Attorneys for Appellants                            Attorneys for Appellees

Geoffrey M. Grodner                                 Gregory F. Zoeller
Kendra G. Gjerdingen                                Attorney General of Indiana
Mallor Grodner LLP
Bloomington, Indiana                                Kyle Hunter
                                                    Deputy Attorney General
                                                    Indianapolis, Indiana
                                                                                  Aug 13 2015, 9:59 am
                                                    John C. Trimble
                                                    Brett Y. Hoy
                                                    Lewis Wagner, LLP
                                                    Indianapolis, Indiana

                                                    Steven A. McKelvey, Jr.
                                                    Nelson Mullins Riley & Scarborough LLP
                                                    Columbia, South Carolina




                                            IN THE
    COURT OF APPEALS OF INDIANA

Andy Mohr West, Inc. d/b/a                               August 13, 2015
Andy Mohr Toyota, Butler                                 Court of Appeals Case No.
Motors, Inc. d/b/a Butler                                49A02-1411-PL-812
Toyota, and TW Toy, Inc.                                 Appeal from the Marion Superior
d/b/a Tom Wood Toyota,                                   Court

Appellants-Petitioners,                                  The Honorable Cynthia J. Ayers,
                                                         Judge
        v.
                                                         Cause No. 49D04-1403-PL-9960

Office of the Indiana Secretary
of State, Auto Dealer Services
Division, and Carol Mihalik, in


Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                Page 1 of 26
      her representative capacity as
      Securities Commissioner of the
      Auto Dealer Services Division,
      and Toyota Motor Sales, U.S.A.,
      Inc.,
      Appellees-Respondents.




      Najam, Judge.


                                        Statement of the Case
[1]   Andy Mohr West, Inc. d/b/a Andy Mohr Toyota (Andy Mohr), Butler

      Motors, Inc. d/b/a Butler Toyota (Butler), and TW Toy, Inc. d/b/a Tom

      Wood Toyota (Tom Wood) (collectively, the Dealers) appeal the trial court’s

      judgment affirming the dismissal of declaratory judgment actions the Dealers

      had filed with the Auto Dealer Services Division of the Office of the Secretary

      of State (the Division). According to the Dealers’ filings with the Division,

      Toyota Motor Sales, U.S.A., Inc. (Toyota) proposed to relocate Ed Martin

      Toyota (Ed Martin) from Anderson, Indiana, to Fishers, Indiana, which the

      Dealers alleged was without good cause. The Division dismissed the Dealers’

      claims after it interpreted recently enacted provisions of the Indiana Code to

      deny the Dealers standing. This appeal presents a question of first impression

      regarding an interpretation of the Indiana Dealer Services statutes. See Ind.

      Code §§ 9-32.



      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 2 of 26
[2]   As the Supreme Court of the United States has reminded us, “[a] fair reading of

      legislation demands a fair understanding of the legislative plan.” King v.

      Burwell, ___ U.S. ___, 2015 WL 2473449 at *15 (June 25, 2015). Here, the

      legislative plan as it relates to the proposed relocation of a new-motor-vehicle

      (NMV) dealer into a new market evinces our legislature’s intent that the

      Division review the effects of the proposed relocation on the marketplace before

      the relocation may be approved. We conclude, however, that the Division’s

      interpretation of the relevant statutes is inconsistent with the economic

      rationale of the legislative plan and is not, therefore, a reasonably correct

      interpretation of the statutes. Instead, the Division has misconstrued the

      relevant statutes to deny the Dealers standing and potential remedies. In its

      interpretation, the Division has either disregarded or overlooked the plain text

      of relevant statutory provisions and, in so doing, has rendered those provisions

      meaningless. We reverse the trial court’s judgment and remand to the Division

      for further proceedings on the Dealers’ claims against Toyota.


                                  Facts and Procedural History
[3]   The facts underlying this appeal are not in dispute. Ed Martin is an NMV

      dealer and has been operating out of Anderson in Madison County for a

      number of years. Ed Martin is licensed in Indiana to serve as a Toyota dealer.

      Around September 27, 2013, Toyota informed each of the Dealers, which are

      also NMV dealers, that it intended to relocate Ed Martin from Anderson to



      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 3 of 26
      Fishers. Fishers is located in Hamilton County, which has a population in

      excess of 100,000 people.


