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Black Hills Truck & Trailer, Inc. v. Mac Trailer Manufacturing, Inc.

United States District Court, D. South Dakota, Southern Division

August 28, 2017

BLACK HILLS TRUCK & TRAILER, INC., Plaintiff,
v.
MAC TRAILER MANUFACTURING, INC., and SIOUXLAND TRAILER SALES, INC., Defendants.

          ORDER DENYING MOTION FOR SUMMARY JUDGMENT

          KAREN E. SCHREIER UNITED STATES DISTRICT JUDGE

         Plaintiff, Black Hills Truck & Trailer, Inc., brought this action naming MAC Trailer Manufacturing, Inc. and Siouxland Trailer Sales, Inc., as defendants. Black Hills alleges tortious interference with a present and prospective business advantage against Siouxland. Docket 46. Siouxland moves for summary judgment on Black Hills's claim of tortious interference. Docket 65.

         FACTUAL BACKGROUND

         The facts, viewed in the light most favorable to Black Hills, the non-moving party, are as follows:

Gary March owns Siouxland located in Sioux City, Iowa. Siouxland also has sites in Pacific Junction, Iowa and Harrisburg, South Dakota. Siouxland sells trailers made by four different manufacturers-MAC, Polar, Vanguard, and Doonan. Docket 67 at 2. Black Hills is a truck and trailer dealership located in Rapid City, South Dakota. Docket 66 at 1. Black Hills is a subsidiary of North American Truck & Trailer, Inc., (NATT), which is owned by the Rush family in Sioux Falls, South Dakota. Id. Volvo Trucks of Omaha, Inc. (VTO) is a subsidiary of NATT located in Omaha, Nebraska. Id. NATT has dealer or service locations in various cities[1] across South Dakota, Nebraska, and Iowa. Id. MAC is a trailer manufacturer and Mike Conny is the owner, CEO, and President of MAC.

         Siouxland and MAC entered into a Distributor Selling Agreement (dealer agreement) on November 22, 2010. Docket 73-1. The dealer agreement provided Siouxland with an Area of Responsibility (AOR) of the western two-thirds of Iowa and did not make any reference to an AOR in South Dakota or Nebraska. Id. Black Hills and MAC entered into a dealer agreement on September 26, 2012, that provided Black Hills with an AOR including seven South Dakota counties, twelve Nebraska counties, and a dealer location in Rapid City. Docket 67-6. Prior to signing the agreement, Steve Hallas, Vice President of Sales for MAC Trailer Manufacturing, clarified with Mike Rush, Vice President of NATT, that he could only have MAC trailers at the Rapid City location and that Rush could not “put any trailers in the Sioux land [sic] AOR!” Docket 67-13. On December 26, 2012, March learned that MAC had entered into an agreement with Bill Rush, President of NATT, for Bill Rush to set up an MAC dealership in his Rapid City, South Dakota store. Docket 66 at 2. That same day, March sent an email to Steve Hallas, Vice President of Sales for MAC Trailer Manufacturing, stating, “Gentlemen, my blood pressure can't get any higher than it is right now after reading you set up Bill Rush of Black Hills Trailer. If I see he has taken us out of one deal I will find a new supplier [sic] Do not take this as a threat it is a promise. I hope you did not set them up with Tanks.” Docket 67-7. Hallas responded “Gary I thought you and I talked about this this morning? I told you nothing would be done that Tom L and I would go over it on Tuesday? So why the emails now?” Id.

         On January 9, 2013, March sent another email to Hallas regarding Rush stating “Interesting visit today from Ken Willcox president of Delta-Waseca Inc., Truck body mfg. Seems they have been sued by the Rush family for bogus product claims, [sic] Company has been around forever, [sic] Inherited the Omaha store when Rush bought it. Sold to them because of the previos [sic] owners the next thing the bodies show up at his other dealerships, making some very un happy [sic] dealers such as their Sioux Falls Dealer Northern equipment co . . . .” Docket 67-8. March then provided a phone number for Hallas to call Willcox. Id.

         On May 28 or 29 of 2013, an employee of March's Harrisburg, South Dakota location informed March that there were MAC trailers on the sales lot of NATT's Sioux Falls, South Dakota location. Docket 66 at 3. March then went to Sioux Falls and observed a stack[2] of MAC trailers and two more trailers on top of each other. Docket 67-3 at 16. March then called Hallas to complain that Black Hills was displaying MAC trailers in Sioux Falls for the purpose of selling them. Id. at 17. Black Hills denies that it stocked MAC trailers in Sioux Falls with the purpose of selling them. Docket 70 at 6. On May 29, 2013, Hallas and Conny talked about Black Hills and agreed that the Black Hills dealer agreement should be cancelled. Docket 67-9; Docket 70 at 9.

