Ford Motor Company v. Darling's

Summary

The Maine Supreme Judicial Court considered whether Ford’s termination of the Blue Oval Certified incentive program modified its franchise relationship with Darling’s under Maine’s Business Practices Between Motor Vehicle Manufacturers, Distributors and Dealers Act. The court held that the incentive program was part of the franchise arrangement and that Ford’s failure to provide written notice by certified mail violated the Act. The court affirmed the Board’s and Business and Consumer Docket’s rulings in most respects, but vacated the monetary damages award because the Board lacked authority to award damages and remanded for a jury determination of damages.

Holdings

1. The Blue Oval Certified program was part of the overall franchise arrangement between Ford and Darling's because the Dealers Act's term "arrangement" encompasses the broader course of dealing contemplated by the parties' agreement, including future incentive programs.
2. Compliance with 10 M.R.S. § 1174(3)(B)'s requirement of ninety days' written notice by certified mail is mandatory; actual notice or informal communications do not suffice.
3. The presumption under 10 M.R.S. § 1189-B(2) that the Board's factual findings are correct unless rebutted by clear and convincing evidence does not violate article I, section 20 of the Maine Constitution.
4. The Maine Motor Vehicle Franchise Board lacks jurisdiction to award monetary damages under the Dealers Act; damages must be determined by the court.
5. Ford committed one violation, not a separate violation for each unpaid incentive payment, because the violation was the single franchise modification without required notice.

Questions Presented

1. Whether the Blue Oval Certified incentive program was part of the Ford-Darling's franchise arrangement under 10 M.R.S. § 1171(6).
2. Whether section 1174(3)(B) requires strict compliance with ninety days' written notice by certified mail before a manufacturer substantially and adversely modifies a franchise, notwithstanding actual notice.
3. Whether the statutory presumption that the Board's factual findings are correct unless rebutted by clear and convincing evidence violates the Maine Constitution's right to trial by jury.
4. Whether the Maine Motor Vehicle Franchise Board has authority to award monetary damages under the Dealers Act.
5. Whether Ford's failure to make each incentive payment constituted multiple violations subject to multiple civil penalties under 10 M.R.S. § 1171-B(3).

Disposition

vacated