[4]   The Dealers engaged Toyota in negotiations to avoid the relocation of Ed

      Martin, but those discussions eventually broke down. As such, on December

      23, 2013, Butler filed with the Division its protest against the relocation of Ed

      Martin and its request for declaratory judgment. Tom Wood and Andy Mohr

      filed similar requests shortly thereafter. Collectively, the Dealers’ requests

      sought to have the Division determine whether good cause existed for the

      proposed move of Ed Martin. Subsequently, Toyota moved to dismiss the

      Dealers’ requests on the ground that the Dealers each lacked standing to file

      their requests with the Division.


[5]   On February 25, 2014, the Division entered Findings of Fact, Conclusions of

      Law, Judgment, and Final Order with respect to each of the Dealers. The

      Division determined that the relevant market area that would apply to Ed

      Martin’s relocated dealership consisted of a six-mile radius around that

      proposed location1 pursuant to Indiana Code Section 9-32-2-20(1). Because




      1
        In its filings with the Division, Toyota acknowledged that “no specific relocation site [for Ed Martin] has
      been chosen at this time.” Appellant’s App. at 153 n.4. Rather, Toyota’s arguments, and the Division’s
      conclusions, were premised on the theory that the relocated Ed Martin dealership would be no closer than six
      miles to any of the Dealers. See id. (“Toyota stipulates that[,] if the ultimate relocation site were located
      within 6 miles” of one of the Dealers, that Dealer “would have the right to receive notice [of]
      and . . . protest . . . the relocation.”); see also id. at 44 (Division’s conclusions with respect to Tom Wood), 70
      (Division’s conclusions with respect to Andy Mohr), and 94 (Division’s conclusions with respect to Butler).

      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                             Page 4 of 26
      each of the Dealers was located outside of that radius, the Division concluded

      that each Dealer lacked standing to file its declaratory judgment action. The

      Dealers petitioned the trial court for judicial review of the Division’s judgment,

      and, after consolidating the Dealers’ petitions, the court affirmed the Division’s

      judgment. This appeal ensued.


                                        Discussion and Decision
                                                Standard of Review

[6]   This appeal involves a question of an agency’s interpretation of the Indiana

      Code. As we have explained:

               “An interpretation of a statute by an administrative agency
               charged with the duty of enforcing the statute is entitled to great
               weight, unless this interpretation would be inconsistent with the statute
               itself.” LTV Steel Co. v. Griffin, 730 N.E.2d 1251, 1257 (Ind.
               2000). . . . “Deference to an agency’s interpretation of a statute
               becomes a consideration when a statute is ambiguous and
               susceptible of more than one reasonable interpretation.” State v.
               Young, 855 N.E.2d 329, 335 (Ind. Ct. App. 2006). When a court
               is faced with two reasonable interpretations of a statute, one of
               which is supplied by an administrative agency charged with
               enforcing the statute, the court should defer to the agency. Id. If
               a court determines that an agency’s interpretation is reasonable,



      In light of Toyota’s express uncertainty with respect to the exact site of Ed Martin’s relocation, we decline to


      accept the Division’s and Toyota’s suggestions that we should hold, in the first instance under the correct
      interpretation of the relevant statutes, that any one of the Dealers lacks standing with respect to the
      hypothetical location of the relocated Ed Martin dealership.


      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                           Page 5 of 26
                it should terminate its analysis and not address the
                reasonableness of the other party’s proposed interpretation.
                Id. . . . However, an agency’s incorrect interpretation of a statute is
                entitled to no weight. Peabody Coal Co. v. Ind. Dep’t of Natural Res.,
                606 N.E.2d 1306, 1308 (Ind. Ct. App. 1992). If an agency
                misconstrues a statute, there is no reasonable basis for the agency’s
                ultimate action and the trial court is required to reverse the
                agency’s action as being arbitrary and capricious. Id.


      Pierce v. Dep’t of Corr., 885 N.E.2d 77, 89 (Ind. Ct. App. 2008) (emphases

      added). Further, insofar as this appeal is from the judgment of a trial court,

      “[i]t is well established that, where ‘only a paper record has been presented to

      the trial court, we are in as good a position as the trial court . . . and will

      employ de novo review . . . .’” Norris Ave. Prof’l Bldg. P’ship v. Coordinated

      Health, LLC, 28 N.E.3d 296, 298 (Ind. Ct. App. 2015) (quoting Munster v. Groce,

      829 N.E.2d 52, 57 (Ind. Ct. App. 2005)) (omissions original to Norris), trans.

      denied.