         On May 30, 2013, March sent Hallas another email stating “let me give some insight why I have trouble with Rush Companies” and then detailed several reasons March has trouble with Rush companies. Docket 67-9. The final reason stated, “Now MAC trailers are showing up in Sioux Falls.” Id. Hallas then responded that “It was made very clear to Mike Rush that he couldn't do what has happened. Mike Conny and I have talked briefly yesterday and we both feel that Black hills should be canceled for doing what they did.” Id. And March replied stating, “Do not cancel Rush wait till his year runs out he will sue you I am sure of that, I don't want MAC hurt.” Id. And then March gave Hallas the name of a different potential dealer in Rapid City. Id.

         A few days later, Hallas sent Mike Rush an addendum stating that MAC would like to issue an amended dealer agreement to Black Hills under several conditions. Docket 67-10. The conditions were: Black Hills would be permitted to sell only Dump and Flatbed trailers; Black Hills could only stock trailers at the Rapid City location; Black Hills would not be permitted to stock trailers in any other location for any reason; Black Hills would not be permitted to advertise the MAC product line in any advertisement other than the Rapid City advertisements; and Black Hills could only sell out of the Rapid City location and north or south of Rapid City but not east of Rapid City. Id. In reference to the five restrictions, the addendum also stated that “In the event that any of this happens your dealer agreement with Mac Trailer will be cancelled. If you understand and agree with this please sign and return.” The addendum also included the amended dealer agreement dated June 3, 2013, and signed by Mike Conny. Id. The amended dealer agreement provided that Black Hills would forfeit its twelve-county AOR in Nebraska.

         On June 24, 2013, Hallas sent Mike Rush a letter stating that “MAC Trailer will not be able to accept any orders placed by Black Hills Truck and Trailer until the adjusted dealer agreement and addendum sheet is signed and received by MAC Trailer.” Docket 67-11. On June 26, 2013, Hallas emailed LaGiglio directing him not to build any trailers for Black Hills because Hallas had not received the signed amended dealer agreement and addendum, and he did not want to sell Black Hills any more product until Black Hills signed the new agreement. Docket 73-6. On June 27, 2013, Mike Rush sent an email to Hallas and LaGiglio confirming that Black Hills had received the amended dealer agreement and additional letters but that Black Hills was not going to sign the agreement and was “going to stick with the current dealer agreement.” Docket 67-15. LaGiglio then emailed Hallas stating “How do you want to handle this clown?” Docket 73-7.

         On July 2, 2013, Black Hills's attorney sent a letter to Hallas. The letter stated that Hallas's June 24, 2013 letter constituted an “immediate termination of the [dealer agreement] without notice and good cause, and is prohibited by South Dakota law.” Docket 67-14. The letter then stated that Black Hills would not agree to the new terms demanded by MAC and that the agreement must be enforced according to its original terms including allowing Black Hills to “sell tank-type trailers to customers that desire such products, or other MAC trailer models as requested by customers.” Id. The letter then explains that if MAC would not agree, Black Hills would file a civil action. Id.

         On July 19, 2013, MAC's attorney sent a letter to Black Hills's attorney in response to the July 2, 2013 letter. Docket 73-8. The letter stated that it served “as notice that MAC will not renew the Dealer Agreement for calendar year 2014, beginning January 1, 2014, and any year thereafter.” Id. On March 25, 2014, LaGiglio emailed Gary March proposing to grant Siouxland an AOR including the part of Nebraska that had formerly been under Black Hills's AOR. Docket 70 at 11.

         DISCUSSION

         “One of the principal purposes of the summary judgment rule is to isolate and dispose of factually unsupported claims or defenses[.]” Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986). Summary judgment is proper “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a); Celotex Corp., 477 U.S. at 323 (“[A] party seeking summary judgment always bears the initial responsibility of . . . demonstrat[ing] the absence of a genuine issue of material fact.” (internal quotations omitted)). The moving party must inform the court of the basis for its motion and also identify the portion of the record that shows there is no genuine issue in dispute. Hartnagel v. Norman, 953 F.2d 394, 395 (8th Cir. 1992) (citation omitted).

         Once the moving party meets its initial burden, the nonmoving party must establish “that a fact . . . is genuinely disputed” either by “citing to particular parts of materials in the record, ” or by “showing that the materials cited do not establish the absence . . . of a genuine dispute.” Fed.R.Civ.P. 56(c). “The nonmoving party may not ‘rest on mere allegations or denials, but must demonstrate on the record the existence of specific facts which create a genuine issue for trial.' ” Mosley v. City of Northwoods, 415 F.3d 908, 910 (8th Cir. 2005) (quoting Krenik v. Cty. of Le Sueur, 47 F.3d 953, 957 (8th Cir. 1995)). For purposes of summary judgment, the facts and inferences drawn from those facts are “viewed in the light most favorable to the party opposing the motion.” Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (quoting United States v. Diebold, Inc., 369 U.S. 654, 655 (1962)).[3]

         I. ...


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