
USCA1 Opinion

	




          August 3, 1994    UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 93-1977                                FIRESIDE NISSAN, INC.,                                 Plaintiff-Appellant,                                          v.                             DANIEL P. FANNING, DIRECTOR,                             DEPARTMENT OF TRANSPORTATION                          FOR STATE OF RHODE ISLAND, ET AL.                                Defendants-Appellees.                                 ____________________                                     ERRATA SHEET               The opinion of this court issued on July 20, 1994 is amended          as follows:               Page 26, line 6 should  read ". . . flow are .  . ." instead          of ". . . flows is . . ."                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CURCUIT                                 ____________________          No. 93-1977                                FIRESIDE NISSAN, INC.,                                 Plaintiff-Appellant,                                          v.                             DANIEL P. FANNING, DIRECTOR,                             DEPARTMENT OF TRANSPORTATION                          FOR STATE OF RHODE ISLAND, ET AL.                                Defendants-Appellees.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF RHODE ISLAND                     [Hon. Francis J. Boyle, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                              Torruella, Circuit Judge,                                         _____________                            Coffin, Senior Circuit Judge,                                    ____________________                              and Boudin, Circuit Judge.                                          _____________                                _____________________               Ronald W. Del Sesto, with whom Peter P. D. Leach and Updike,               ___________________            _________________     _______          Kelly, Spellacy & Del Sesto were on brief for appellant.          ___________________________               John J. Igliozzi,  Office of the Legal Counsel, Rhode Island               ________________          Department   of  Transportation   for   appellee  Department   of          Transportation for State of Rhode Island.               Gerald  C.  DeMaria, with  whom  Lawrence  P. McCarthy  III,               ___________________              __________________________          Patrick B. Landers and Higgins,  Cavanagh & Cooney were on  brief          __________________     ___________________________          for appellee Nissan Motor Corporation in U.S.A.               John  D. Biafore, with whom  Goldman & Biafore  was on brief               ________________             _________________          for appellee Nissan of Smithfield, Inc.                                 ____________________                                    July 20, 1994                                 ____________________                    TORRUELLA,  Circuit Judge.   Rhode  Island's automobile                                _____________          dealership  law  allows  existing dealers  within  a  twenty-mile          radius of a proposed new dealership to protest  the establishment          of  the new dealership.  The issue raised by this appeal concerns          situations  in which, by reason  of a proposed  new dealership in          proximity  to the state border, a part of that twenty-mile radius          falls  outside of Rhode Island.   State officials  have taken the          position that within the  twenty-mile area surrounding a proposed          new dealership,  only the  dealers who  are located  inside Rhode          Island's borders are  covered by  Rhode Island law  and thus  are          entitled to protest the  establishment of the new dealership.   A          Massachusetts car  dealer who  is located within  the twenty-mile          radius  of a  proposed dealership,  but in  Massachusetts, claims          that  this interpretation of Rhode  Island law runs  afoul of the          Commerce  Clause because  it  burdens  and discriminates  against          interstate commerce.  Because Rhode Island is merely applying its          law to those  subject to its jurisdiction and  regulation, rather          than  extraterritorially,  and  because  it  neither burdens  nor          discriminates  against interstate  commerce  in the  process,  we          agree with Rhode Island and affirm.                                    I.  BACKGROUND                                    I.  BACKGROUND                    Plaintiff-appellant Fireside Nissan, Inc. ("Fireside"),          a Massachusetts  automobile dealer,  brought this  action against          the  Rhode  Island Department  of Transportation  ("RIDOT") after          RIDOT excluded Fireside from participating in  hearings regarding          a proposed Nissan  dealership in Rhode Island.   Fireside claimed                                         -2-          that RIDOT's application of Rhode Island's new dealership law  to          exclude  Fireside merely  because  it was  not  located in  Rhode          Island was unconstitutional.                    Rhode  Island  General Laws,  Section  31-5.1-4.21 sets          out  certain  procedural  requirements  for  establishing  a  new          automobile  dealership  in  the  state.   First,  a  manufacturer          desiring  an additional  dealership must  notify dealers  "in the          relevant market  area" of its intentions.   R.I. Gen. Laws    31-          5.1-4.2(a).   "Relevant  market  area" is  defined  as "the  area          within a radius of twenty (20) miles around an existing dealer or          the area of responsibility defined in the franchise, whichever is          greater."   R.I Gen. Laws   31-5.1-1(J).  Existing retail dealers          in the "relevant  market area" may then protest the establishment                                        ____________________          1  R.I. Gen. Laws   31-5.1-4.2 provides in relevant part:                      (a)  In  the  event  that  a manufacturer                      seeks   to   enter   into   a   franchise                      establishing  an   additional  new  motor                      vehicle dealership . . . within or into a                      relevant  market area where the same line                      make  is  then  represented,  .  . .  the                      manufacturer   shall    in   writing   by                      certified    mail   first    notify   the                      department  .  .  . and  each  new  motor                      vehicle dealer in  such line make  in the                      relevant market area . . .  .  [A]ny such                      new  motor  vehicle  dealership may  file                      with  the  department  a  protest  to the                      establishing  or  relocating  of the  new                      motor vehicle  dealership .  . . .   When                      such  a  protest  is  filed, .  .  .  the                      manufacturer   shall  not   establish  or                      relocate the proposed  new motor  vehicle                      dealership .  . .   until the  department                      has held a hearing, nor thereafter, until                      the  department has  determined [whether]                      there  is good  cause for  not permitting                      such new motor vehicle dealership.                                         -3-          of the new dealership in which case RIDOT must hold  a hearing to          determine  if  "there  is  good cause  for  not  permitting"  the          additional  franchise.   R.I.  Gen. Laws     31-5.1-4.2(a).   The          statute  does not explicitly state whether or not the dealers who          may  protest the establishment  of a dealership  in the "relevant          market area"  must be located  in Rhode Island  or be  a licensed          Rhode Island dealership.2                    In March  of 1991,  Nissan Motor Corporation  in U.S.A.          ("Nissan USA"), gave notice to  RIDOT, Fireside, and other Nissan          dealers of its intention to establish a dealership in Smithfield,          Rhode  Island.    Fireside,   which  sells  and  services  Nissan                                        ____________________          2   Throughout Title  31  of the  Motor  Vehicle Code,  the  term          "dealer" is defined as:                       Every  person engaged in  the business of                      buying,  selling, or  exchanging vehicles                      of  a  type  required  to  be  registered                      hereunder  and  who  has  an  established                      place  of  business for  such  purpose in                                                             __                      this state.                      __________          R.I. Gen. Laws   31-1-19 (emphasis added).          For purposes of the provision regarding the  establishment of new          car dealerships, R.I. Gen. Laws   31-5.1-4.2, however, the  right          to protest at a hearing applies to any "new motor vehicle dealer"          which is defined as:                      [A]ny person  engaged in the  business of                      selling, offering to sell,  soliciting or                      advertising   the   sale  of   new  motor                      vehicles and  who holds, or  held at  the                      time a cause of action under this chapter                      accrued,  a  valid   sales  and   service                      agreement, franchise or contract, granted                      by  the  manufacturer or  distributor for                      the retail sale of said manufacturer's or                      distributor's new motor vehicles.          R.I. Gen. Laws   31-5.1-1(C).                                         -4-          automobiles,   is  located  in  North  Attleboro,  Massachusetts,          approximately two miles  from the Rhode Island  border and within          twenty  miles  of Smithfield.    Fireside  is therefore  squarely          within the  "relevant market area" of  the Smithfield dealership.          Fireside  is not a licensed automobile dealer in Rhode Island but          instead holds a Massachusetts dealership license.                    In response  to Nissan  USA's notice, Fireside  filed a          protest with RIDOT on April 12, 1991.  Three Rhode Island dealers          of Nissan automobiles, who were  also within the "relevant market          area," filed protests  with RIDOT as well.  On February 13, 1992,          RIDOT issued a notice  to Fireside and the other  dealers stating          that  it  was  scheduling  a  hearing  regarding  the  Smithfield          dealership on April 2, 1992.                    At the  hearing, Nissan  USA moved to  exclude Fireside          because it was an out-of state dealer.  RIDOT, acting through the          Rhode Island Dealer's License  and Regulations Office, determined          that Fireside lacked  standing to participate in the  hearing and          excluded Fireside  from presenting  witnesses or evidence  at the          hearing.  The three  Rhode Island dealers did participate  at the          hearing and presented evidence on their own behalf.                    Fireside  was  prepared  to  present  evidence  at  the          hearing  showing  that 48%  of Fireside's  sales  and 45%  of its          service  business went to  Rhode Island residents.   In addition,          Fireside would have established that 100% of its cable television          advertising and 75%  of its  print advertising is  done in  Rhode          Island.                                         -5-                    After  the hearing,  RIDOT determined  that good  cause          existed  for  the  establishment of  the  Smithfield  dealership.          According  to R.I. Gen. Laws   31-5.1-4.2(b), RIDOT must base its          determination of  "good  cause" on  the "existing  circumstances,          including, but not limited to:"                      (1)   Permanency of the investment of the                      existing new motor  vehicle dealer(s)  in                      the community;                      (2)    Whether  the  new   motor  vehicle                      dealers  of the  same  line make  in that                      relevant   market   area  are   providing                      adequate  consumer care . . . which shall                      include  the  adequacy  of motor  vehicle                      sales and  service facilities, equipment,                      supply  of  motor   vehicle  parts,   and                      qualified service personnel;                      (3)  Whether there is reasonable evidence                      that  after the granting of the new motor                      vehicle dealership, that [sic] the market                      would  support all of  the dealerships of                      that  line  make in  the  relevant market                      area;                      (4)      Consequently,   whether  it   is                      injurious  to the  public welfare  for an                      additional  new motor  vehicle dealership                      to be established.          R.I. Gen. Laws   31-5.1-4.2(b).          Upon consideration of these factors, RIDOT found cause to issue a          license  to  the Smithfield  dealership,  which is  now  known as          Nissan of Smithfield, Inc. ("Smithfield Nissan").                    Fireside commenced this action on April 9, 1992, naming          Daniel  Fanning, Director  of RIDOT as  the defendant.   Fireside          sought a  declaration that RIDOT's interpretation  of Section 31-          5.1-4.2  as excluding  Fireside from  the new  dealership hearing          violated  the  Commerce  Clause, the  Privileges  and  Immunities                                         -6-          Clause, the Due Process Clause and the Equal Protection Clause of          the  United  States  Constitution.     Fireside  also  sought  an          injunction  restraining  RIDOT   from  precluding  Fireside  from          participating  in   future  hearings  as  well   as  a  temporary          restraining order  and a preliminary  injunction enjoining  RIDOT          from granting  a dealership license to Smithfield Nissan.  Nissan          USA and Smithfield Nissan intervened in the action.                    The district court denied Fireside's  requested relief.          The  court  found  that  the   exclusion  of  Fireside  from  the          dealership  hearings  did  not  violate the  Commerce  Clause  or          otherwise violate Fireside's constitutional rights.  As a result,          Fireside could not show the irreparable harm or the likelihood of          success on the merits necessary for the granting of a preliminary          injunction.   The  court also  denied  Fireside's request  for  a          declaratory  judgment and  a permanent  injunction and  entered a          final  judgment  in favor  of RIDOT,  Nissan USA,  and Smithfield          Nissan.                                    II.  ANALYSIS                                    II.  ANALYSIS                    Fireside's right to its requested relief, including the          preliminary   and  permanent  injunctions   and  the  declaratory          judgment, depends primarily on  whether the exclusion of Fireside          from RIDOT's  new dealership hearings violates  the Constitution.          Before the  court will  grant a preliminary  injunction, Fireside          must establish, among other things, that it faces a likelihood of          success on the merits and that it will suffer irreparable harm if          the injunction  is  not issued.    Planned Parenthood  League  v.                                             __________________________                                         -7-          Bellotti,  641 F.2d 1006, 1009 (1st Cir. 1981).  Fireside alleges          ________          that it will suffer irreparable  injury from RIDOT's violation of          Fireside's constitutional rights.   See National People's  Action                                              ___ _________________________          v.  Village of  Wilmette, 914  F.2d 1008,  1013 (7th  Cir. 1990),              ____________________          cert.  denied,  499  U.S.  921  (1991)  (finding   constitutional          ____   ______          violation sufficient  to establish irreparable  injury); Mitchell                                                                   ________          v. Cuomo, 748 F.2d 804, 806 (2d Cir. 1984) (same).  Likewise, the             _____          merits of  the permanent injunction and  the declaratory judgment          also turn on  the constitutionality of RIDOT's  actions.  Because          we uphold the district court's finding that RIDOT did not violate          the Commerce  Clause or any of  Fireside's constitutional rights,          we affirm the final judgment in favor of the defendants.                    As  a preliminary matter, we  find it beneficial to our          constitutional inquiry to clarify the  nature and purpose of  the          Rhode Island new dealership statute, R.I. Gen. Laws   31-5.1-4.2.          