAKLEY PONTIAC-BUICK INC DAVID W OAKLEY JR DBA OAKLEY JEEP 26385 J


201 S CHEROKEE AVE
BARTLESVILLE, OK 74003-3649

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

OROVILLE MOTORS SHIRLEY J CARPENTER 2700 LINCOLN BOULEVARD 44092 DTCJ


INCORPORATED OROVILLE, CA 95966

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

PARKWAY MOTORS DAVID H NAKKEN 1010 NORTH MAIN STREET 24048 J


CEDAR CITY, UT 84720-2134

PARSONS & PARSONS LC ELLEN M PARSONS DBA PARSONS & PARSONS LC 63143 C
2525 VALLEY AVENUE
WINCHESTER, VA 22601-2761

PATRICK PONTIAC INC PATRICK M MULVIHILL DBA PATRICK JEEP 23548 J


4700 W HENRIETTA RD
HENRIETTA, NY 14467-9357

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

PETES GARAGE INC RAYMOND G GREENWALT SOUTH 6 JEFFERSON 62885 CDTJ


RITZVILLE, WA 99169

PHIL LAMB INC JOHN P LAMB US HWY 36 EAST 66994 CDTJ


TUSCOLA, IL 61953

PHIL LONG DENVER JEEP, LLC GERALD D CIMINO DBA PHIL LONG DENVER JEE-CHRY 24238 JC
7800 WEST STANFORD AVENUE
DENVER, CO CO 80123

PHIL'S FORD-LINCOLN-MERCURY PHILLIP KUPERMAN DBA PHIL'S JEEP EAGLE 23162 J


INC 257 EAST MAIN STREET
PORT JERVIS, NY 12771-2209

PIERSON CHEVROLET INC GARY D KILPATRICK DBA PIERSON JEEP 23821 J


413 EAST MEIGHAN BLVD
GADSDEN, AL 35903-1050

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

PLACH AUTOMOTIVE CHARLES E PLACH INTERSECTION HWY 45 & 54 43613 DTCJ


NEW LONDON, WI 54961

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

PLEASANT VALLEY MOTORS INC WILLIAM E RINEHART RT 209 43814 DT


BRODHEADSVILL, PA 18322

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

PRIDE CHRYSLER JEEP ALFREDO M DOS ANJOS 11 TAUNTON AVE 67773 CJ


SEEKONK, MA 02771

QUALITY JEEP-CHRYSLER INC C P DILORENZO 8101 LOMAS BLVD N E 24044 JC


ALBUQUERQUE, NM 87110-7912

QUINLAN ENTERPRISES INC JAMES G QUINLAN DBA BURGIN DODGE 45090 DT


4500 CLINTON HIGHWAY
KNOXVILLE, TN 37912

QUINN MOTORS OF ELLSWORTH MEGHAN QUINN-KUMMER 405 WEST MAIN STREET 68980 CDTJ
ELLSWORTH, WI 54011

RACEWAY AUTOMOTIVE OF JOHN C RAMSEY DBA RACEWAY CHRY-JEEP-DODGE 68998 CDTJ


HARTSVILLE 900 E BOBO NEWSOME HWY
HARTSVILLE, SC 29550

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

REUTHER'S INVESTMENT CO JANET T SCHOPP DBA REUTHER'S JEEP-CHRY-PLYM 23738 JC


11654 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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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

RICHMOND MOTOR SALES RONALD L BERGSMA 10400 MAIN STREET 66070 C


RICHMOND, IL 60071

RICKABAUGH MOTORS INC ROGER D LIPPELMAN 1001 W MAIN 52837 DCT


LYONS, KS 67554-2425

RIMROCK CHRYSLER INC JOHN E SOARES JR 3045 KING AVE W 68985 CJ


BILLINGS, MT 59102-6435

RINK BROS RAYMOND RINK 900 EAST MAIN ST 36607 CJ


BRADFORD, PA 16701-3298

RIVER OAKS CHRYSLER JEEP INC JOSEPH J HENNESSY 17225 TORRENCE AVENUE 67508 CJ
LANSING, IL 60438-1086

RIVERSIDE AUTO SALES OF TIMOTHY R DAGENAIS 2025 US 41 WEST 67984 CDTJ


MARQUETTE MARQUETTE, MI 49855

RIVERTON CHRY-DODGE-JEEP INC JONATHAN GUNNISON 1575 NORTH FEDERAL BLVD 67780 CDTJ
RIVERTON, WY 82501-2729

RIVERTOWN FORD LINCOLN- TIMOTHY W HEBDA DBA RIVERTOWN JEEP 26747 J


MERCURY, 10459 N. STRAITS HWY
CHEBOYGAN, MI 49721-9075

ROBERT H HINCKLEY INC JAMES S. HINCKLEY 2810 WASHINGTON BLVD 54433 DT


OGDEN, UT 84401-4299

ROBERTS CHRY-JEEP-DODGE LLC DENNIS S ROBERTS DBA ROBERTS CHRY-JEEP DODGE 68952 CDTJ
36 ELM ST
PETERBOROUGH, NH 03458-1052

ROBERTS MOTORS INC SAMUEL ROBERTS 4350 ALBY 66786 CJ


ALTON, IL 62002-5999

ROCHESTER LINC-MERC INC LISA M CASACCIO DBA ROCHESTER DODGE 42618 DT


POB 1598 ROUTE 11 WEST
ROCHESTER, NH 03867

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

ROSS JEEP-EAGLE, INC. RONALD E ROSS 219 HARCOURT ROAD 23364 J


MT VERNON, OH 43050-3913

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

RUSSELL WHATLEY MOTOR CO R A WHATLEY JR 115 N E 2ND ST 58875 DTCJ


MINERAL WELLS, TX 76067

RUSSO GROUP ENTERPRISES, INC. AUGUST A RUSSO DBA LOCHMOOR CHRYSLER JEEP 63391 CJ
18165 MACK AVE
DETROIT, MI 48224-1444

RVR INC ROBERT V RINALDI DBA R & R AUTO GROUP 26694 J


388 ROUTE 61 SOUTH
SCHUYLKILL HAVEN, PA 17972

S.J. MARNANCE INC DONALD L SCHOENHARD DBA SCHOENHARD DODGE 43990 DT


JR 101 SECOND STREET SOUTHWEST
HURON, SD 57350-2502

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 AUGUSTINE MOTOR CO DANIEL H FUSSELL 202 E COLUMBIA 67344 CDTJ


SAN AUGUSTINE, TX 75972-2099

SAN JUAN MOTORS INC RICHARD D POLLARD DBA POLLARD BROS MOTORS LTD 24258 J
1880 NORTH TOWNSEND AVENUE
MONTROSE, CO 81401-5931