[7]   The only issue on appeal is whether the agency’s interpretation of the relevant

      statutes is reasonably correct. The Indiana Supreme Court has long recognized

      the “basic principle” that

                the foremost objective of the rules of statutory construction is to
                determine and effect the true intent of the legislature. It is also
                well settled that the legislative intent as ascertained from an Act
                as a whole will prevail over the strict literal meaning of any word
                or term used therein. When the court is called upon to construe
                words in a single section of a statute, it must construe them with
                due regard for all other sections of the act and with due regard for

      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015           Page 6 of 26
              the intent of the legislature in order that the spirit and purpose of
              the statute be carried out.


      Park 100 Dev. Co. v. Ind. Dep’t of State Revenue, 429 N.E.2d 220, 222-23 (Ind.

      1981) (citations omitted). Accordingly, in interpreting statutes “no part should

      be held to be meaningless if it can be reconciled with the rest” of the statutory

      language. Siwinski v. Town of Ogden Dunes, 949 N.E.2d 825, 828 (Ind. 2011).

      Moreover, “[s]tatutes relating to the same general subject matter are in pari

      materia (on the same subject) and should be construed together so as to produce

      a harmonious statutory scheme.” Klotz v. Hoyt, 900 N.E.3d 1, 5 (Ind. 2009).


                                    Overview of the Relevant Statutes

[8]   Here, the dispute between the parties began shortly after Toyota had informed

      the Dealers of Toyota’s intent to relocate Ed Martin from Anderson to Fishers.

      Toyota issued these notices pursuant to Indiana Code Section 9-32-13-24(d),

      which states:

              Before a franchisor enters into a franchise establishing or
              relocating a[n NMV] dealer within a relevant market area where
              the same line make is represented, the franchisor shall give
              written notice to each [NMV] dealer of the same line make in the
              relevant market area of the franchisor’s intention to establish an
              additional dealer or to relocate an existing dealer within that
              relevant market area.




      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015       Page 7 of 26
      The Dealers objected to Toyota’s plan, and, after negotiations with Toyota

      failed, the Dealers each filed a declaratory judgment action before the Division

      pursuant to Indiana Code Section 9-32-13-24(e), which states:


              Not later than thirty (30) days after:

                       (1) receiving the notice provided for in subsection (d); or

                       (2) the end of any appeal procedure provided by the
                       franchisor;

              a[n NMV] dealer may bring a declaratory judgment action before
              the division to determine whether good cause exists for the establishing
              or relocating of a proposed [NMV] dealer. If an action is filed under this
              section, the franchisor may not establish or relocate the proposed [NMV]
              dealer until the division has rendered a decision on the matter. An
              action brought under this section shall be given precedence over
              all other matters pending before the division.


      (Emphasis added.)


[9]   The very next provision of the Indiana Code states that, in determining

      “whether good cause exists for establishing or relocating an additional [NMV] dealer

      for the same line make,” the Division:


              shall take into consideration the existing circumstances,
              including the following:

                       (1) Permanency of the investment.




      Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015        Page 8 of 26
                        (2) Effect on the retail new motor vehicle business and the
                        consuming public in the relevant market area.

                        (3) Whether it is injurious or beneficial to the public
                        welfare.

                        (4) Whether the [NMV] dealers of the same line make in
                        that relevant market area are providing adequate
                        competition and convenient consumer care for the motor

                        vehicles of that line make in that market area, including
                        the adequacy of motor vehicle sales and qualified service
                        personnel.

                        (5) Whether the establishment or relocation of the [NMV]
                        dealer would promote competition.

                        (6) Growth or decline of the population and the number
                        of new motor vehicle registrations in the relevant market
                        area.

                        (7) The effect on the relocating dealer of a denial of its
                        relocation into the relevant market area.


       Ind. Code § 9-32-13-24(f) (2014) (emphasis added).


[10]   Thus, the purpose underlying Toyota’s notice, the Dealers’ declaratory actions,

       and the Division’s review of those actions is to maintain the status quo in a

       given market until the Division has had the opportunity to fully assess the

       impact of the proposed change in that market. As the Third Circuit has stated

       with respect to the federal statutes on which Indiana’s statutes are based, these



       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015     Page 9 of 26
       are “remedial statute[s] enacted to redress the economic imbalance and unequal

       bargaining power between large automobile manufacturers and local

       dealerships, protecting dealers from unfair termination and other retaliatory and

       coercive practices.” Maschio v. Prestige Motors, 37 F.3d 908, 910 (3d Cir. 1994).