Title 31 of Rhode Island General Laws governs state regulation of          motor  and other vehicles.   Chapter 5.1 of  that title regulates          business practices among motor vehicle manufacturers, dealers and          distributors.   The provision  covering the establishment  of new          automobile dealerships, R.I. Gen.  Laws   31-5.1-4.2, is designed          to protect  existing dealers  and consumers from  the detrimental          effects  of aggressive  franchising practices  by the  automobile          manufacturers  whose  efforts  to  establish  excessive competing          franchises  are considered  to be  potentially "injurious  to the          public welfare" if not properly regulated.  R.I.  Gen. Laws   31-          5.1-4.2(b).                                         -8-                    The district court found that the statute targeted only          activities which occur within the state of Rhode Island performed          by  businesses  seeking   or  holding  Rhode  Island   dealership          licenses.   According to the  court, R.I. Gen.  Laws   31-5.1-4.2          was designed  to  safeguard the  interests of  those dealers  and          consumers located  in Rhode Island; the  Rhode Island legislature          did not  intend for the statute  to apply to, or  for the benefit          of,  out-of-state dealers  such as  Fireside.   As a  result, the          court  concluded  that  RIDOT  properly applied  the  statute  by          excluding Fireside from the new dealership hearings.                    We  agree with  the  district court's  finding on  this          issue.   Taking its cue from the Sixth Circuit, which interpreted          a similar Kentucky statute as excluding out-of-state dealers from          new  dealership hearings, BMW  Stores, Inc. v.  Peugeot Motors of                                    _________________     _________________          Am., Inc., 860 F.2d 212 (6th Cir. 1988), the district court based          _________          its  analysis on the stated purposes and language of the statute,          the  interpretation of  the statute  by  state regulators  and on          general principles  of statutory  construction.  Because  we find          the  first  two factors  to  be the  relevant  considerations, we          discuss them below.                    Although  R.I.   Gen.  Laws      31-5.1-4.2  does   not          explicitly include or exclude  out-of-state dealers, the declared          policy  of the statute  indicates a  concern for  protecting only          Rhode Island dealers and  residents.  As in  BMW Stores, the  new                                                       __________          dealership  licensing  provision  is  aimed  at  protecting  "the          investment of  the existing  new motor vehicle  dealer[s] in  the                                         -9-          community" and safeguarding the "public welfare."  R.I. Gen. Laws            31-5.1-4.2(b).  BMW  Stores, 860 F.2d at  215 (noting that  the                            ___________          declared  policy of  the  Kentucky statute  was to  "preserve the          investments  and properties  of  the citizens  of this  state").3          The new dealership  provision is one part of a  set of provisions          concerning the duties, obligations, liabilities and privileges of          licensed   dealers  in   Rhode   Island   and   their   supplying          manufacturers.   R.I. Gen.  Laws.    31-5.1-1  through 31-5.1-20.          None of these duties and obligations apply to Fireside because it          is  not licensed  in Rhode Island.   Accordingly,  the privileges          that  correspond to such duties  and obligations do  not apply to          Fireside  either.    The   new  dealership  provision,  with  its          procedure for  hearings,  is  simply part  and  parcel  of  Rhode          Island's regulation and licensing of local dealerships.  It makes          no  sense,  therefore,  to  apply  Rhode  Island's  comprehensive          regulatory scheme for the benefit of out-of-state dealers.                    Furthermore,   as  in  BMW   Stores,  state  regulatory                                           ____________          officials have interpreted the  state's new dealership statute as                                        ____________________          3   We do not attach  any significance, as does  Fireside, to the          use  of the word "community" in Rhode Island's statute instead of          the words "citizens of this state" in the Kentucky statute.  Both          terms  evidence the legislature's concern with the welfare of the          public  which  it is  charged  with protecting.    Also, Fireside          incorrectly  claims that  the Kentucky  statute differs  from the          Rhode Island  statute  because Kentucky's  does  not state  as  a          purpose  the safeguarding  of the general  public interest.   The          Kentucky  statute  explicitly  states  that its  purpose  is  the          promotion  of  "the  public  interest  and  public  welfare"  and          mentions  as  one of  its concerns  the provision  of "convenient          consumer  care," which  clearly  indicates the  same concern  for          consumers and the public  as the Rhode Island statute.   Ky. Rev.          Stat. Ann.    190.015; 190.047(7)(b).                                         -10-          applying  only  to  in-state   dealers,  an  interpretation  that          deserves some measure of deference.  BMW Stores, 860 F.2d at 215;                                               __________          Gallison  v. Bristol School Comm., 493 A.2d 164, 166 (R.I. 1985).          ________     ____________________          We disagree with Fireside's claim that RIDOT has not conclusively          determined whether R.I. Gen. Laws   31-5.1-4.2 applies to out-of-          state dealers.   Fireside points  to the fact that,  prior to the          hearing for Smithfield Nissan,  RIDOT promulgated proposed  rules          and  regulations  that included  a  provision,  Section XI,  that          explicitly  excluded  out-of-state  dealers from  protesting  new          dealerships and  participating in hearings.  The  final rules and          regulations,  however, were issued  without adopting  Section XI.          Fireside argues that the failure to adopt Section XI indicates an          intent  to  include out-of-state  dealers  in the  hearings.   We          disagree.                    First of all, the proposed Section XI, while precluding          out-of-state dealers from cross-examining witnesses or presenting          evidence, did allow  for out-of-state dealers to offer  verbal or          written statements  at the hearings  at RIDOT's discretion.   The          proposal thus could be interpreted as granting more participation          rights to  out-of-state dealers than they  would otherwise enjoy.          As a result, we do not  know if the proposal was rejected because          it  was too permissive or  because it was  too restrictive, i.e.,          because it  removed out-of-state participation rights  that RIDOT          thought out-of-state  dealers should  have or because  it granted          new  rights that  RIDOT thought  out-of-state dealers  should not          have.     RIDOT's  failure  to  promulgate  Section  XI  is  thus                                         -11-          inconclusive.  Secondly, RIDOT's current regulations for R.I. 31-          5.1 state that their purpose is:                      (a) . . . to protect the interests of the                      public  when  dealing with  motor vehicle                      dealers in Rhode Island . . . .                              _______________                      (b) . . .  to implement the provisions of                      Sections  31-5  and 31-5.1  regarding the                      issuance, suspension and/or revocation of                      such  licenses as well  as the regulation                      of    business   practices    among   the                                                    ___________                      businesses   seeking  or   holding  those                      _________________________________________                      licenses. (emphasis added)                      ________          This  demonstrates RIDOT's intent to  apply R.I. Gen.  Laws   31-          5.1-4.2 only to Rhode Island dealerships.  In any event, the only          evidence we have of RIDOT actually taking a stand on the specific          issue before us is RIDOT's actions in this case.  