SANDOVAL DODGE RUDOLPH SANDOVAL 909 S VALLEY DR 59423 DT


LAS CRUCES, NM 88005-3076

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

SANSONE PLAZA DODGE INC JOSEPH P SANSONE 3301 ROUTE 66 44232 DT


NEPTUNE, NJ 07753

SARASOTA CHRYSLER, LTD. GREGORY P VOLACK DBA SARASOTA CHRYSLER, LTD. 67768 C
6826 SOUTH TAMIAMI TRAIL
SARASOTA, FL 34231

SAVANNAH DODGE INC MARK E MEDINGER 7011 ABERCORN EXTENSION 44569 DT


SAVANNAH, GA 31406

SAYLOR MOTOR CO INC H F SAYLOR 301 N CENTER AVE 56006 DT


SOMERSET, PA 15501-1429

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

SCK, INC SHERRI BREYER DBA BREWER JEEP 26795 J


2020 MABRY DR
CLOVIS, NM 88101-8028

SCOTIA MOTORS INC VINCENT J KOEHLER JR 110 MOHAWK AVE 54885 DT


SCOTIA, NY 12302-2292

SCOTT CHEVROLET INC ANDREW M SCOTT DBA SCOTT CHRYSLER 67023 C


2120 33RD STREET
ALLENTOWN, PA 18103-7008

SCOTT NEWCOMB MOTORS, LLC S. SCOTT NEWCOMB DBA SCOTT NEWCOMB CHRYSLER JEEP 26786 JC
7461 VIRGINIA AVE
BASSETT, VA 24055-6300

SCOTT-PREUSSE INC R S PREUSSE 1300 E BRIDGE ST 43350 DTCJ


REDWOOD FALLS, MN 56283

SCOTTSBLUFF MOTOR CO INC LOREN S HOLUB DBA TEAM JEEP 26595 J


2014 EAST 20TH PLACE
SCOTTSBLUFF, NE 69361-2799

SEACOAST MOTORS OF NICHOLAS G DIMOPOULOS 2 MERRILL ST 23017 JCDT


SALISBURY INC SALISBURY, MA 01952-2308

SEXTON CHEVROLET CADILLAC INC THOMAS W VICARY DBA SEXTON CHRY-PLYM-DODGE-JEEP-EAGLE 24282 JCDT
261 SOUTH ROANE ST
HARRIMAN, TN 37748

SHAFFER FORD INC RANDAL T SHAFFER DBA SHAFFER JEEP 23260 J


10335 MT SAVAGE RD, NW
CUMBERLAND, MD 21502

SHEPPARD MOTORS LTD PHILIP W SPEERS 2300 WEST 7TH 24138 J


EUGENE, OR 97402

SHETLER-CORLEY MOTORS LTD DONNA S CORLEY N. HIGHWAY 13 44181 DTCJ


CROWLEY, LA 70527-0427

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

SHOEMAKER'S JEEP INC BRYAN J SHOEMAKER 4131 WALBERT AVENUE 23178 J


ALLENTOWN, PA 18104-1626

SHOTTENKIRK - ILLINOIS INC GREGORY J SHOTTENKIRK 309 S. GEAR AVE 68830 CDT
WEST BURLINGTON, IA 52655

SIEMANS IMPORTS INCORPORATED EDWARD A SEMANS DBA SIEMANS JEEP 26338 J


2712 NILES AVENUE
ST JOSEPH, MI 49085-2414

SIGNATURE NISSAN INC EDMOND R SHULTS JR DBA SIGNATURE JEEP-EAGLE 26211 J


254 FLUVANNA AVENUE
JAMESTOWN, NY 14701-2051

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 CAIRNS MTR SLS OF DWIGHT MCGUIRK 1021 ROUTE 22 26643 J


BREWSTER BREWSTER, NY 10509-1589

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

SOECHTING MOTORS, INC. MARCIEL DBA SOECHTING MOTORS, INC. 26746 J


603 E. KINGSBURY ST.
SEGUIN, TX 78155

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

SOUTH HOLLAND DODGE INC PATRICK J FITZGIBBON 113 W 162ND ST 43020 DT


SOUTH HOLLAND, IL 60473

SOUTH SHORE CHRYSLER INC MICHAEL A SHEA 178-180 WASHINGTON 64030 C


BRAINTREE, MA 02184

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

SOUTHLAKE DODGE INC MICHAEL KORS 4191 E LINCOLN HIGHWAY 41575 DT


MERRILLVILLE, IN 46410-5886

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

SOUTHTOWNE MOTORS OF HAROLD M PHILIPSON 800 BULLSBORO DR 68992 CJ


NEWNAN II INC NEWNAN, GA 30265-1034

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 45049 DT


SPITZER AUTOWORLD SHEFFIELD ELYRIA, OH 44035
LLC

SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 41299 DTCJ
SPITZER DODGE INC ELYRIA, OH 44035

SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 59829 DT


SPITZER MOTOR CENTER INC ELYRIA, OH 44035

SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 55816 DT


SPITZER MOTOR CITY INC ELYRIA, OH 44035

SPITZER MANAGEMENT ALAN SPITZER 150 EAST BRIDGE STREET 53619 DT


SPITZER-COLUMBUS 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

STEARNS CHRY-JEEP INC JEFFREY B STEARNS 327 AUTO PARK DR 68206 CJ


GRAHAM, NC 27253

STEVEN CHRYSLER JEEP MICHAEL E STEVEN DBA STEVEN CHRYSLER JEEP DODGE,INC 66735 CDTJ
DODGE,INC 11028 W KELLOGG ST
WICHITA, KS 67209-1227

STILLWATER MOTOR COMPANY PATICIA RADUENZ 5900 STILLWATER BLVD NO 23703 J


STILLWATER, MN 55082

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

STRANDQUIST MOTOR COMPANY JACK D STRANDQUIST 601 W JEFFERSON ST 36269 C


ROCKFORD, IL 61103-6742

STROM ALTMAN DODGE, INC. WARREN ALTMAN DBA STROM ALTMAN DODGE, INC. 45278 DT
2049 REMOUNT RD
N CHARLESTON, SC 29406-3242

SUBWAY MOTORS CO. RODNEY L HOPPE 115 S HIGHWAY 6 41024 DTCJ


MILFORD, NE 68405-9587

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

T & T PONTIAC-BUICK INC TULLIO A RAMELLA DBA T & T JEEP 23293 J


1015 BLUEFIELD AVENUE
BLUEFIELD, WV 24701-2745

TACOMA DODGE INCORPORATED PHILIP P SCHAEFER 4101 S TACOMA WAY 41108 DT


TACOMA, WA 98409

TAMAROFF DODGE INC JEFFREY L TAMAROFF 24625 W 12 MILE ROAD 43581 DT


SOUTHFIELD, MI 48034-1200

TAMIAMI AUTOMOTIVE GROUP CARLOS PLANAS DBA TAMIAMI CHRYSLER JEEP DODGE 68064 CDTJ
8250 SOUTH WEST 8TH STREET
MIAMI, FL 33144

TANSKY INC JAMES J KOBUNSKI DBA TANSKY CHRYSLER 63373 C


3260 NORTH MAPLE AV
ZANESVILLE, OH 43701-1384

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

TENAFLY CHRYSLER JEEP INC RICHARD W ENGEL 95 COUNTY ROAD 23109 JC


TENAFLY, NJ 07670

TERRY CHRYSLER JEEP INC NOELLA A MORRIS ROUTE 50 67314 CJ


BURNT HILLS, NY 12027

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

TETON MOTORS INC DAVID E AUGE 1020 WEST BROADWAY 24250 J


JACKSON, WY 83001

THE UNION SALES COMPANY B A POLAND III 305 N QUEEN STREET 55025 DT
MARTINSBURG, WV 25401-3497

THE WESTERN MOTOR CO INC R K NANNINGA 409 E FULTON 24244 J


GARDEN CITY, KS 67846

THEEL INC DONOVAN A BERTSCH 519 11TH ST WEST 43406 DTCJ


BOTTINEAU, ND 58318

THOMAS AUTO GROUP GREGORY A THOMAS 9825 INDIANAPOLIS BLVD 43140 DT


THOMAS DODGE OF ORLAND PARK HIGHLAND, IN 46322
INC

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

TOMKINSON DODGE J R TOMKINSON 929 AVENUE OF AUTOS 44091 DT


INCORPORATED FORT WAYNE, IN 46804

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

TRANSIT LLC JAMES K VANDENBERG DBA MAPLE HILL CHRYSLER 68591 C


5622 W MAIN ST
KALAMAZOO, MI 49009-1014

TRANSPORTATION CENTER - CHRISTOPHER T MILLS DBA MONTROSE CHRYSLER 67660 C


2100 W MAIN ST
LOUISVILLE, OH 44641-8235

TRI STAR DCJ HUNTINGDON INC ROWLAND H TIBBOTT III 9492 WILLIAM PENN HWY 60059 CDTJ
HUNTINGDON, PA 16652-7167

TRI STATE MOTORS DAVID D MORRIS DBA TRI-STATE MOTORS 24047 J


298 SOUTH MAIN STREET
CEDAR CITY, UT 84720-3445

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

TRI-STATE AUTOMOTIVE PETER B KRAUSE DBA TRI-STATE DODGE 44356 DT


ASSOCIATES IN 191 WEST MAIN STREET
DUDLEY, MA 01571

TYSINGER MOTOR CO INC. MARK TYSINGER 2712 MAGRUDER BLVD 55022 DT


HAMPTON, VA 23666

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

UFTRING FORD INC GARY L UFTRING DBA UFTRING JEEP 26040 J


500 FAIRLANE DR
EAST PEORIA, IL 61611

UNDERRINER MOTORS INC MARY S UNDERLINER DBA UNDERRINER JEEP 24222 J


607 N 30TH ST
BILLINGS, MT 59101-1194

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

UNIVERSITY MOTORS LTD GARY A DUNCAN DBA DUNCAN JEEP 23255 J


3965 S MAIN ST
CHRISTIANSBURG, VA 24073-4052

URBAN AUTOMOTIVE GROUP, LLC AGOP E GOZUKARA DBA URBAN CHRYSLER JEEP DODGE 45350 DTCJ
81 AUTO CENTER DR
FOOTHILL RANCH, CA 92610-2816