[11]   By giving the Dealers the notice required under Section 9-32-13-24(d), at least

       initially Toyota believed the Dealers might be within “the relevant market area”

       where it had proposed to relocate Ed Martin. See I.C. § 9-32-13-24(d). Under

       another section of the Indiana Code:

               “Relevant market area” means the following:

               (1) With respect to a[n NMV] dealer who plans to relocate the
               dealer’s place of business in a county having a population of more
               than one hundred thousand (100,000), the area within a radius of
               six (6) miles of the intended site of the relocated dealer. The six
               (6) mile distance shall be determined by measuring the distance
               between the nearest surveyed boundary of the existing [NMV]
               dealer’s principal place of business and the nearest surveyed
               boundary line of the relocated [NMV] dealer’s place of business.

               (2) With respect to a:

                        (A) proposed [NMV] dealer; or

                        (B) [NMV] dealer who plans to relocate the dealer’s place
                        of business in a county having a population of not more
                        than one hundred thousand (100,000);

               the area within a radius of ten (10) miles of the intended site of
               the proposed or relocated dealer. The ten (10) mile distance shall

       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 10 of 26
               be determined by measuring the distance between the nearest
               surveyed boundary line of the existing [NMV] dealer’s principal
               place of business and the nearest surveyed boundary line of the
               proposed or relocated [NMV] dealer’s principal place of business.


       I.C. § 9-32-2-20 (emphases added).


[12]   This appeal turns on the meaning of two phrases: “proposed [NMV] dealer”

       and “in a county.” The Division concluded that Ed Martin is not a “proposed

       [NMV] dealer” but an existing dealer that is relocating “in a county” with a

       population greater than 100,000 people and, thus, that the relevant market area

       is six miles around Ed Martin’s new location. As explained below, the

       Division’s interpretation of both of these phrases is contrary to law.


                                         “Proposed [NMV] Dealer”

[13]   The Division concluded that a “proposed [NMV] dealer” under Section 9-32-2-

       20(2)(A) can mean only a newly created business. In other words, “proposed

       [NMV] dealer” cannot mean an existing, but relocating, business. Thus, the

       Division concluded that the relevant market area for Ed Martin’s relocated

       dealership was a six-mile radius around its new site rather than a ten-mile

       radius. See id. This, in turn, excluded the Dealers from being affected, as a

       statutory matter, by the proposed relocation. See id.


[14]   But the Division’s interpretation of Section 9-32-2-20(2)(A) is contrary to the

       plain language of Section 9-32-13-24(e)—the only other place in Article 9-32 in

       which the phrase “proposed [NMV] dealer” appears. See generally I.C. §§ 9-32.

       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 11 of 26
       Again, Section 9-32-13-24(e) authorizes the Dealers to bring a declaratory

       judgment action for the Division to determine whether good cause exists “for

       the . . . relocating of a proposed [NMV] dealer.” And Section 9-32-13-24(e)

       states that Toyota “may not . . . relocate the proposed [NMV] dealer” until the

       Division has rendered a decision. Thus, Section 9-32-13-24(e) clearly

       contemplates the relocation of a “proposed [NMV] dealer.” The Division’s

       narrow interpretation of “proposed [NMV] dealer” under Section 9-32-2-

       20(2)(A), however, renders the language of Section 9-32-13-24(e) meaningless

       because it is not possible to challenge the relocation of a “proposed [NMV]

       dealer,” let alone to halt the proposed relocation or determine whether that

       relocation is done with good cause, if that dealer does not already exist. An

       interpretation of statutory text that renders related statutory text meaningless

       instead of in harmony is to be avoided. See Siwinski, 949 N.E.2d at 828; Klotz,

       900 N.E.3d at 5.


[15]   A “proposed [NMV] dealer” under Section 9-32-2-20(2)(A) must mean the

       same thing that it means under Section 9-32-13-24(e). Specifically, a “proposed

       [NMV] dealer” is a dealer that proposes to enter a market where that dealer is

       not already doing business. This can occur, as the Division recognizes, through

       the creation of a new business. But this can also occur, as the Division fails to

       recognize, through the relocation of an existing business. This interpretation

       gives meaning to, rather than to render meaningless, Section 9-32-13-24(e)’s

       authorization for a dealer to challenge a franchisor’s “establishing or relocating


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 12 of 26
       of a proposed [NMV] dealer” or the franchisor’s intent to “establish or relocate

       the proposed [NMV] dealer.” See Siwinski, 949 N.E.2d at 828. Both “establish”

       and “relocate” in those provisions modify “proposed [NMV] dealer.” That is,

       the statute expressly contemplates the relocation of an existing NMV dealer.