RIDOT  excluded          Fireside  from the  hearings and thereby  affirmatively expressed          its interpretation  of  R.I. Gen.  Laws    31-5.1-4.2 as  barring          participation of out-of-state dealers in new dealership hearings.                    Fireside maintains that certain language in the statute          expresses an  intent to  include Fireside in  the new  dealership          hearings.    Fireside notes  that  it  falls within  the  literal          definition of  a "new motor vehicle dealer"  inside the "relevant          market area" for purposes of R.I. Gen. Laws   31-5.1-4.2, because          the  definition  of  "new  motor vehicle  dealer"  includes  "any          person"  selling  cars, R.I.  Gen.  Laws    31-5.1-1(C),  and the          "relevant  market area" is the  area within a  twenty mile radius          around an existing  dealer, R.I.  Gen. Laws    31-5.1-1(J).   The          lack of an  explicit statement  that the  "relevant market  area"          stops  at the state border  does not, however,  indicate that the                                         -12-          state affirmatively  intended to include out-of-state  dealers in          licensing hearings.  On the  contrary, the definition of "dealer"          for all of Title 31 of  Rhode Island's General Laws is limited to          persons who  have  an  established place  of  business  "in  this          state."  R.I.  Gen. Laws   31-1-19(a).  Fireside  is correct that          the  definition  of "new  motor vehicle  dealer"  as used  in the          licensing section at  issue here,  R.I. Gen.  Laws    31-5.1-4.2,          does  not contain this limitation.  R.I. Gen. Laws   31-5.1-1(C).          However, the term "relevant  market area," the other key  term in          R.I. Gen. Laws   31-5.1-4.2, is  defined as a twenty mile  radius          "around an existing dealer,"  employing the general term "dealer"                              ______          from 31-1-19(a) and not "new motor vehicle dealer" from   31-5.1-          1(C).  One could  thus interpret R.I. Gen.  Laws   31-5.1-4.2  as          granting protest rights only  to Rhode Island dealerships because          only Rhode Island dealers can be in a "relevant market area."                    Fireside also points to  R.I. Gen. Laws    31-5.1-2 for          evidence  that  the licensing  provision applies  to out-of-state          dealers.  R.I. Gen. Laws   31-5.1-2 states:                      Any  person  who   engages  directly   or                      indirectly in  purposeful contacts within                      this   state   in  connection   with  the                      offering or advertising  for sale or  has                      business dealings with respect to a motor                      vehicle within the state shall be subject                      to  the  provisions of  this  chapter and                      shall be  subject to the  jurisdiction of                      the courts of this state, upon service of                      process in accordance with the provisions                      of the general laws.          This provision is not a general  grant of extraterritoriality but          rather an affirmation that parties who are covered by the various                                         -13-          substantive  provisions  in  Chapter   5.1  of  Title  31,  which          regulates manufacturers, dealers and distributors,  cannot escape          enforcement   of   those   provisions   by  claiming   they   are          nonresidents.   If  Fireside's interpretation  were adopted,  the          substantive regulatory provisions in  Chapter 5.1 -- for example,          those  regarding fraud and breach  of warranty --  would apply to          Fireside  and  any other  dealer in  any  other state,  an absurd          result.   Notwithstanding  R.I. Gen.  Laws    31-5.1-2,  one must          still look to the specific  substantive provisions of Chapter 5.1          to see who is covered.  Doing so reveals that   31-5.2 was mainly          directed  toward  out-of-state  automobile manufacturers,  rather                                                     _____________          than dealers.  A majority of the provisions in chapter 5.1 impose          explicit duties and  obligations on manufacturers, all or most of          whom, presumably,  are,  like Nissan  USA,  from outside  of  the          state.   E.g.,  R.I.  Gen. Laws      31-5.1-4 through  31-5.1-11.                   ____          Unlike  the  definition  of  "new  motor  vehicle  dealer"  which          includes  generally "any person"  selling cars, R.I.  Gen. Laws            31-5.1-1(C),  the  definition   of  "manufacturer"   specifically          includes any  person, "resident or nonresident,"  who makes cars.          R.I. Gen. Laws   31-5.1-1(B).  Thus, the Rhode Island legislature          has  clearly  expressed  an   intent  to  regulate   out-of-state          manufacturers when they  do business  in Rhode Island.   No  such          expression  exists with  regard to  out-of-state dealers  selling          cars in another  state.   The absence of  any specification  that          "new  motor vehicle dealers"  can include "nonresidents" confirms          RIDOT's  interpretation  of  R.I.   Gen.  Laws     31-5.1-4.2  as                                         -14-          excluding Fireside from the new dealership hearings.                    Now  that we  have determined  that Rhode  Island's new          dealership  law applies only to in-state  dealers, we can proceed          to the task  of determining whether  RIDOT's action of  excluding          Fireside from  the new  dealership hearings was  a constitutional          exercise of state power.                    A.  Commerce Clause                    A.  Commerce Clause                        _______________                    The Commerce  Clause, while literally a  grant of power          to  Congress,  also  restricts  states  from  passing  laws  that          interfere with interstate commerce.  Wyoming v. Oklahoma, 112  S.                                               _______    ________          Ct. 789, 800 (1992); New Energy Co. v. Limbach, 486 U.S. 269, 273                               ______________    _______          (1988).  "This 'negative' aspect of the Commerce Clause prohibits          economic protectionism --  that is, regulatory  measures designed          to benefit  in-state economic interests by burdening out-of-state          competitors."  New Energy, 486 U.S. at 273-74; see also Hyde Park                         __________                      ________ _________          Partners, L.P. v. Connolly, 839 F.2d 837, 843 (1st Cir. 1988).          ______________    ________                    Laws  that  have  either   the  purpose  or  effect  of                                                    _______      ______          discriminating against interstate commerce will be struck down as          unconstitutional unless the state can establish that there is  no          reasonable  alternative method of safeguarding a legitimate local          interest.  Wyoming  v. Oklahoma, 112 S.  Ct. at 800;  New Energy,                     ____________________                       __________          486  U.S.  at 274;  Maine  v. Taylor,  477 U.S.  131,  138 (1986)                              _____     ______          (citing Hughes v.  Oklahoma, 441  U.S. 322, 336  (1979)).   State                  ______     ________          laws  which have  as  their  primary  or  exclusive  purpose  the          promotion of local interests by burdening  out-of-state commerce,          that is, economic protectionism, are subject to a virtual "per se                                         -15-          rule of  invalidity."   Wyoming v. Oklahoma,  112 S.  Ct. at  800                                  ___________________          (quoting Philadelphia v. New Jersey, 437 U.S. 617, 624 (1978)).                   ____________    __________                    In  the  absence of  discrimination, state  action that          interferes  with or  burdens interstate  commerce will  be struck          down if  the local  interest is  not very  substantial or  if the          burdens imposed on interstate  commerce are excessive in relation          to the putative benefits of the state's action.  Maine v. Taylor,                                                           _____    ______          477  U.S. at 138; Brown-Forman Distillers Corp. v. New York State                            _____________________________    ______________          Liquor Auth., 476  U.S. 573,  579 (1986); Pike  v. Bruce  Church,          ____________                              ____     ______________          Inc., 397 U.S.  137, 142 (1970); Hyde  Park, 839 F.2d  at 844-45.          ____                             __________          Thus,  when  a  state  law regulates  in-state  and  out-of-state          businesses  evenhandedly,   courts  should  apply   "less  strict          scrutiny"  or a more lenient balancing test than they would apply          in  the  case  of  discrimination  against  interstate  commerce.          Wyoming  v. Oklahoma, 112 S.  Ct. at 800  n.12; Brown-Forman, 476          _______     ________                            ____________          U.S. at 579; Philadelphia v. New Jersey, 437 U.S. at 624.                       ____________    __________                      1.  Discrimination Against Interstate Commerce                      1.  Discrimination Against Interstate Commerce                          __________________________________________                    R.I. Gen. Laws    31-5.1-4.2 does not  have the purpose          of  discriminating against  interstate  commerce.   As  discussed          above, R.I. Gen. Laws   31-5.1 is designed to regulate automobile          dealerships in the  state of Rhode Island,  and R.I. Gen.  Laws            31-5.1-4.2,  in particular,  is designed  to insure  that certain          conditions  are met before  a new dealership  license is granted.          Rhode Island's  intent is to  protect Rhode Island  consumers and          Rhode  Island  dealers  from  certain  franchising  practices  of          automobile manufacturers  which are  perceived as harmful  to the                                         -16-          local community.  R.I. Gen. Laws   31-5.1-4.2 is not designed  to          promote local dealers at the  expense of out-of-state dealers nor          to  alter the terms at which dealers sell, or consumers purchase,          cars within or outside of Rhode Island.                    In addition,  the exclusion from  licensing hearings of          out-of-state  but not in-state dealers within a given area is not          facially discriminatory against interstate commerce such that "on          its  face [it]  appears to  violate  the cardinal  requirement of          nondiscrimination."   New Energy, 486  U.S. at 274;  Healy v. The                                __________                     _____    ___          Beer Institute, 491  U.S. 324, 340-41 (1989).   R.I. Gen.  Laws            ______________          31-5.1-4.2  is strictly concerned  with licensing  dealerships in          Rhode Island; it does  not, on its  face, regulate any aspect  of          interstate commerce such as the flow of goods across borders, the          sale  of out-of-state goods,  the comparative  cost of  making or          selling  those  goods,  or any  other  aspect  of  the commercial          activity of out-of-state businesses.  Exxon  Corp. v. Governor of                                                ____________    ___________          Maryland,  437 U.S. 117, 126  (1978) (noting that  a Maryland law          ________          prohibiting producers  and  refiners of  petroleum products  from          operating   retail  service   stations   within  the   state  was          distinguishable  from  laws  discriminating   against  interstate          commerce because the law  "creates no barriers whatsoever against          interstate independent dealers;  it does not prohibit the flow of          interstate  goods, place  added costs  upon them,  or distinguish          between  in-state  and  out-of-state  companies   in  the  retail          market").  Because Rhode Island's new car dealership law does not          facially  apply  to  interstate  commerce,  it  cannot   facially                                         -17-          discriminate against interstate commerce.                    We therefore turn to  the alleged discriminatory effect                                                                     ______          of Rhode Island's new dealership  law.  R.I. Gen. Laws    31-5.1-          4.2 does not place burdens on goods or services from out-of-state          or on the out-of-state businesses that produce them.  The statute          concerns  the rights  and  obligations of  licensed Rhode  Island          dealerships, a group that  does not include Fireside.   It simply          has no application whatsoever to Fireside.  The statute in no way          hinders Fireside's ability  to sell cars to  Rhode Islanders; nor          does  it increase  Fireside's cost of  doing business  with Rhode          Island.   These  facts  distinguish Rhode  Island's statute  from          those  statutes which the Supreme Court  has commonly struck down          because  of their discriminatory effects.   See, e.g., Healy, 491                                                      ___  ____  _____          U.S. at 337-40 (striking  down Connecticut statute requiring beer          shippers to affirm that their prices are no higher than prices in          bordering states  because the statute affected  prices outside of          the state);  Hughes  v. Oklahoma,  441  U.S. 322,  336-38  (1979)                       ______     ________          (striking down  Oklahoma statute prohibiting the  sale of minnows          outside  of the  state because  it blocked  the flow  of commerce          through state borders);  Philadelphia v. New Jersey,  437 U.S. at                                   ____________    __________          625-28 (striking down New Jersey law prohibiting the  shipment of          garbage into the state  for the same reason); Hunt  v. Washington                                                        ____     __________          State  Apple Advertising  Comm'n,  432 U.S.  333, 349-352  (1977)          ________________________________          (striking  down  North   Carolina  law   that  restricted   grade          identifications  on  closed   apple  containers,  including   the          favorable grade for Washington apples, because the law raised the                                         -18-          cost  of doing  business in North  Carolina for  Washington apple          growers  and  stripped  away  the competitive  advantage  of  the          Washington apple industry).  Rhode Island's law clearly  does not          have the effect of burdening out-of-state businesses.                    Instead, this  case falls  into the "local  benefit" or          "subsidy"  category of cases -- that is, cases dealing with state          laws that confer a  benefit on businesses within the  state while          withholding  the  benefit  from  similarly  situated out-of-state          businesses.   Fireside claims  that R.I.  Gen. Laws    31-5.1-4.2          grants to  Rhode Island  dealerships the privilege  of protesting          the establishment  of new car  dealerships at locations  close to          their existing dealerships, thus  allowing them an opportunity to          limit their competition.  At the same time, Fireside argues, R.I.          Gen. Laws   31-5.1-4.2 denies the same  privilege to out-of-state          dealers  in  the  same competitive  area.    The  result of  such          discriminatory  effects,  Fireside  alleges,   is  to  drive  the          establishment of  new car dealerships out  towards Rhode Island's          borders  where  they  can   divert  businesses  from  dealers  in          neighboring  states   who  have   no  standing  to   protest  the          establishment of such dealerships at a good-cause hearing.                    Supreme    Court   jurisprudence    on   discriminatory          privileges for  in-state business  under the Commerce  Clause is,          unfortunately, somewhat  inconsistent.  On the  one hand, several          state laws  designed to promote  local industry have  been struck          down by the Court.  E.g., Wyoming v. Oklahoma, 112  S. Ct. at 800                              ____  ___________________          (striking down Oklahoma  law reserving a segment of  the Oklahoma                                         -19-          coal  market for  Oklahoma-mined coal); New  Energy, 486  U.S. at                                                  ___________          273-80 (striking down Ohio tax credit for ethanol produced in the          state); Bacchus  Imports,  Ltd.  v.  Dias, 468  U.S.  263  (1984)                  _______________________      ____          (striking down Hawaiian law  exempting local producers of certain          liquors from general  liquor tax).  