URKA AUTO CENTER INC MICHAEL R URKA 3736 WEST U S 10 23414 J


LUDINGTON, MI 49431

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

VERO BEACH LINCOLN-MERCURY W H WILLIAMSON IV DBA VERO BEACH JEEP 23998 J


INC 1066 U S 1 HIGHWAY
VERO BEACH, FL 32960

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

VICTOR GEORGE CHRYSLER JEEP FREDERICK T GEORGE G-5050 S SAGINAW ST 68733 CJ


INC FLINT, MI 48507-4487

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

WALKER MOTORS INC WADE D WALKER 265 RIVER STREET 23005 J


MONTPELIER, VT 05602-4302

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

WALSER BLOOMINGTON MOTORS, PAUL M WALSER DBA WALSER DODGE 45345 DT


LLC 320 MAINSTREET
HOPKINS, MN 55343-9231

WALSH DODGE INC PETER WALSH 271 CULVER AVE 44906 DT


JERSEY CITY, NJ 07305-1121

WAVERLY MOTORS INC N P PEEBLES III 209 S COUNTY DR 56088 DTCJ


WAVERLY, VA 23890

WAYNE DODGE INC AZAD V KHUBANI DBA WAYNE DODGE 52741 DT


777 MOUNTAINVIEW BLVD
WAYNE, NJ 07470

WAYNE WILLIAMS MOTOR CO INC H W WILLIAMS 620 SOUTH 4TH STREET 59503 DTCJ
CROCKETT, TX 75835-2740

WEATHERS DODGE INC LAWRENCE G WEATHERS 1187 W BALTIMORE PIKE 56761 DT


JR LIMA, PA 19037

WEAVER AUTOMOTIVE INC THOMAS H WEAVER DBA WEAVER AUTO AND TRUCK CENTER 26593 J
400 IDAHO MARYLAND RD
GRASS VALLEY, CA 95945-5958

WEBSTER CHRYSLER JEEP INC RANDOLPH B 2111 EMPIRE BOULEVARD 68251 CJ


HENDERSON JR WEBSTER, NY 14580

WEINBERG DODGE INC STEPHEN WEINBERG 13100 S 71 HWY 58678 DT


GRANDVIEW, MO 64030

WEST END GARAGE INC NELSON L TAYLOR JR 965 ST GEORGES AVE 6948 C
RAHWAY, NJ 07065

WESTBORO MOTORS INC CHARLES A J TONELLI DBA WESTBORO DODGE 42116 DT


271 TURNPIKE ROAD
WESTBORO, MA 01581-2898

WESTMINSTER DODGE INC W P MURREY III 710 MORRISSEY BOULEVARD 41718 DT


DORCHESTER, MA 02122-3584

WESTSIDE DODGE INC JAMES L PATTERSON 201 HANSEN BLVD 44609 DT


NORTH AURORA, IL 60542

WESTSIDE DODGE INC JOHN R DARVISH 11613 HIGHLAND FARM RD 57511 DT


POTOMAC, MD 20854

W-G INC RODNEY A GRIFFIN DBA GREAT WESTERN AUTOPLEX INC 26506 J
2100 ELK STREET
ROCK SPRINGS, WY 82901

WHARTON CADILLAC-OLDS CO DANIEL B WHARTON DBA WHARTON JEEP 23289 J


1225 7TH STREET
PARKERSBURG, WV 26101

WHEATON DODGE CITY INC JOHN J FITZGERALD 11411 ROCKVILLE PIKE 59786 DT
KENSINGTON, MD 20895

WHEELER LEASING CO II INC MICHAEL C WHEELER DBA WHEELER JEEP 24191 J


350 COLUSA AVENUE
YUBA CITY, CA 95991-4206

WHITEYS INC DIRK SCHLUTER 1493 PARK AVE WEST 62197 C


MANSFIELD, OH 44906

WILLEY INC MARY M WILLEY 123 AIRPORT ROAD 68156 CJ


AMES, IA 50010

WILLIAM T PRITCHARD INC WILLIAM T PRITCHARD 304 S CAYUGA ST # 6 57104 DTCJ


ITHACA, NY 14850-5512

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

WILLIAMS CHEVROLET-PONTIAC BUREN B WILLIAMS JR DBA WILLIAMS CHRY-DODGE-JEEP 68216 CDTJ


INC 1100 EAST MAIN STREET
STIGLER, OK 74462

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

WILSON DODGE INC C D WILSON 4200 LAKELAND DRIVE 43679 DT


FLOWOOD, MS 39232

WISSLER MOTORS INC J C DELBERT WISSLER DBA WISSLER CHRYSLER-JEEP 23196 JC


1205 WEST MAIN STREET
MOUNT JOY, PA 17552-9596

WOLF'S MOTOR CAR COMPANY INC MICHAEL J WOLF N5908 WILLOW ROAD 67966 CJ
PLYMOUTH, WI 53073

WOODBRIDGE NISSAN CORP FRANK L COWLES JR DBA COWLES CHRYSLER 66910 C


14777 JEFFERSON DAVIS HWY
WOODBRIDGE, VA 22191-3416

WRIGHT DODGE, LLC KENNETH E WRIGHT DBA WRIGHT AUTOMOTIVE GROUP 45301 DT
10677 PERRY HWY
WEXFORD, PA 15090-9248

WRIGHT'S INC DOUGLAS K WRIGHT 109 EAST D STREET 68577 CDTJ


HILLSBORO, KS 67063-1509

WULLENWEBER MOTORS INC STEVEN E WULLENWEBER DBA WULLENWEBER CHRYSLER JEEP 23326 JC
6315 HARRISON AVENUE
CINCINNATI, OH 45247

WYCKOFF CHRYSLER INC ROBERT L ENGEL 290 FRANKLIN AVE 67977 C


WYCKOFF, NJ 07481-2815

YOUNG VOLKESWAGEN INC ROBERT J YOUNG DBA YOUNG DODGE 42507 DT


191 COMMERCE PARK DRIVE
EASTON, PA 18045

ZEISER CHRYSLER DODGE JEEP DAVID G ZEISER 1420 E VETERANS MEMORIAL PKWY 68245 CDTJ
INC TRUESDALE, MO 63383-1316

ZIMMER MOTOR INC THOMAS W ZIMMER DBA ZIMMER CHRYSLER-JEEP 66559 CJ


1086 BURLINGTON PIKE
FLORENCE, KY 41042-1236

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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UNITED STATES BANKRUPTCY COURT FOR PUBLICATION


SOUTHERN DISTRICT OF NEW YORK

------------------------------------------------------- x
:
In re : Chapter 11
:
Old Carco LLC : Case No. 09-50002 (AJG)
(f/k/a Chrysler LLC), et al., :
: (Jointly Administered)
Debtors. :
------------------------------------------------------- x

OPINION REGARDING AUTHORIZATION OF REJECTION OF ALL EXECUTORY


CONTRACTS AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC DEALERS
AND GRANTING CERTAIN RELATED RELIEF

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

testified at the hearing and an additional approximately 66 witnesses presented testimony by

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 “Reply”) in response to the Objections.

