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Braman Motors, Inc. v. BMW of North America, LLC

United States District Court, S.D. Florida

September 30, 2019

BRAMAN MOTORS, INC., et.al., Plaintiffs,
v.
BMW OF NORTH AMERICA, LLC, et al., Defendants.

          ORDER

          DARRIN P. GAYLES UNITED STATES DISTRICT JUDGE.

         THIS CAUSE comes before the Court on Defendant Bayerische Motoren Werke Aktiengesellschaft's Motion to Dismiss for Lack of Personal Jurisdiction and for Failure to State a Claim (the “Motion”) [ECF No. 129]. The Court has reviewed the Motion, argument of counsel, and the record and is otherwise fully advised. For the reasons that follow, the Motion is granted.

         BACKGROUND

         I. Braman's Franchise Agreement

         This action challenges the franchise agreements of one of the most recognized car companies in the world: BMW. Plaintiff Braman Motors, Inc.[1] is a prominent car dealership in South Florida. Braman is a franchisee of BMW of North America, LLC (“BMW NA”) and has been the primary purveyor of BMWs in South Florida for many years.

         Braman sued BMW NA and Bayerische Motoren Werke Aktiengesellschaft (“BMW AG”) (collectively, “Defendants”) here for making significant changes to BMW's franchise agreement that Braman contends are extortionary, unilateral, and violate both the original franchise agreement and Florida law. The Corrected Third Amended Complaint (the “Complaint”) [ECF No. 127] names three specific changes: the addition of an Added Value Program, [id. ¶¶ 28-66], BMW's practice of “punching” vehicles that results in Braman purchasing extra cars it claims to neither need nor want, [id. ¶¶ 67-73], and BMW's dealer effectiveness metric, a measure for calculating each individual dealer's performance goals that Braman asserts is biased and uses unfair metrics, [id. ¶¶ 74-81]. Each of these programs, Braman contends, represents a substantive change to the franchise agreement that was imposed without notice and has resulted in fundamental alterations to the dealer/manufacturer relationship and Braman's business as a whole. Braman alleges these changes caused Braman to lose profits and bonuses to which Braman would have previously been entitled.

         II. BMW AG and BMW NA's Corporate Relationship

         BMW AG is a German corporation that manufactures the cars that BMW NA distributes throughout the United States to dealers like Braman.[2] Although some customers place specific orders directly with BMW AG, dealers mostly submit their orders to BMW NA which, in turn, submits them to BMW AG. BMW NA handles all communications with dealers about specific orders. BMW AG then completes the orders and ships the cars to BMW NA, which is then responsible for ensuring the cars reach their final destination in the United States.

         Although Braman sued both BMW AG and BMW NA, Braman's contract is exclusively with BMW NA. Braman named BMW AG as a defendant because BMW AG is BMW NA's corporate parent and because “many of the decisions and actions described [in the Complaint] have been taken in concert with, and often at the direction of, personnel and officials of BMW AG.” [ECF No. 127, ¶ 82]. BMW AG has no offices or personnel in the United States. BMW NA, however, is a Delaware corporation with its principal place of business in New Jersey and with a shipping location in Jacksonville, Florida. BMW NA and BMW AG have their own management teams, their own books of business, and their own financials. Four intermediate corporations separate BMW AG and BMW NA, and BMW AG does not directly own or hold any interest in BMW NA.

         III. Procedural History

         Braman's Complaint asserts eleven counts against both Defendants: Count 1 - violation of the Florida Dealer Act, Fla. Stat. § 320.65(5), (6); Count 2 - violation of the Florida Dealer Act, Fla. Stat. § 320.64(34); Counts 3 and 4 - violations of the Florida Dealer Act, Fla. Stat. § 320.64(42)(a); Count 5 - violation of the Florida Dealer Act, Fla. Stat. § 320.641; Count 6 - violation of the Florida Dealer Act, Fla. Stat. § 320.696(6); Count 7 - violation of the Florida Dealer Act, Fla. Stat. § 320.696(7); Count 10 - violation of the Florida Dealer Act, Fla. Stat. § 320.64(42)(a); and Count 11 - violation of the Florida Dealer Act, Fla. Stat. § 320.641. Braman also separately brings two claims against BMW NA for breach of the Dealer Agreement (Count 8) and breach of the implied covenant of good faith and fair dealing (Count 9). Currently at issue is BMW AG's Motion to Dismiss for Lack of Personal Jurisdiction and for Failure to State a Claim, which is now ripe for review.