On the other  hand, the Court          has  repeatedly  affirmed  the long-recognized  proposition  that          states may directly subsidize  local industry as long as  they do          so  without burdening  the ability  of interstate  competitors to          sell their products  in the state.  New Energy,  486 U.S. at 278;                                              __________          Bacchus, 468 U.S. at  271; Hughes v. Alexandria Scrap  Corp., 426          _______                    ______    _______________________          U.S.  794, 814-17  (1976) (Stevens.,  J., concurring);4  see also                                                                   ________          West Lynn Creamery, Inc.  v. Healy, 62 U.S.L.W. 4518,  4525 (June          ________________________     _____          17,  1994) (Scalia, J., concurring)  (describing this area of the          Court's  Commerce  Clause jurisprudence  as  a  "quagmire").   As          Justice Scalia stated in New Energy:                                   __________                      The Commerce Clause does not prohibit all                      state   action   designed  to   give  its                      residents    an    advantage    in    the                      marketplace,  but  only  action  of  that                      description   in   connection  with   the                                    ___________________________                      State's    regulation    of    interstate                      _________________________________________                      commerce.      Direct  subsidization   of                      ________                      domestic industry does not ordinarily run                      afoul of that prohibition; discriminatory                      taxation  of  out-of-state  manufacturers                                        ____________________          4  Although  the majority decided  Alexandria Scrap according  to                                             ________________          what has  become known  as the  "market participant"  doctrine --          i.e.,  normal Commerce Clause  scrutiny does  not apply  when the          state enters  the market as a buyer, seller, or employer to favor          local  citizens,   Alexandria Scrap,  426 U.S.  at 805-10  -- the                             ________________          majority also  placed some emphasis  on the fact  that Maryland's          beneficial treatment of only in-state businesses, while affecting          the flow  of interstate commerce,  did not "interfere[]  with the          natural  functioning  of  the  interstate  market  either through          prohibition or through burdensome regulation."  Id. at 806.                                                          __                                         -20-                      does.          New Energy, 486 U.S. at 278 (emphasis in original).          __________                    Although we see no practical difference between the tax          break offered to  local liquor producers in Bacchus, for example,                                                      _______          and  a  "direct"  cash  subsidy to  those  same  industries (thus          blurring  the imaginary  line  between discriminatory  privileges          that  burden  interstate commerce  and  those that  do  not), the          Court's  focus on laws "in connection with the State's regulation          of  interstate commerce"  appears to  invoke the  Commerce Clause          only  where the challenged law  relates to taxes,  prices, or the          conditions  and  costs  imposed  on  an out-state-business  doing          business in  the state.  See  Exxon Corp., 437 U.S.  at 126; West                                   ___  ___________                    ____          Lynn Creamery, 62 U.S.L.W. at 4520-22.          _____________                    R.I. Gen. Laws   31-5.1-4.2 does bestow  the benefit of          protesting new  dealerships on existing Rhode Island dealers in a          competitive area which is not simultaneously extended to Fireside          or other  out-of-state dealers  who are also  in the  competitive          area.  This "advantage  in the marketplace," however, is  not one          "in  connection   with  the  state's   regulation  of  interstate          commerce."  New Energy, 486 U.S. at 278.  The creation of new car                      __________          dealerships in Rhode Island does not  relate to the price of  the          automobiles being sold, the taxes paid for them, or the costs and          conditions of  selling them.  Moreover,  Rhode Island's procedure          for   protesting   new   dealerships   does  not   diminish   the          opportunities  for Massachusetts  dealers to  sell cars  to Rhode          Island customers.  Rhode Island's efforts to license and regulate                                         -21-          in-state dealers is thus far afield from protectionist laws  that          serve  to  enhance  economic  prosperity  of  local  citizens  by          hindering the  free flow of  products or by  affording privileges          provided at the expense of out-of-state businesses.                    Fireside claims  that denying it  the protest privilege          provided  by R.I. Gen. Laws   31-5.1-4.2 will have a differential          effect on the number  of competitors a given car  dealership will          face,  ultimately reducing the number of Rhode Islanders who will          travel  to Massachusetts to buy  shiny new Nissan  380-Z's.  This          diversionary effect is  present in all  subsidy cases and,  thus,          cannot by  itself establish a  violation of the  Commerce Clause.          In this case, the  diversion of business  does not result from  a          comparative   advantage  in   the  marketplace  created   by  the          challenged state action that  would not normally exist in  a free          market  for  new car  sales.   Consequently,  this case  does not          involve a  practice that even comes  close to the types  of local          subsidies that  raise  Commerce Clause  concerns.   See  Hunt  v.                                                              ___  ____          Washington State Apple,  432 U.S. at 351-52  (striking down North          ______________________          Carolina  law because  it stripped  away advantages  that out-of-          state competitor  would normally have  in the free  market); Hyde                                                                       ____          Park, 839 F.2d  at 843  ("state action must  not 'neutralize  the          ____          economic consequences of free  trade among the states'") (quoting          Baldwin v. G.A.F. Seelig, Inc., 294 U.S. 511, 526 (1935)).          _______    ___________________                    The  mere act  of  granting a  dealership license  that          might  not otherwise  be  granted had  out-of-state dealers  been          allowed  to protest  at the  hearing does not  mean that  the new                                         -22-          dealership will have  some preferential ability  to sell cars  to          Rhode Island customers.   Similarly, nothing in R.I. Gen.  Laws            31-5.1-4.2 affects Fireside's ability to sell a shinier Nissan at          a  better price, and a Rhode Islander's ability to take advantage          of  such bargains.  The  effect of the law  is not to dictate the          terms of competition between  businesses, but rather, to regulate          the  existence of  competitors.   Given these  circumstances, the          fact that some theoretical  group of Rhode Island dealers  in the          interior of the state face  less competition from new dealerships          allegedly  concentrated  on the  border  is  not significant  for          purposes of a  Commerce Clause analysis.   The alleged beneficial          effect of R.I. Gen. Laws    31-5.1-4.2 is too far afield from the          protectionism that the Commerce Clause prohibits.                    This  case is  distinguishable  from  the  Bendix  case                                                               ______          relied on by Fireside for the proposition that the withholding of          "legal defenses or like  privileges" from out-of-state businesses          discriminates against interstate commerce.  Bendix Autolite Corp.                                                      _____________________          v. Midwesco  Enters., Inc., 486 U.S. 888, 893 (1988).  