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

expanded upon by additional findings of fact relevant to the Motion, herein.

DISCUSSION

Business Judgment Standard

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

(Bankr. S.D.N.Y. 1994).

The business judgment standard is employed by courts in determining whether to permit

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

lengthy trial with disputed issues.” Orion, 4 F.3d at 1098-99.5

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

of rejection on other entities is not a material fact to be weighed.” In re Wheeling-Pittsburgh

Steel Corp., 72 B.R. 845, 848 (Bankr. W.D. Pa. 1987), but under a heightened standard or a

balancing of the equities, such effect would be a fact to be weighed.

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

equities relate to the success of the reorganization.” Id. at 527.7

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

breach rather than modification or termination of the power agreements).

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

U.S. 494, 106 S. Ct. 755 (1986).

Some of the Affected Dealers point to the Automobile Dealers Day in Court Act

(“ADDCA”), 15 U.S.C. §§ 1221, et seq., as evidence of a Congressional intent to protect the

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

itself, or by a separate statute.

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

interest standard” here.

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

business judgment test” (citations omitted)).

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

to the notion of a “public policy exception” to the business judgment standard:

While the impact of rejection on the [counterparties’] community may be


significant, that is not an uncommon result of the cut-backs that typically
accompany a restructuring in chapter 11. Whether through contract rejections or
plant closings, contraction of a debtor’s business will often have a harmful effect
for one or more local economies. If the bankruptcy court must second-guess
every choice by a trustee or debtor in possession that may economically harm
any given locale, the business judgment rule applicable to contract rejection and
many other decisions in the chapter 11 process will be swallowed by a public
policy exception. Pilgrim’s Pride, 403 B.R. at 425.

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

counterparty or the counterparty’s customers. See Wheeling-Pittsburgh, 72 B.R. at 847-48

(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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Application of the Business Judgment Standard

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

called “Project Genesis.”

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

potential customers, or operated out of outdated facilities.

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

to streamline their domestic dealership network, specifically through rationalization of

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

reduced their dealership network by over 1100 dealers.

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

Debtors’ business judgment. See id. at __.

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

evaluation of dealers under the procedures just described.17

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,

specifically its dealership network, pending sale to New Chrysler.

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

cover such expenses.

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

benefits the Debtors’ estates.

Further, there is no doubt that the acceleration of dealership rationalization benefited

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

program, as stated above, to fulfill their commitment to their lenders.

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

conducted a subjective and objective evaluation of each dealership, including by balancing

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.

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whole network, and the business judgment standard would be rendered irrelevant if the Court

stepped in to second guess such a decision.

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

Court has no basis for overturning the Debtors’ business judgment.

The bad faith assertions largely fall in two categories. The first category concerns

rejection decisions purportedly made in relation to dealers’ acquiescence to or denial of the

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

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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

faith rather than in an exercise of business judgment.23

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.

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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

on such unsubstantiated allegations.

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.

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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

calculated according to state law.

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,

312 U.S. 52, 61 S. Ct. 399 (1941)).

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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

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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.,

16 B.R. 55 (Bankr. E.D.N.Y. 1981)).25

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.

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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.

1995). As previously discussed, no such “subordination” exists in § 365 which is applicable to

the Rejected Agreements.26

Requiring the trustee to provide essential services, including by seeking specific

performance of that obligation in a nonbankruptcy proceeding commenced pursuant to 28 U.S.C.

§ 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.

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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-

lessees would still be protected by § 365(h).

By contrast, 28 U.S.C. § 959(b) “embodies a Congressional intention to prevent

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

the first place.28

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

conflict. Accordingly, 28 U.S.C. § 959(b) provided a statutory mechanism enabling their

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.

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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

over public health or safety expressed in the ADDCA.

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

whether certain state laws imposing conditions on abandonment may be so onerous as to

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

identifiable harm.” Id. at 507 fn.9 (emphasis added).

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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

abandonment may be so onerous as to interfere with the bankruptcy adjudication itself.”

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.

N.D. Tex. 1981) (citing Perez, 402 U.S. 637).

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.

M.D. Fla. 1991).

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)).

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assumed or rejected.33 Strict limitations on grounds for nonperformance frustrate § 365’s

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

limitations on the power of automobile manufacturers to relocate dealers or establish new

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

allowing other dealers to restrict that power.

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

adversary proceeding is required.

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

individually is required and whether waiver of Rule 6006(f)(6)’s limitation is proper.

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

the Fiat Transaction itself.

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

assigned.38 It is not disputed that the Debtors fulfilled this requirement.

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 sale contract).

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)).

35

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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

were undeniably separate in the first place, as is the case here.

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 Bidding Procedures Order.

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

Sherman Act. See 15 U.S.C. § 1.

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

39

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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

Act. See 15 U.S.C. § 18a(g).

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

40

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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

§ 46:23 (footnote omitted) (“Rejection of a contract or unexpired lease, while constituting a

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

Moreover, another bankruptcy court in one of the Affected Dealer-debtors’ bankruptcy

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

because the issue was adjudicated by the other court.44

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

6006(f)(6) is warranted and permissible.

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.

Dated: New York, New York


June 19, 2009

/s/ Arthur J. Gonzalez


UNITED STATES BANKRUPTCY JUDGE

43

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APPENDIX C

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UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF NEW YORK
__________________________________________
:
In re : Chapter 11
:
OLD CARCO LLC, f/k/a : Case No. 09 B 50002 (AJG)
CHRYSLER LLC, et al., :
:
Debtors. : (Jointly Administered)
__________________________________________:

OPINION DENYING REJECTED DEALERS’ MOTION FOR RECONSIDERATION OF THE


JUNE 9, 2009 REJECTION ORDER AND THE JUNE 19, 2009 REJECTION OPINION

APPEARANCES:

PIDGEON & DONOFRIO GP


Counsel for Certain Affected Dealers
Everett, Washington

By: Leo C. Donofrio, Esq.