[16]   This interpretation is also consistent with the very next provision of the Indiana

       Code, Section 9-32-13-24(f), which instructs the Division on how to determine

       “whether good cause exists for establishing or relocating an additional [NMV]

       dealer” in a relevant market. (Emphasis added.) Similar to Section 9-32-13-

       24(e), here “establishing” and “relocating” modify “additional [NMV] dealer.”

       But while subsection (e) identifies the “proposed” NMV dealer, subsection (f)

       identifies the “additional” NMV dealer in a market. It is clear from reading

       these two subsections together—again, as is required, see Klotz, 900 N.E.3d at

       5— that “proposed” and “additional” are used interchangeably, and it is

       equally clear that the term “additional [NMV] dealer” includes either an

       entirely new dealer or a relocating dealer. In other words, a “proposed [NMV]

       dealer” is simply an additional dealer—whether a new business or a relocating,

       established business—that proposes to enter a designated market. This

       interpretation accounts for the very purpose of the statute, namely, to have the

       Division consider the effect of adding an additional dealer to a given market.

       And this interpretation takes all relevant statutory provisions into account.




       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 13 of 26
[17]   Toyota and the Division assert on appeal that the ordinary meaning of

       “proposed” excludes established but relocating dealers.2 That is, they assert

       that the literal meaning of “proposed” indicates a dealer that is contemplated

       but does not yet exist. But “the literal meaning of a word in isolation is not

       controlling upon how the statute as a whole must be interpreted.” Morgan v.

       State, 22 N.E.3d 570, 575 (Ind. 2014); see Park 100 Dev. Co., 429 N.E.2d at 222-

       23. Toyota and the Division’s reliance on a literal definition of “proposed”

       disregards the statutory purpose, the context in which the word appears, and

       other relevant statutory provisions. The legislative plan and express statutory

       language demonstrate that a “proposed [NMV] dealer” means a dealer that is

       proposed to be added to a market, whether that dealer is a wholly new business

       or a relocating, existing business. And the purpose of our statutes is to protect

       the existing dealers in the relevant market area from franchisor abuse. The

       introduction of a “proposed [NMV] dealer” into a marketplace is a potential

       economic threat to a dealer already located within that market, regardless of

       whether the “proposed [NMV] dealer” is a wholly new business or a relocating,

       existing business. The Division’s interpretation creates an arbitrary and

       artificial distinction between a proposed, wholly new dealer and a proposed,




       2
        Toyota’s brief contains numerous complaints that the Dealers have waived or abandoned various positions.
       We reject those complaints.


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                   Page 14 of 26
       relocating dealer not present in the statutes, and it disregards the legislative

       intent underlying the statutory scheme.


[18]   The Division also asserts on appeal that this court should rely on Michigan and

       West Virginia law for the proper definition of a “proposed [NMV] dealer.” But

       those states define “proposed [NMV] dealer” as terms of art within their

       statutory schemes. See Mich. Comp. Laws § 445.1565(4) (2014); W. Va. Code §

       17A-6A-3(13) (2014). Our General Assembly has not defined that term. See

       generally I.C. §§ 9-32-2-1 to -28. And the Division cites no authority to suggest

       that this material difference was anything other than intended by our

       legislature. Cf. Jackson v. State, ___ N.E.3d ___ 2015 WL 3520870 at *3-*7 (Ind.

       Ct. App. June 4, 2015) (holding that our legislature intended certain statutory

       language to include an unstated element because our statutory language tracked

       federal statutory language and was enacted after federal courts had read the

       unstated element into the federal statute).


                                                 “In A County”

[19]   The Division’s interpretation of a “proposed [NMV] dealer” is an error that has

       trickled down into other relevant statutory language. In particular, because the

       Division concluded that a “proposed [NMV] dealer” can mean only a newly

       created business, it likewise misinterpreted Section 9-32-2-20(1). Again, that

       statute defines the relevant market area for a business that plans “to relocate . . .




       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 15 of 26
       in a county” with a population greater than 100,000 people as a six-mile radius

       around the NMV dealer’s proposed site. (Emphasis added.)