In Bendix,             _______________________                                ______          the Supreme Court  struck down  an Ohio statute  that tolled  the          statute of  limitations (i.e. suspended  the running of  time) on          fraud and  breach of contract  actions for  any foreign  business          that was not  "present" in the  state and  had not designated  an          agent for  service of process.   Id.  To begin  with, the Supreme                                           __          Court  never   determined  whether   or  not  the   Ohio  statute          discriminated against interstate commerce.  Id. at 891.  Instead,                                                      __          the Court  based its finding on a balancing of the burdens of the                                         -23-          law  with the  justifications for the  law.   Id.   In any event,                                                        __          Bendix is  not applicable  to the  present case  for a number  of          ______          reasons.                    First,  the Bendix  Court found  that the  Ohio statute                                ______          places a "significant burden" on out-of-state businesses  because          it "forces  a foreign corporation  to choose between  exposure to          the  general  jurisdiction of  Ohio courts  or forfeiture  of the          limitations  defense,  remaining  subject  to  suit  in  Ohio  in          perpetuity."  Id.  at 893.   The statute thus affected  the costs                        __          and conditions of doing  business in the state relative  to local          businesses.                    As  already noted, that is not the case here.  Fireside          does not face any increased liability, or other burden that would          increase its cost of  doing business, by virtue of  its exclusion          from the licensing hearings.   The only effect of  R.I. Gen. Laws            31-5.1-4.2 on Fireside is a relative  limitation on its ability          to restrict the number  of competitors it will face,  an interest          beyond the purview  of the  Commerce Clause.   Legal defenses  in          contract  or   fraud  actions   are  simply  not   comparable  to          participation  in a  local hearing  for the  granting of  a state          dealership  license to a completely different  party.  The former          involves "an integral part of the legal system . .  . relied upon          to project the liabilities of persons and  corporations active in          the commercial sphere."  Id.  The latter involves local licensing                                   __          proceedings  that  have  nothing  to  do  with  the  out-of-state          business beyond its concern over the creation of a competitor.                                         -24-                    Furthermore, the  alleged protest  right in  this case,          unlike  the statute of limitations defense in Bendix, is not part                                                        ______          of a  statutory scheme  that applies to  out-of-state businesses.          As discussed above, R.I. Gen. Laws   31-5.1-4.2 is concerned with          local  licenses and simply has  no application to  Fireside.  The          statute of limitations defense, however, is a part of the general          scheme  of  civil  commercial   liability  that  applies  to  all          companies with minimum contacts  to the state.  The  Ohio statute          was  thus purposefully  directed  to  out-of-state businesses  to          revoke  a procedural defense they  would normally enjoy.   In the          present case,  no benefit  was revoked  or withheld  from out-of-          state  parties because R.I. Gen. Laws    31-5.1-4.2 was concerned          solely with local  dealership licensing and was never intended to          afford any benefits to out-of-state dealers in the first place.                      2.  Impermissible Burdening of Interstate Commerce                      2.  Impermissible Burdening of Interstate Commerce                          ______________________________________________                    Because we find no  discriminatory purpose or effect on          interstate commerce  from R.I.  Gen. Laws    31-5.1-4.2, we  must          apply the more  lenient Pike balancing test  to determine whether                                  ____          the law  imposes an  unreasonable burden on  interstate commerce.          Laws that have  only an incidental impact  on interstate commerce          will  be upheld  so  long as  the  burden imposed  on  interstate          commerce is  not clearly  excessive in  relation to the  putative          benefits.   Brown-Forman, 476  U.S. at  579; Philadelphia  v. New                      ____________                     ____________     ___          Jersey, 437 U.S. at 623-24; Pike,  397 U.S. at 142.  "'[T]here is          ______                      ____          a residuum of power in  the state to make laws governing  matters          of  local  concern  which  nevertheless in  some  measure  affect                                         -25-          interstate  commerce  or even,  to  some  extent, regulate  it.'"          Kassel  v.  Consolidated Freightways  Corp.,  450  U.S. 662,  669          ______      _______________________________          (1981) (quoting  Southern Pacific Co.  v. Arizona, 325  U.S. 761,                           ____________________     _______          767 (1945)).                    R.I. Gen. Laws   31-5.1-4.2 burdens interstate commerce          only minimally,  if at all.   As discussed above,  no burdens are          placed  on an out-of-state dealer's ability to sell cars to Rhode          Islanders.  The only effect on interstate commerce, theoretically          anyway, appears to  be a decrease  in the number of  Rhode Island          customers who go to Massachusetts to buy Nissans because  out-of-          state  dealers are not able  to protest the  establishment of new          Rhode  Island dealerships  near  the border.   This  diversionary          effect,  however,  attributable  to  increased  competition  from          competitors who  gain no  special competitive advantage  from the          state action, does not  implicate the Commerce Clause.   The free          flow of goods remains  unaffected by R.I. Gen. Laws    31-5.1-4.2          and  any changes in that flow  are due solely to consumers acting          within  the free market.   See Minnesota v.  Clover Leaf Creamery                                     ___ _________     ____________________          Co., 449 U.S. 456, 473-74 (1981) (upholding Minnesota law banning          ___          the  use  of plastic  milk  containers  even though  the  statute          benefitted  the  predominantly  local pulpwood  producers  at the          expense  of  the predominantly  out-of-state  plastics industry);          Exxon  Corp.,  437 U.S.  at  126-28  (upholding Maryland  statute          ____________          prohibiting  producers  and refiners  of petroleum  products from          operating retail service stations within the state partly because          "in-state independent dealers will have no competitive  advantage                                         -26-          over out-of-state dealers").                    Given the lack of  any significant burden on interstate          commerce  in  this  case,  we  find  Rhode  Island's interest  in          excluding out-of-state parties from  participating in a matter of          strictly  local   concern  --  the  licensing   of  Rhode  Island          dealerships -- more than sufficient to pass Constitutional muster          under the Pike balancing  test.  Certainly the state's  desire to                    ____          protect  local dealers  and  consumers  from harmful  franchising          practices is  a lawful legislative goal.   Even if we confine our          analysis  to  state  interests  that  are  directly  tied  to the          restriction  on who  can  participate in  hearings, however,  the          statute survives the balancing test.  Rhode Island's concerns for          administrative convenience and  the reasonable belief  that state          citizens  are  best  qualified   to  represent  local   interests          sufficiently  justify  the   state's  exclusion  of  out-of-state          dealers from the new dealership hearings.                    B.  Other Constitutional Claims                    B.  Other Constitutional Claims                        ___________________________                      1.  Due Process                      1.  