Courtesy Oldsmobile, Inc. v. General Motors Corp.

MEMORANDUM *

Courtesy Oldsmobile, Inc. (“Courtesy”) appeals the district court’s summary judgment in favor of General Motors Corporation (“GM”) in an action arising from GM’s decision to phase out its Oldsmobile Division. Courtesy contends that questions of material fact exist as to whether GM breached three articles of the Dealer Sales and Service Agreement (“Dealer Agreement”) and violated four provisions of the Nevada Motor Vehicle Franchise Act (“NMVFA”). We have jurisdiction under 28 U.S.C. § 1291 , and we affirm.

We review the district court’s grant of summary judgment de novo and may affirm on any ground supported by the record. San Jose Christian Coll. v. City of Morgan Hill, 360 F.3d 1024 , 1029-30 (9th Cir.2004). We also review the district court’s interpretation of state law de novo. Emrich v. Touche Ross & Co., 846 F.2d 1190, 1198 (9th Cir.1988).

I. Courtesy’s Contract Claims

The Dealer Agreement is governed by Michigan law, which requires us to determine whether the disputed contractual language is ambiguous in the first instance. See Port Huron Educ. Ass’n, MEA/NEA v. Port Huron Area Sch. Dist., 452 Mich. 309 , 550 N.W.2d 228, 237 (1996). We determine the meaning…