Stephen Pidgeon, Esq.

JONES DAY
Counsel for the Debtors
New York, New York

By: Corinne Ball, Esq.


Veerle Roovers, Esq.
-and -

Cleveland, Ohio

By: David G. Heiman, Esq.


-and-

Atlanta, Georgia

By: Jeffrey B. Ellman, Esq.

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

response to the Debtors’ objection.3

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,

pursuant to Rule 60(d)(3) because of fraud on the Court.

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 . . .

(1) mistake, inadvertence, surprise, or excusable neglect.”

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

Rule 60(b)(1). See Id.

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

one is found in a judgment, order, or other part of the record.”5

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

provision are also required to be made within a ‘reasonable time’”).6

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

Corp.), 596 F.2d 1092, 1100 (2d Cir. 1979).

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

untimely under Rule 60(b)(1). Texlon, 596 F.2d at 1100.

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.

Similar to a Rule 60(b)(1) determination, a decision whether to reconsider an order,

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

that was the subject of the motion for reconsideration.

Vacating a Judgment or Order Based on Fraud

Pursuant to Fed. R. Civ. P. 60(b)(3), “the court may relieve a party or its legal

representative from a final judgment, order, or proceeding” based upon

fraud (whether previously called intrinsic or extrinsic), misrepresentation, or


misconduct by an opposing party.

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

10

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court” pursuant to Rule 60(d)(3).

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

movant from fully and fairly presenting its case”).

Accordingly, even if its adversary misrepresents certain relevant information or fails to

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.

11

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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

agreeing not to proceed with the action pending settlement negotiations).

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

12

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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).

13

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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

doubts resolved in favor of upholding the finality of the judgment. Id.

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”).

14

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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,

459 F.2d at 1078 (citing Martina, 278 F.2d at 801).

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

“perpetrate[d] a fraud upon the court.” Id.

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;”

15

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it is not fraud that takes place between the parties. Smiley, 553 F.3d at 1144 (citations omitted).

The fraud, misrepresentation or conduct “‘must involve an unconscionable plan or

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,

553 F.3d at 1145 (citation omitted).

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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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which was subsequently dismissed upon the appellant dealers’ motion.

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

the instant matter, that period was 10 days.

Furthermore, pursuant to Fed. R. Bankr. P. 8002(c)(2), a party may file a motion

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

circumvent that time restriction.

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

of the record upon which the Court’s Opinion was based.

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

motion for reargument and subject to the relevant time restrictions.

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

immense discovery involved in this case.”12

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

which to file an appeal as provided in Fed. R. Bankr. P. 8002.

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

which the parties’ positions were presented.

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

“devastating effect . . . on the record.”

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

not rise the level of fraud on the court.

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

Movants allegations do not constitute a fraud on the Court.13

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

such additional relief should be denied.

Thus, the Movants’ Reconsideration Motion should be denied in its entirety.

An Order consistent with the Court’s opinion denying the Reconsideration Motion is

being entered contemporaneously herewith.

Dated: New York, New York


February 5, 2010

s/Arthur J. Gonzalez
CHIEF UNITED STATES BANKRUPTCY JUDGE

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APPENDIX D

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UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------ x
:
:
In re: : CORRECTED ORDER AFFIRMING THE
: ORDER OF THE BANKRUPTCY
OLD CARCO LLC : COURT, DISMISSING APPELLEE’S
(f/k/a CHRYSLER LLC, et al.) : MOTION FOR CERTAIN RELIEF, AND
: DENYING WITHOUT PREJUDICE
Debtors. : COUNSEL’S MOTION TO WITHDRAW
:
: 10 Civ. 2493 (AKH)
:
: 09-50002 (AJG)
:
:
------------------------------------------------------ x
ALVIN K. HELLERSTEIN, U.S.D.J.:

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

Court denying the motion for consideration is affirmed.

I. BACKGROUND

Prior to filing for Chapter 11 bankruptcy protection, the Debtors operated a

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

(Bankr. S.D.N.Y. 2009).

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

reconsideration. The motion principally attacks the Bankruptcy Court’s paraphrasing of a

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

Denials of motions for reconsideration are reviewed for abuse of discretion.

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,

1476 (3d Cir. 1996)).

Appellants argue that reconsideration is appropriate under Rule 60(b)(1). Rule

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:

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 Movants did not act until more than six
months after the issuance of 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 circumvent that time restriction.

In re Old Carco LLC, 423 B.R. at 55.

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)

(quoting Campaniello Imports, Ltd., 117 F.3d at 662).

In rejecting this part of Appellants’ motion, Chief Judge Gonzalez held:

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 of by the
Court does not rise to the level of fraud on the court.

In re Old Carco LLC, 423 B.R. at 57.

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.

In rejecting this argument as a basis for reconsideration, Chief Judge Gonzalez

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.

In re Old Carco LLC, 423 B.R. at 55-57.

Appellants have failed to identify “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. 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.

Univ., 865 F.2d 478, 484 (2d Cir. 1989)).

In addition to being untimely, Appellants’ fraud on the court argument lacks

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.

Altavilla testified, in relevant part:

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[COUNSEL]: If this transaction closes without an absolute


requirement of a particular number of dealers that are being
terminated, would Chrysler still go through with this deal – I mean,
rather, would Fiat still go through with this deal?

[ALTAVILLA]: The answer is that a restructure needs to occur.


Whether it occurs before or after the closing of the deal is not a
material difference. . . . .

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

the Debtors to reject the number of agreements it rejected.” Footnote 21 provides:

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,

2010, denying the motion for reconsideration is affirmed.

