Fresno Motors, LLC v. Mercedes-Benz USA, LLC

Plaintiffs Fresno Motors, LLC (“Fresno”) and Selma Motors, Inc. (“Selma”) (jointly, “plaintiffs”) signed an Asset Purchase Agreement to purchase a Mercedes-Benz dealership from Asbury Fresno Imports, LLC (“Asbury”). MercedesBenz USA, LLC (“MB”), the manufacturer/importer of the vehicles sold by the dealership, exercised a right of first refusal (“ROFR”) contained in its dealership agreement with Asbury. After several unsuccessful attempts to resolve plaintiffs’ objections to MB’s exercise of its ROFR, plaintiffs brought this action contesting the timeliness and propriety of that exercise.

In a first amended complaint (“FAC”) plaintiffs assert five claims against MB, all brought under California law: (1) intentional interference with existing contractual advantage; (2) intentional interference with prospective economic advantage; (3) violation of California Business and Professions Code § 17200; (4) violation of California Vehicle Code § 17133.3(t); and (5) fraudulent concealment. MB moved to dismiss the FAC under Fed.R.Civ.P. 12(b)(1) and 12(b)(6). Because all operative facts appeared to be agreed, the district court converted the motion to one for summary judgment under…