In this case, however, the evidence reveals that the plaintiff received his fair proportion of automobiles distributed to associate dealers. The plaintiff's percentage was as high as, or higher than, other associate dealers in his class. The plaintiff's ratio with the defendant's retail sales department was not maintained, but the change there was due to the change of sales policy by the manufacturer. The manufacturer, in reply to the defendant's insistent demands for more automobiles, told the defendant that it would have to reduce its allowances to associate dealers.
Plaintiff alleges also that the decrease by defendant of his allotment as an associate dealer carried over to, and controlled, his allotment as a direct dealer. Such allegation is also unsupported by the evidence. When plaintiff became a direct dealer, his contract was with the manufacturer, and established an entirely new and different arrangement. The number of vehicles he had received and sold was, no doubt, one of the factors considered by the manufacturer in determining his allowance of cards, but it was not controlling. The manufacturer was free to allow the plaintiff any percentage of the available supply, and did fix the plaintiff's allowance by other considerations. The defendant can not be held accountable, after termination of contract, for what the manufacturer did. The case cited by plaintiff, Wood Motor Co., Inc. v. Nebel, syllabus 5, supports this holding.
There is one other question which this case presented, and to which the court has given careful consideration. The plaintiff and defendant were engaged in a joint enterprise for the sale of De Soto and Plymouth motor vehicles. The original contract provided:
'Associate dealer and direct dealer agree to do business together and thus to facilitate associate dealer's purchases and resale of De Soto and Plymouth products.'
It stated further that:
'It is direct dealer's aim to have a fair mutually helpful and friendly business association exist between associate dealer and direct dealer.'
The question is, Did the defendant fairly fulfil that part of the agreement? It is beyond question that the defendant was obligated to supply motor vehicles to the plaintiff. Regardless of the failure of the plaintiff to sustain his allegations regarding subsequent agreements for specific percentages, the defendant was bound by the terms of the original contract to act in good faith with the plaintiff, and supply to him and other associate dealers a fair proportion of available vehicles. The evidence convinces the court that the defendant met that requirement of the contract. The defendant called a meeting of all associate dealers, explained the conditions, and stated the percentage allotment which each dealer should receive (Page 20, Plaintiff's Exhibit No. 3).
The plaintiff complained of no breach of contract prior to October, 1948. Shortly prior to that time, the manufacturer changed its sales policy and reduced the number of the associate dealers to be supplied by the defendant. As a result, the number of motor vehicles which the defendant received was reduced, and defendant was constrained to reduce the allotment which had been established for the plaintiff. But the defendant maintained the former ratio between associate dealers.
In view of all the testimony, especially the testimony of former officers of the defendant company, who are not now associated with the defendant, the court is unable to say that the conduct of the defendant toward the plaintiff at that time was unfair or unjust. The agreement between the parties, and the working arrangement, placed the direct dealer in competition with his associate dealers to some extent. That fact was accepted by the parties. The arrangement did not create that kind of fiduciary relation or trusteeship which forbids any self-interest or self-consideration. In view of the unexpected developments resulting from the war, the nature of the contract which the parties made, and the change of sales policy by the manufacturer, it was permissible for the defendant to consider its own preservation in business. In the circumstances, all that the plaintiff could do was what he ultimately did -- become a direct dealer himself. He cannot impose upon the defendant all the losses which he suffered as a result of conditions for which neither party was responsible, and as to which their contract made no provision.
Furthermore, the termination agreement (Defendant's Exhibit No. 6), in the opinion of the court, is fatal to plaintiff's claims. An agreement terminating a former contract terminates all claims based on the former contract, unless exceptions are expressly made. In this instance, there were no exceptions. The former contract, and all claims arising therefrom, came to an end when the termination agreement was executed on the 31st day of May, 1949 -- that was its purpose. Juniper Lumber Co. v. John M. Nelson, Jr., 133 Va. 146, 112 S.E. 564, 24 A.L.R. 247; Durasteel Co. v. Great Lakes Steel Corp., 8 Cir., 1953, 205 F.2d 438.
The plaintiff's claims, therefore, can not be sustained. Complaint dismissed at costs of plaintiff.
© 1992-2004 VersusLaw Inc.