Due Process                          ___________                    Fireside claims that RIDOT's exclusion of Fireside from          new  dealership  hearings deprived  it  of  a protected  property          interest  without procedural  due  process.   The district  court          rejected  this claim,  finding that  Fireside had  no protectable          interest in  pursuing  its business  free from  competition.   On          appeal, Fireside argues that it has a protected property interest          in the form of a legitimate claim of entitlement to  be free from          "excessive intrabrand competition" in the market for new Nissans.                                         -27-          Fireside maintains that R.I. Gen. Laws   31-5.1-4.2 granted  this          interest  to Fireside  when  it bestowed  protest  rights on  all          dealers within  the "relevant market  area" and  that RIDOT  then          deprived Fireside of  this right when  it excluded Fireside  from          the hearings.                    The protections  of  procedural  due  process  are  not          triggered  unless Fireside  can show  it has  been deprived  of a          protectable liberty or property interest.  Cleveland Bd. of Educ.                                                     ______________________          v.  Loudermill, 470  U.S. 532,  538 (1985);  Board of  Regents v.              __________                               _________________          Roth, 408 U.S. 564, 569 (1972).  Property interests "'are created          ____          and   their  dimensions   are  defined   by  existing   rules  or          understandings that stem from an independent source such as state          law.'"  Loudermill, 470  U.S. at 538 (quoting  Roth, 408 U.S.  at                  __________                             ____          577).                    Fireside does not have  a protectable property interest          in  being  free from  excessive  intrabrand  competition or  from          participating in Rhode  Island's new dealership hearings  because          R.I.  Gen. Laws   31-5.1-4.2  does not confer  any protections or          rights of  participation on  out-of-state  dealers.   As we  have          already found, Rhode  Island's dealership licensing  statute only          applies  to dealerships within the state of Rhode Island and does          not  have, nor has it  ever had, any  application to out-of-state          dealers  like  Fireside.   Consequently,  RIDOT  did not  deprive          Fireside  of  any existing  property  interest  when it  excluded          Fireside  from its  hearing  on the  establishment of  Smithfield          Nissan.    The district  court  correctly  found  no due  process                                         -28-          violation in this case.                      2.  Equal Protection                      2.  Equal Protection                          ________________                    Fireside  finally  claims  that  RIDOT's  exclusion  of          similarly  situated  out-of-state  dealers  from  new  dealership          hearings  is  an  impermissible  classification  under  the Equal          Protection Clause of the Constitution.                    Absent a suspect classification or a fundamental right,          courts  will   uphold  economic   and  social   legislation  that          distinguishes between  two similarly  situated groups as  long as          the  classification  is   rationally  related  to  a   legitimate          government objective.  Nordlinger v. Hahn, 112 S. Ct. 2326, 2331-                                 __________    ____          32  (1992);  Schweiker  v.  Wilson,  450  U.S.  221, 230  (1981);                       _________      ______          Dandridge v. Williams, 397 U.S. 471, 485 (1970); LCM Enterprises,          _________    ________                            ________________          Inc. v. Town of Dartmouth,  14 F.3d 675, 678-79 (1st Cir.  1994).          ____    _________________          A state statute will survive this "rational basis" scrutiny under          the  Equal Protection  Clause  as long  as  "any state  of  facts          reasonably  may be conceived to justify it."  Dandridge, 397 U.S.                                                        _________          at 485 (quoting McGowan  v. Maryland, 366 U.S. 420,  426 (1961));                          _______     ________          accord LCM Enters., 14 F.3d at 679 (collecting cases).  A state's          ______ ___________          classification is not unconstitutional simply because it "'is not          made  with mathematical nicety or because  in practice it results          in some  inequality.'"    Dandridge, 397  U.S.  at  485  (quoting                                    _________          Lindsley v. Natural Carbonic Gas Co., 220 U.S. 61, 78 (1911)).          ________    ________________________                    Fireside claims that  RIDOT's application of R.I.  Gen.          Laws   31-5.1-4.2 is not rationally related to the stated goal of          protecting Rhode  Island consumers and  Rhode Island  dealerships                                         -29-          from certain franchising  practices of automobile  manufacturers.          Fireside  argues that  excluding  out-of-state  dealers from  the          good-cause hearings  not  only  fails  to further  the  goals  of          protecting  consumers and dealers  but actually  undermines those          goals.   According to  Fireside, its exclusion  from the hearings          gives Rhode Island regulators  a distorted view of the  "relevant          market  area" by  understating  the  existing  competition  among          automobile franchises, resulting in  licensing decisions that are          detrimental  to Rhode  Island consumers  and dealers.   The  only          purpose for excluding  out-of-state dealers, Fireside posits,  is          the illegitimate one of economic protectionism.                    We  disagree with  Fireside's  contention that  RIDOT's          exclusion of Fireside  bears no rational relationship to the goal          of protecting Rhode Island consumers and car  dealers.  Excluding          out-of-state parties  from hearings on matters  of strictly local          concern  is  a  reasonable  way  to  conduct  state  governmental          business.  We  find it  reasonable for Rhode  Island to  believe,          rightly  or wrongly, that members  of its own  community are best          qualified  to  represent   community  interests  to   regulators,          including interests  concerning the  effect  of a  manufacturer's          efforts to  establish a new  dealership on  existing dealers  and          consumers.    Out-of-state parties  may  be more  likely  to have          interests  that conflict  with local  interests.   Further, Rhode          Island's interest in  administrative convenience may justify  its          decision to cut off  the number of people participating  in state          decisionmaking  at  the  logical  point  of  state   citizenship.                                         -30-          Whether  more information  concerning out-of-state  dealers would          better  serve Rhode  Island's  goal of  protecting consumers  and          dealers  is irrelevant  for purposes  of rational  basis analysis          under  the Equal  Protection  Clause.    In  any  event,  we  are          skeptical  of the  proposition  that Rhode  Island consumers  and          dealers  are unable to fully  represent their own  interests at a          hearing without the participation of out-of-state dealers.  If an          existing  Rhode Island  dealer or  a consumer  group finds  it in          their interest  to present  information about  other out-of-state          dealerships, nothing in the law prevents them from doing so.                    Finally, we find that Rhode Island did not purposefully          discriminate against Fireside by excluding it from new dealership          hearings for the sole purpose of furthering the illegitimate goal          of economic protectionism.  See Snowden v. Hughes,  321 U.S. 1, 8                                      ___ _______    ______          (1944).   As already discussed above, R.I. Gen. Laws   31-5.1-4.2          was designed and  intended to regulate  and protect licensed  car          dealerships  in Rhode Island and was not intended nor designed to          benefit   local  businesses  at   the  expense   of  out-of-state          competitors.   We therefore  uphold the district  court's holding          that RIDOT did not violate Fireside's constitutional rights.                    Affirmed.                    ________                                         -31-