[20]   After it defined a “proposed [NMV] dealer” to exclude a relocating business,

       the Division compounded that error and interpreted “in a county” to mean a

       relocation either within a county or into a county exceeding the population

       limit. But when the correct definition of a “proposed [NMV] dealer,” which

       includes a relocating business, is applied, the Division’s definition of “in a

       county” would mean that a business relocating into a county exceeding the

       population limit would not fall clearly under either Section 9-32-2-20(1), which

       defines the business’s relevant market area as a six-mile radius, or under Section

       9-32-2-20(2), which defines the area as a ten-mile radius.


[21]   In order to give effect to the legislative distinction between Sections 9-32-2-20(1)

       and (2), “in a county” under Section 9-32-2-20(1) must mean “within” a county

       and cannot mean “into” a county. If the proposed relocation is within the same

       county, our legislature has designed a smaller relevant market area for that

       business than if the proposed relocation involves a business moving into the

       county. See I.C. § 9-32-2-20. The legislative rationale for the distinction

       between an intra-county and inter-county relocation is clear. The relocation of

       a business that already has an established customer base within a county will

       likely present less of a threat to other businesses located within that county

       because the businesses are already competing within the same market. On the

       other hand, when an inter-county relocation is proposed, an additional business

       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 16 of 26
       entering the area will attract new customers, and those customers are likely to

       come from other dealers already located in that market.3 Thus, our legislature

       has provided businesses established in a market with the greater protection of a

       ten-mile relevant market area against an additional business entering that

       market, whether the “proposed [NMV] dealer” is a newly created dealer or a

       relocating dealer.


[22]   The Division asserts that this interpretation of “in a county” reads “an arbitrary

       significance to crossing a county line . . . .” Appellee Division’s Br. at 16. To

       the contrary, whether a business is new to a market because it is newly created

       or because it has relocated from elsewhere, the business is still new to the

       market, and there is no apparent reason why the same statutory protection

       provided by our legislature should not apply in both instances. Under the

       Division’s interpretation, however, a ten-mile relevant market area applies to a

       business that is new to a market merely because it is newly created, but a six-

       mile relevant market area applies to a business that is new to a market simply

       because it relocated from elsewhere. “[I]t is a fundamental principle of

       statutory construction that the court presumes that the legislature does not

       intend that application of the statute should work irrational consequences.”




       3
         This is not to say that all inter-county relocations will in fact have a meaningful impact on the new
       marketplace. Indeed, an NMV dealer that simply crosses the street to enter into a new county would likely
       have no meaningful impact on the market whatsoever. But the question of actual market impact is a question
       on the merits of a petition; it is not a threshold question of standing, which is the issue in this appeal.


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                    Page 17 of 26
       Wal-Mart Stores, Inc. v. Bathe, 715 N.E.2d 954, 958 (Ind. Ct. App. 1999), trans.

       denied. Given the economic rationale and the remedial purpose underlying the

       legislative plan, our legislature could not have intended the Division’s disparate,

       if not irrational, treatment of dealers that propose to locate or relocate into a

       market.


                                                    Conclusion

[23]   In sum, the Division’s interpretation of Sections 9-32-2-20 and 9-32-13-24(e) is

       unreasonable and incorrect as a matter of law. The Division misunderstands

       the meaning of the word “proposed” within the legislative plan. A “proposed

       [NMV] dealer” cannot mean only a newly created business. The Division’s

       misinterpretation renders other relevant statutory provisions meaningless,

       contrary to the basic principles of statutory construction that every word and

       phrase be given meaning and be harmonized with other related provisions. The

       Division disregards the statutory scheme and fails to account for the fact that

       the relocation of an existing dealer into the relevant market is every bit as much

       a threat, if not a greater threat, to the existing dealers within that area as the

       establishment of a new dealership. An agency’s interpretation that is contrary

       to law is entitled to no deference. Accordingly, we reverse the trial court’s

       judgment and remand to the Division for further proceedings consistent with

       this opinion.




       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 18 of 26
BAKER, J., concurs.

FRIEDLANDER, J., dissents with separate opinion.




Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 19 of 26
                                                   IN THE
           COURT OF APPEALS OF INDIANA
       Andy Mohr West, INC. d/b/a Andy                           Court of Appeals Case No.
       Mohr Toyota, Bulter Motors, INC.                          49A02-1411-PL-812
       d/b/a Bulter Toyota, and TW Toy
       INC. d/b/a Tom Wood Toyota
       Appellants,

               v.