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

without prejudice. The motion should be filed in the Bankruptcy Court.

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APPENDIX E

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UNITED STATES BANKRUPTCY COURT


SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
In re : Chapter 11 :
Chrysler LLC, et al., : Case No. 09.50002 (AJG)
Debtors. :
:
---------------------------------------------------------------x

NOTICE OF APPEAL

PLEASE TAKE NOTICE that ISLAND JEEP INCORPORATED (#26272); SCOTIA

MOTORS INC (#54885); GOLDEN MOTORS (#68423); JOHN HINE Pontiac Mazda

Dodge(#68445); PEN MOTORS INC. (#26517); BOB TAYLOR JEEP INC(#23695); MAURO

MOTORS, INC. (#5977); BOLLINGER'S, INC. (#25078); BROTHER'S MOTORS

INC./DIAMOND DODGE (#68771); ST PETE JEEP CHRYSLER (#26318); RALLYE AUTO

PLAZA INC. (#44078); NEIL HUFFMAN INCORPORATED (#68107/#43947); BILL

SPURLOCK DODGE, INC.(#43024); ROCK OF TEXAS AUTOMOTIVE INC (#60020);

SOUTH HOLLAND DODGE (#43020); PRIDE CHRYSLER JEEP (#67773); THOMAS

DODGE CORP (#44098); TAYLOR-PARKER MOTOR COMPANY (#67959); EVANSVILLE

CHRYSLER INC (#66101); ALLEY'S OF KINGSPORT, INC. (#42002); AUGUSTA DODGE,

INC. (#44615); M&M DODGE, INC. (#59731); SCHOLTES AUTO WORLD (#39834);

AXELROD CHRYSLER INC. (#68191); FIORE CHRYSLER JEEP/JIM FIORE

MOTORS(#60214); FAWS GARAGE(#62044); LAKES CHRYSLER JEEP LIMITED(#26448);

VAN BURKLEO MOTORS INC(#23861); FISHER MOTORS INC(#23691); COURTESY

NISSAN INC (#26294); KEY BUICK-PONT-AMC INC (#42569); SOUTHEAST

AUTOMOTIVE (#23926); EXTREME JEEP INC (#26632); AMBASSADOR AUTO

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SERVICE, INC. (#24160); MUELLER CHRYSLER INC (#64826); WILSON DODGE

NISSAN (#43679); PRESTON CHRYSLER JEEP (#63181); FORT MORGAN AUTO

CENTER INC (#45143); SUPERIOR MOTORS INC (#24026); WACO DODGE SALES INC

(#41132); ARCHER CHRYSLER JEEP (#66098); D PATRICK INC (#23717); BREHM

GROUP INC(#68069); BIRMINGHAM CHRYSLER PLYMOUTH INC (#63747);

CLARKSTON MOTORS INC (#67545); BERLIN CHRYSLER INC (# 65052); EL DORADO

MOTORS INC (#68399); RUSSO GROUP ENTERPRISES INC (#63391); FOX HILLS

CHRYSLER JEEP INC (#66924); ORLEANS DODGE CHRYSLER JEEP INC (#45231);

WALKER MOTORS INC (#23005); MONICATTI CHRYSLER JEEP SALES (#61888);

SHOEMAKER'S JEEP INC (#23178); SNOW, LLC/CHAMPION CHRYSLER (#44620);

RAY'S FORD-MERCURY INC/RAY'S CDJ (#67191); BARBER BROS MOTOR CO INC

(#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

(#43679); KALMAR MOTOR SALES, INC (#23502); REUTHER INVESTMENT CO

(#23738); CONTINENTAL CHRYSLER JEEP INC (#26017); MT CLEMENS DODGE INC

(#59244); GOLICK CHRYSLER JEEP INC (#23492); BRUCE CAMPBELL DODGE INC

(#43102); CLAYTON AMERMAN INC (#53696); AUFFENBERG CHRYSLER INC (#68628);

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

130
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DENYING REJECTED DEALERS’ MOTION FOR RECONSIDERATION OF THE JUNE 9,

2009 REJECTION ORDER AND THE JUNE 19, 2009 REJECTION OPINION, entered on

February 5, 2010, Docket No. 6342 (the “Reconsideration Order”).

The names of all parties to the Reconsideration Order and the names, addresses and

telephone numbers of their respective attorneys are as follows:

Jones Day Jones Day


Attn: Jeffrey B. Ellman, Esq. Attn: Corinne Ball, Esq., Veerle Roovers, Esq.
(Counsel To: The Debtors) (Counsel to: The Debtors)
1420 Peachtree Street. N.E. Suite 800 222 East 41st Street
Atlanta, GA 30309 New York, NY 10017
Phone: 404-521-3939 Phone: 212-326-3939
Fax: 404-581-8330 Fax: 212-755-7306
Email: JBELLMAN@JONESDAY.COM Email: CBALL@JONESDAY.COM;
VROOVERS@JONESDAY.COM
Jones Day Office of the United States Trustee, SDNY
Attn: David G. Heiman, Esq. Attn: Brian Masumoto, Esq.
(Counsel To: The Debtors) 33 Whitehall Street, 21stFloor
901 Lakeside Avenue New York, NY 10004
Cleveland, Ohio 44114 Phone: 212-510-0500
Phone: 216-586-3939 Fax: 212-668-2255
Facsimile: 216-579-0212 No Service by Email on the U.S. Trustee

Dated this 12th day of February, 2010, in Everett, Washington.

