Smail Imports Inc v. RMJ Motors Inc

NOT PRECEDENTIAL UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT __________ No. 21-2605 __________ SMAIL IMPORTS INC; LMJ II INC, Appellants v. RMJ, MOTORS, INC; NR REALTY 4, LLC; HYUNDAI MOTOR AMERICA ______________ On Appeal from the United States District Court for the Western District of Pennsylvania (D.C. No. 2:20-cv-00109) District Judge: Hon. J. Nicholas Ranjan ________________ Submitted Under Third Circuit L.A.R. 34.1(a) on June 10, 2022 Before: CHAGARES, Chief Judge, AMBRO and FUENTES, Circuit Judges. (Opinion filed : August 4, 2022) __________ OPINION __________ FUENTES, Circuit Judge.  This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. Like many before it, this case arises from a deal gone bad. Defendant-Appellee RMJ Motors, Inc. (“RMJ”) terminated an Asset Purchase Agreement for the sale of its Hyundai dealership to Plaintiff-Appellant Smail Imports Inc. (“Smail”). As a result, Defendant-Appellee NR Realty 4, LLC (“NR Realty”) canceled its contingent agreement with Plaintiff-Appellant LMJ II, LLC (“LMJ”) to sell the land on which the dealership sat. When the agreements fell apart, Smail and LMJ sued RMJ, NR Realty, and Defendant-Appellee Hyundai Motor America (“Hyundai”). The parties eventually cross- moved for summary judgment, and the District Court ruled in favor of Defendants- Appellees. Smail and LMJ now appeal that adverse ruling. Because we see no error in the District Court’s decision, we will affirm. I. Smail was created by Smail Auto Group, a Western Pennsylvania auto group comprised of six dealerships, to acquire a Hyundai dealership from RMJ. Smail Auto Group’s part-owner, Mark Smail, managed the purchase along with Chief Financial Officer Cynthia Warsing. On July 24, 2019, Smail and RMJ entered into an Asset Purchase Agreement (the “Agreement”) detailing the terms of the transaction. LMJ and NR Realty entered into a separate agreement for the sale of the property on which the dealership sat, contingent upon the closing of the dealership transaction. Before Smail could acquire the dealership from RMJ, it needed the consent of Hyundai, the manufacturer. Under the Pennsylvania Board of Vehicles Act (“BVA”), 2 Hyundai had 60 days to respond to Smail’s request for consent once Smail submitted certain information.1 Complicating matters was the fact that, under Section 9.1(d) of the Agreement, RMJ could terminate the transaction if Smail failed to complete its application to Hyundai within 75 days of the Agreement’s signing—by October 8, 2019. On August 6, 2019, Ted Lytle, a Senior Manager of Market Representation and Dealer Development for Hyundai, sent Smail an email giving it access to an online portal through which it could submit documents required as part of its application for consent. Lytle’s email also contained specific instructions on some of the information Hyundai was requesting, including: “Financial Statements: Please provide personal statements for all owners. Please also provide current and 2 years prior Business Financial statements for any competitive franchises/dealerships or other business owned (if applicable).”2 Warsing was the Smail employee responsible for compiling the documents requested by Hyundai. She called Lytle …

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