       Office of the Indiana Secretary of
       State Auto Dealer Services Division
       and Carol Mihalik, in her
       representative capacity as Securities
       Commissioner of the Auto Dealer
       Services Division, and Toyota Motor
       Sales, U.S.A.,
       Appellees




       Friedlander, Judge dissenting.

[24]   I respectfully dissent. The Indiana Dealer Services statutes are undoubtedly

       inartful, but I am convinced that the Division’s interpretation is reasonable.

       Accordingly, I would defer to the Division’s interpretation of the statutes it is

       tasked with enforcing. See Chrysler Group, LLC v. Review Bd. of Ind. Dep’t of


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015             Page 20 of 26
       Workforce Dev., 960 N.E.2d 118, 124 (Ind. 2012) (“we defer to the agency’s

       reasonable interpretation of such a statute even over an equally reasonable

       interpretation by another party”); Ind. Wholesale Wine & Liquor Co. v. State ex rel.

       Ind. Alcoholic Beverage Comm’n, 695 N.E.2d 99, 105 (Ind. 1998) (once the

       reviewing court determined that the agency interpretation was reasonable, the

       court “should have terminated its analysis” and not addressed the

       reasonableness of other proposed interpretations).


[25]   The majority finds that the purpose of the relevant statutes is to maintain the

       status quo in a “given market” until the Division has had an opportunity to

       fully assess the impact of the proposed change in that market. Slip op at 9.

       What is unclear to me is whether “given market” (as well as the majority’s

       other general market references) is intended to be synonymous with the

       statutorily-defined term “relevant market area”. If it is, then I agree with my

       colleagues’ general statement of legislative purpose.


[26]   This purpose is satisfied by the Division’s interpretation of the relevant statutes,

       which allows for review by the Division when an NMV dealer is establishing or

       relocating within or into a relevant market area (i.e., whenever the status quo is

       affected in the relevant market area). The majority’s interpretation, on the

       other hand, does not provide for review of a proposed relocation within a

       relevant market area because the relocating dealer is not a “proposed [NVM]

       dealer”.



       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 21 of 26
[27]   Pursuant to I.C. § 9-32-13-24(d), before a franchisor, such as Toyota, enters into

       a franchise establishing or relocating an NMV dealer “within a relevant market

       area” in which the same line make is already represented, the franchisor must

       give written notice to such existing dealer(s) of the franchisor’s “intention to

       establish an additional dealer or to relocate an existing dealer within that

       relevant market area”. Following notice, I.C. § 9-32-13-24(e) allows the

       existing dealer(s) to “bring a declaratory judgment action before the division to

       determine whether good cause exists for the establishing or relocating of a

       proposed [NVM] dealer.”


[28]   I.C. § 9-32-2-20 determines the relevant market area applicable in any given

       case, which is either a six- or ten-mile radius. The statute provides:

               (1) With respect to a[n NMV] dealer who plans to relocate the
               dealer’s place of business in a county having a population of
               more than one hundred thousand (100,000), the area within a
               radius of six (6) miles of the intended site of the relocated
               dealer….
               (2) With respect to a:
                      (A) proposed [NMV] dealer; or
                      (B) [NMV] dealer who plans to relocate the dealer’s place
                      of business in a county having a population of not more
                      than one hundred thousand (100,000);
               the area within a radius of ten (10) miles of the intended site of
               the proposed or relocated dealer. The ten (10) mile distance shall
               be determined by measuring the distance between the nearest
               surveyed boundary line of the existing [NMV] dealer’s principal
               place of business and the nearest surveyed boundary line of the
               proposed or relocated [NMV] dealer’s principal place of business.


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 22 of 26
[29]   With respect to I.C. § 9-32-2-20(1), the majority interprets “in a county” to

       include only moves from one location to another location in the same county.

       Although the majority’s interpretation may be reasonable, the Division’s

       interpretation that “in a county” includes both relocations within a county and

       to a different county4 is also reasonable and, therefore, entitled to substantial

       deference. See Chrysler Group, LLC v. Review Bd. of Ind. Dep’t of Workforce Dev.,

       960 N.E.2d 118.


[30]   Relying upon the legislative plan, the majority further concludes that a

       “proposed [NMV] dealer” under I.C. § 9-32-2-20(2)(A) is “a dealer that

       proposes to enter a market where that dealer is not already doing business.”

       Slip op at 12. This definition, however, begs the essential question. What is the

       applicable relevant market area?