         LEGAL STANDARD

         “A plaintiff seeking to establish personal jurisdiction over a nonresident defendant ‘bears the initial burden of alleging in the complaint sufficient facts to make out a prima facie case of jurisdiction.'” Louis Vuitton Malletier, S.A. v. Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013) (quoting United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009)). Complaints must include “properly pleaded facts pertinent to the conduct and activities of the defendant in the forum state[.]” Borislow v. Canaccord Genuity Grp. Inc., et al., No. 14-cv-80134, 2014 WL 12580259, at *4 (S.D. Fla. June 27, 2014) (internal quotation marks omitted) (citing Elmex Corp. v. Atl. Fed. Sav. & Loan Ass'n of Ft. Lauderdale, 325 So.2d 58, 61 (Fla. 4th DCA 1976)); see also Mcgee v. Cook, No. 8:09-CV-2543-T-27TGW, 2011 WL 1365024, at *4-5 (M.D. Fla. Apr. 11, 2011) (holding that personal jurisdiction was insufficiently pled where the original complaint contained “insufficient specific allegations of these Defendants' business activities in Florida, their liens on Florida property, or their contracts to provide insurance in Florida”). When a defendant submits evidence in support of its challenge to personal jurisdiction, “the burden traditionally shifts back to the plaintiff to produce evidence supporting jurisdiction.” United Techs. Corp., 556 F.3d at 1274 (quoting Meier ex rel. Meier v. Sun Intern. Hotels, Ltd., 288 F.3d 1264, 1269 (11th Cir. 2002)). “Where the plaintiff's complaint and supporting evidence conflict with the defendant's affidavits, the court must construe all reasonable inferences in favor of the plaintiff, ” Diamond Crystal Brands, Inc. v. Food Movers Int'l, Inc., 593 F.3d 1249, 1257 (11th Cir. 2010) (citation omitted), and still must “accept the facts alleged in the complaint as true, to the extent they are uncontroverted by the defendant's affidavits.” Madara v. Hall, 916 F.2d 1510, 1514 (11th Cir. 1990).

         A federal court undertakes a two-step inquiry in determining whether personal jurisdiction over a nonresident defendant exists. First, the court must determine whether the exercise of jurisdiction is appropriate under Florida's long-arm statute or another jurisdictional statute. Under Florida law, the long-arm statute is satisfied if the parties can demonstrate that either general or specific jurisdiction exists. See Dohler S.A. v. Guru, No. 16-23137-CIV, 2017 WL 4621098, at *3 (S.D. Fla. Oct. 16, 2017). Both parties here agree that personal jurisdiction could only attach through specific jurisdiction. Specific jurisdiction “authorizes jurisdiction over causes of action arising from or related to the defendant's actions within Florida and concerns a nonresident defendant's contacts with Florida only as those contacts related to the plaintiff's cause of action.” Louis Vuitton, 736 F.3d at 1352 (citing Oldfield v. Pueblo de Bahia Lora, S.A., 558 F.3d 1210, 1220 n. 27 (11th Cir. 2009)).

         Second, the court must determine whether personal jurisdiction over the defendant violates the Due Process Clause of the Fourteenth Amendment to the United States Constitution. Mutual Serv. Ins. Co. v. Frit Indus., Inc., 358 F.3d 1312, 1319 (11th Cir. 2004). That is, whether the defendant has such minimum contacts with the forum so that exercising ...


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