__//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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UNITED STATES DISTRICT COURT


FOR THE
SOUTHERN DISTRICT OF NEW YORK

In re: CHRYSLER, LLC, et al, Case No. 10 CV 2493


Debtor, NOTICE OF APPEAL

NOTICE OF APPEAL

Notice is hereby given that MAURO MOTORS, INC. (#5977); SCOTIA MOTORS

INC (#54885); GOLDEN MOTORS (#68423); PEN MOTORS INC. (#26517); BOB

TAYLOR JEEP INC(#23695); BOLLINGER'S, INC. (#25078); BROTHER'S MOTORS

INC./DIAMOND DODGE (#68771); ST PETE JEEP CHRYSLER (#26318); RALLYE

AUTO PLAZA INC. (#44078); NEIL HUFFMAN INCORPORATED (#68107/#43947);

BILL SPURLOCK DODGE, INC.(#43024); ROCK OF TEXAS AUTOMOTIVE INC

(#60020); SOUTH HOLLAND DODGE (#43020); PRIDE CHRYSLER JEEP (#67773);

THOMAS DODGE CORP (#44098); TAYLOR-PARKER MOTOR COMPANY (#67959);

EVANSVILLE CHRYSLER INC (#66101); ALLEY'S OF KINGSPORT, INC. (#42002);

AUGUSTA DODGE, INC. (#44615); M&M DODGE, INC. (#59731); SCHOLTES AUTO

WORLD (#39834); AXELROD CHRYSLER INC. (#68191); FIORE CHRYSLER

JEEP/JIM FIORE MOTORS(#60214); FAWS GARAGE(#62044); LAKES CHRYSLER

JEEP LIMITED(#26448); VAN BURKLEO MOTORS INC(#23861); FISHER MOTORS

INC(#23691); COURTESY NISSAN INC (#26294); KEY BUICK-PONT-AMC INC

(#42569); SOUTHEAST AUTOMOTIVE (#23926); EXTREME JEEP INC (#26632);

NOTICE OF APPEAL - 1
PIDGEON & DONOFRIO GP
3002 Colby Avenue, Suite 306
Everett, Washington 98201
(425)605-4774

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AMBASSADOR AUTO SERVICE, INC. (#24160); MUELLER CHRYSLER INC (#64826);

WILSON DODGE NISSAN (#43679); PRESTON CHRYSLER JEEP (#63181); FORT

MORGAN AUTO CENTER INC (#45143); SUPERIOR MOTORS INC (#24026); WACO

DODGE SALES INC (#41132); ARCHER CHRYSLER JEEP (#66098); D PATRICK INC

(#23717); BREHM GROUP INC(#68069); BIRMINGHAM CHRYSLER PLYMOUTH INC

(#63747); CLARKSTON MOTORS INC (#67545); BERLIN CHRYSLER INC (# 65052);

EL DORADO MOTORS INC (#68399); RUSSO GROUP ENTERPRISES INC (#63391);

FOX HILLS CHRYSLER JEEP INC (#66924); ORLEANS DODGE CHRYSLER JEEP

INC (#45231); WALKER MOTORS INC (#23005); MONICATTI CHRYSLER JEEP

SALES (#61888); SHOEMAKER'S JEEP INC (#23178); SNOW, LLC/CHAMPION

CHRYSLER (#44620); RAY'S FORD-MERCURY INC/RAY'S CDJ (#67191); BARBER

BROS MOTOR CO INC (#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 (#43679); KALMAR MOTOR

SALES, INC (#23502); REUTHER INVESTMENT CO (#23738); CONTINENTAL

CHRYSLER JEEP INC (#26017); MT CLEMENS DODGE INC (#59244); GOLICK

CHRYSLER JEEP INC (#23492); BRUCE CAMPBELL DODGE INC (#43102);

CLAYTON AMERMAN INC (#53696); ISLAND JEEP INCORPORATED (#26272);

AUFFENBERG CHRYSLER INC (#68628); and DUVALL CHRYSLER DODGE JEEP

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

134
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Appeals for the Second Circuit, from the ORDER AFFIRMING THE ORDER OF THE

BANKRUPTCY COURT, DISMISSING APPELLEE’S MOTION FOR CERTAIN RELIEF,

AND DENYING WITHOUT PREJUDICE COUNSEL’S MOTION TO WITHDRAW of

August 30, 2010.

Dated this 28th day of September, 2010, in Everett, Washington.

//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

135
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APPENDIX G

136
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2 UNITED STATES BANKRUPTCY COURT

3 SOUTHERN DISTRICT OF NEW YORK

4 Case No. 09-50002

5 - - - - - - - - - - - - - - - - - - - - -x

6 In the Matter of:

8 CHRYSLER LLC, et al.

10 Debtors.

11 - - - - - - - - - - - - - - - - - - - - -x

12

13 United States bankruptcy court

14 One Bowling Green

15 New York, New York

16

17 May 27, 2009

18 10:03 AM

19

20 B E F O R E:

21 HON. ARTHUR J. GONZALEZ

22 U.S. BANKRUPTCY JUDGE

23

24

25

137

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Pb½
Case: 10-3933 Document: 28-2 Page: 139 11/15/2010 146842 139 - 352 -

CHRYSLER LLC, et al.

1 Q. To your knowledge, did the United Auto Workers or their

2 VEBA request a reduction of the dealer network?

3 A. This has never been part of any discussion between us and

4 the UAW and VEBA.

5 Q. To your knowledge, in any of your discussions with the

6 United States Treasury, has the United States Treasury

7 requested or demanded any reduction in the dealer network?

8 A. U.S. Treasury has never demanded such a restructuring, at

9 least in presence of Fiat.

10 Q. Are you aware of any request by any government agency,

11 including the Auto Task Force, that has demanded a reduction in

12 Chrysler's dealer network?

13 A. We have never been part of a discussion in which the

14 Treasury has requested the restructuring.

15 Q. If this transaction closes without an absolute requirement

16 of a particular number of dealers that are being terminated,

17 would Chrysler still go through with this deal -- I mean,

18 rather, would Fiat still go through with this deal?

19 A. The answer is that a restructure needs to occur. Whether

20 it occurs before or after the closing of the deal is not a

21 material difference. I cannot indicate whether there is a

22 restructuring that would have been structured by NewCo without

23 being significantly different from the one that has been

24 implemented so far. As I said, Fiat and Chrysler did agree

25 (sic) the methodology for the selection of the dealer network.

138

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