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Mahindra & Mahindra, Ltd. v. Holloway Motor Cars of Manchester, LLC

Supreme Court of New Hampshire

September 30, 2014

Mahindra & Mahindra, Ltd.
v.
Holloway Motor Cars of Manchester, LLC & a

Argued April 16, 2014.

Page 1171

[Copyrighted Material Omitted]

Page 1172

Merrimack.

Shaheen & Gordon, P.A., of Concord ( Steven M. Gordon and Benjamin T. Siracusa Hillman on the brief), and King & Spalding, LLP, of Atlanta, Georgia ( L. Joseph Loveland on the brief and orally), for the petitioner.

Holmes Law Offices PLLC, of Concord ( Gregory A. Holmes on the brief and orally), for the respondents.

CONBOY, J. DALIANIS, C.J., and HICKS and BASSETT, JJ., concurred.

OPINION

Page 1173

Conboy, J.

The petitioner, Mahindra & Mahindra, Ltd. (Mahindra), appeals a decision of the Superior Court ( Smukler, J.) affirming a default judgment by the New Hampshire Motor Vehicle Industry Board (Board) in favor of the respondents, Holloway Motor Cars of Manchester, LLC, Peters Auto Sales, Inc., and Crest Chevrolet, Inc. (collectively " dealers" ). Mahindra argues that the trial court erred by finding that the Board had personal jurisdiction over Mahindra and subject matter jurisdiction to adjudicate the dealers' claims against Mahindra. We vacate the order of the superior court and remand with instructions to remand to the Board for further proceedings consistent with this opinion.

I. Background

The following facts are drawn from the trial court's order, the record, or are otherwise undisputed on appeal. On July 12, 2011, the dealers filed a protest with the Board alleging that Mahindra, a motor vehicle manufacturer based in Mumbai, India, violated RSA chapter 357-C. See generally [166 N.H. 743] RSA 357-C:3, :7 (2009 & Supp. 2013). The dealers asserted that Mahindra entered into a distributor agreement with Global Vehicles, U.S.A. Inc. (Global Vehicles) by which Global Vehicles became the exclusive distributor of Mahindra's motor vehicles in the State of New Hampshire. They further alleged that the dealers paid a fee to Global Vehicles in order to become dealers of Mahindra's motor vehicles. The dealers claimed that Mahindra " violated RSA [chapter] 357-C by its wrongful termination of the Distributor Agreement with Global [Vehicles], its announced intention not to honor the franchise agreements held by the dealers, and its refusal to provide motor vehicles to Global [Vehicles] and the dealers in accordance with its agreement and state law." Although the dealers had entered into agreements only with Global Vehicles, they brought their protest against both Mahindra and Global Vehicles.

The Board issued a notice of pre-hearing conference to the dealers, Global Vehicles, and a senior vice president of Mahindra U.S.A., a subsidiary of Mahindra, in Kennesaw, Georgia. The notice to Mahindra U.S.A. was returned. Mahindra did not participate in the pre-hearing conference.

Page 1174

After the conference, the dealers attempted service of the protest on Mahindra through a variety of means. They sent copies of the protest by certified mail to Mahindra's counsel in Georgia and to the president of Mahindra's automotive and farm equipment sector at an address in Houston, Texas. The dealers also sent a copy of the protest to the same Mahindra sector president at an address in Mumbai, India, which was delivered by United Parcel Service. In addition, the dealers sent a copy of the protest to the sheriff's office in Marietta, Georgia, for service on the senior vice president of Mahindra USA Automotive. The sheriff's return stated that the individual could not be found.

On May 22, 2012, the Board issued a notice of hearing to the dealers, Global Vehicles, and Mahindra's sector president in Houston, Texas. Mahindra's attorney in Georgia sent a letter to the Board (the " letter" ) responding to the hearing notice and requesting that all claims against Mahindra be dismissed. The letter was filed " for the limited purpose of raising three objections:"

First, Mahindra respectfully submits that it is not subject to the Board's jurisdiction because Mahindra was never served with the July 12, 2011 Protest. Second, Mahindra also is not subject to the Board's jurisdiction because Mahindra does not manufacture or assemble new motor vehicles for use and operation on the public highways of New Hampshire. Third, as set forth further herein, [the dealers'] protest improperly asks this Board to interject itself into a private contractual dispute between Global Vehicles and Mahindra. This dispute was decided in Mahindra's favor earlier [166 N.H. 744] this year following an international arbitration that Global Vehicles initiated in London pursuant to a binding arbitration clause in the Mahindra-Global Vehicles Distributor Agreement. Accordingly, even if the Board had jurisdiction over the contract dispute between Global Vehicles and Mahindra (it does not), that dispute was subject to an arbitration where Global Vehicles' claims have been soundly rejected.

With respect to the third objection, relating to the arbitration with Global Vehicles, the letter explained:

Even if the Board finds that it has jurisdiction over Mahindra, Mahindra observes that [the dealers'] Protest consists primarily of allegations about the Mahindra-Global Vehicles Distributor Agreement, to which [the dealers] are not parties... .
In the arbitration, Global Vehicles had claimed that Mahindra engaged in certain conduct in violation of the Distributor Agreement... . [T]he arbitral tribunal rejected Global Vehicles' claims, including the claim that Mahindra wrongfully terminated the Distributor Agreement. Instead, the tribunal found that the Distributor Agreement automatically terminated on June 11, 2010 according to its own terms, and that Mahindra had not otherwise violated any state or federal dealer laws that may govern the relationship between Mahindra and Global Vehicles.
[The dealers] have not alleged that they entered into any separate contracts with Mahindra. To the extent [the dealers] intend to re-litigate Global Vehicles' claims against Mahindra on Global Vehicles' behalf in this forum, any issues relating to the prior dispute between Global Vehicles and Mahindra -- including but not limited to any issues related to the performance and termination of a Distributor Agreement to which [the dealers] are ...

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