[31]   Further, I agree with the Division that the majority’s interpretation is not

       consistent with the ordinary meaning of “proposed”. I.C. § 9-32-2-20(2) speaks

       of “proposed” dealers and “relocated” dealers, clearly implying that the former

       is a planned/projected dealer while the latter is an established/existing dealer.

       Similarly, the notice provision addresses a franchiser’s “intention to establish an




       4
           In other words, the focus is on the county of destination and its attendant population.


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015                     Page 23 of 26
       additional dealer or to relocate an existing dealer”. I.C. § 9-32-13-24(d)

       (emphasis supplied).


[32]   The Division’s interpretation of “proposed [NMV] dealer” is also consistent

       with the definition used in other states, such as Michigan and West Virginia.

       For example, Michigan defines a proposed NMV dealer as: “a person who has

       an application pending for a new dealer agreement with a manufacturer or

       distributor. Proposed motor vehicle dealer does not include a person whose

       dealer agreement is being renewed or continued.” Mich. Comp. Laws Ann. §

       445.1565(4). See also W. Va. Code Ann. § 17A-6A-3(13) (same definition).


[33]   Although both the West Virginia and Michigan statutes expressly differentiate

       between a proposed dealer and a relocating dealer, their statutes regarding

       notice and the right to declaratory action are virtually identical to ours.

       Specifically, notice must be given to same line-make dealers in a relevant

       market area of a manufacturer/distributor’s intention to “establish an

       additional dealer” or to “relocate an existing dealer” within the same relevant

       market area. Mich. Comp. Laws Ann. § 445.1576(2); W. Va. Code Ann. §

       17A-6A-12(2). Following notice, affected dealers have the right to bring a

       declaratory judgment action to “determine whether good cause exists for the

       establishing or relocating of a proposed [NMV] dealer.” Mich. Comp. Laws Ann. §

       445.1576(3) (emphasis supplied). See also W. Va. Code Ann. § 17A-6A-12(3).




       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 24 of 26
[34]   The reference to proposed NMV dealer in Mich. Comp. Laws Ann. §

       445.1576(3) and W. Va. Code Ann. § 17A-6A-12(3) is, of course, perplexing, as

       the express statutory definitions necessarily foreclose the possibility of a

       proposed NMV dealer relocating. Further, a strict reading leads to the absurd

       result that although entitled to notice of a planned relocation, an affected dealer

       is not entitled to bring a declaratory judgment action because the relocating

       dealer is not a proposed NMV dealer. Despite the puzzling (and seemingly

       mistaken) reference to proposed NMV dealer in the Michigan statute, however,

       the right to protest has been applied “equally to new dealerships and dealerships

       that are relocating to a new location.” Chrysler Group LLC v. Fox Hills Motor

       Sales, Inc., 776 F.3d 411, 425 n.9 (6th Cir. 2015).


[35]   The majority’s interpretation of the non-statutorily-defined term and its reliance

       upon the imprecise language of I.C. § 9-32-13-24(e) leads to similarly troubling

       results. That is, an existing dealer—though clearly entitled to notice—has no

       protest rights with respect to an intra-county relocation into the existing dealer’s

       relevant market area because the move would not involve “the establishing or

       relocating of a proposed [NMV] dealer”. I.C. § 9-32-13-24(e) (emphasis supplied).

       This, of course, renders the definitions of relevant market area contained in I.C.

       § 9-32-2-20(1) and (2)(B) effectively useless. The majority’s interpretation also

       makes meaningless I.C. § 9-32-13-24(a) and (c), which address relocations

       within a given market area. As already observed, intra-market relocations are

       never subject to the declaratory judgment provision when the majority’s


       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 25 of 26
       analysis is taken to its logical conclusion. This could not have been the intent

       of the legislature.


[36]   In my mind, the clear intent of I.C. § 9-32-13-24 is to provide protest rights to

       affected NMV dealers regardless of whether the franchisor intends to relocate

       an existing dealer in/to/within the relevant market area or establish an entirely

       new dealer in the relevant market area. The applicable relevant market area, in

       turn, determines which dealers have protest rights.


[37]   Under its reasonable interpretation of the relevant statutes, the Division

       determined that the applicable relevant market area in this case was the six-mile

       radius set out in I.C. § 9-32-2-20(1). The Dealers do not dispute that they are

       outside this area. Accordingly, I would affirm the trial court’s judgment based

       upon lack of standing.




       Court of Appeals of Indiana | Opinion 49A02-1411-PL-812 | August 13, 2015   Page 26 of 26
