                                                                           FILED
                           NOT FOR PUBLICATION
                                                                            FEB 15 2017
                    UNITED STATES COURT OF APPEALS                      MOLLY C. DWYER, CLERK
                                                                         U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


VAN NUYS CYCLE, INC., DBA Old                    No.   15-56190
Road Harley-Davidson, a California
corporation,                                     D.C. No.
                                                 2:14-cv-06625-R-MRW
              Plaintiff-Appellant,

 v.                                              MEMORANDUM*

HARLEY-DAVIDSON MOTOR
COMPANY, INC., a Wisconsin
Corporation,

              Defendant-Appellee.


                    Appeal from the United States District Court
                       for the Central District of California
                     Manuel L. Real, District Judge, Presiding

                           Submitted February 9, 2017**
                              Pasadena, California




      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
Before: THOMAS, Chief Judge, NGUYEN, Circuit Judge, and AMON,*** District
Judge.

      Plaintiff Van Nuys Cycle, Inc. appeals the district court’s grant of summary

judgment to Harley-Davidson Motor Company, Inc., on its breach of contract and

breach of the duty of good faith and fair dealing claims. We have jurisdiction

pursuant to 28 U.S.C. § 1291, and we affirm. Because the parties are familiar with

the history of this case, we need not recount it here.

      We review a grant of summary judgment de novo and employ the same

standard the trial court used under Federal Rule of Civil Procedure 56(c). Szajer v.

City of Los Angeles, 632 F.3d 607, 610 (9th Cir. 2011). Viewing the evidence in

the light most favorable to the nonmoving party, we must determine whether there

are genuine issues of material fact and whether the district court correctly applied

the relevant substantive law. Olsen v. Idaho State Bd. of Med., 363 F.3d 916, 922

(9th Cir. 2004). We may affirm a grant of summary judgment on any ground

supported by the record. Video Software Dealers Ass’n v. Schwarzenegger, 556

F.3d 950, 956 (9th Cir. 2009). Under Wisconsin law the interpretation of an




      ***
             The Honorable Carol Bagley Amon, United States District Judge for
the Eastern District of New York, sitting by designation.
                                           2
unambiguous contract presents a question of law.1 Betz v. Diamond Jim’s Auto

Sales, 849 N.W.2d 292, 302 (Wis. 2014).

                                             I

       The district court properly granted summary judgment to Harley-Davidson

on Van Nuys’s breach of contract claim. “When construing contracts that were

freely entered into, [the] goal is to ascertain the true intentions of the parties as

expressed by the contractual language.” Id. at 302 (internal quotation marks and

citation omitted). To ascertain the parties’ intent, a court should give contract

terms their plain or ordinary meaning. Id. When a contract is unambiguous, courts

need only look within the four corners of the contract to determine the parties’

intent. Id.

       Even assuming that the district court erred by construing together the 2004

dealer contract and seven other documents, Van Nuys’s breach of contract claim

still fails because the dealer contract permitted Harley-Davidson to require the

dealership to relocate. Under the plain and ordinary meaning of the dealer

contract, Van Nuys was required to “conduct all of its operations” from the

“approved dealer location,” which at the time happened to be in Van Nuys. But the

dealer contract also provided that Harley-Davidson could “modify, alter or adjust


       1
           The parties agree that Wisconsin law applies to the 2004 dealer contract.
                                            3
Dealer’s Territory at any time” based on its good faith business judgment. This

provision makes Harley-Davidson’s relocation demand facially permissible.

Therefore, Harley-Davidson was entitled to summary judgment on this claim.

                                          II

      The district court properly granted summary judgment to Harley-Davidson

on Van Nuys’s claim for breach of the duty of good faith and fair dealing because

Harley-Davidson did not breach this duty. See Beidel v. Sideline Software, Inc.,

842 N.W.2d 240, 251 (Wis. 2013) (citing Super Valu Stores, Inc. v. D-Mart Food

Stores, Inc., 431 N.W.2d 721 (Wis. Ct. App. 1988)) (stating there cannot be a

breach of the covenant of good faith when “a contracting party complains of acts of

the other party which are specifically authorized in the[] agreement”). The

Wisconsin Supreme Court has held that “[e]very contract implies good faith and

fair dealing between the parties to it, and a duty of cooperation on the part of both

parties.” Id. at 250 (quoting Chayka v. Santini, 176 N.W.2d 561, 564 n.7 (Wis.

1970)).

      Under the parties’ agreement here, Harley-Davidson could change the

dealership’s location or modify the dealership’s territory. The dealer contract

states that the dealer’s territory is “non-exclusive and subject to change by Harley-

Davidson from time-to-time.” The General Conditions of Sales and Service, which


                                           4
is incorporated by reference into the contract, states that Harley-Davidson “may

modify, alter or adjust Dealer’s Territory at any time” based on its good faith

business judgment, that the dealer recognizes that its territory might change, and

that the dealer will maintain facilities in a satisfactory location. We therefore

conclude that, as a matter of law, there was no breach of the duty of good faith and

fair dealing, and the district court appropriately entered summary judgment on this

claim.

                                          III

         Because we conclude that Van Nuys’s claims fail as a matter of law, we

need not address the alternative arguments presented by Harley-Davidson, nor any

other matter urged by the parties.

         AFFIRMED.




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