The opinion of the court was delivered by: Hochberg, District Judge.
This matter comes before this Court on a motion for summary
judgment filed by General Motors Corp. ("GM") pursuant to
Fed.R.Civ.P. 56, seeking judgement in GM's favor on Counts I, II,
III, VI, VII, VIII, and IX of the First Amended Complaint and
dismissal of the Verified Counterclaim filed by New A.C.
Chevrolet, Inc. ("New A.C."). New A.C. also moves for partial
summary judgment seeking to dismiss the First Amended Complaint
filed by GM. For the reasons set forth below, GM's motion for
summary judgment is granted and New A.C.'s motion for partial
summary judgment is denied.
Subject matter jurisdiction is properly pled pursuant to
28 U.S.C. § 1330 and § 1332. The Court also has supplemental
jurisdiction over the state law claims pursuant to
28 U.S.C. § 1367(a) because the state law claims are so related to the
federal claims arising under 15 U.S.C. § 1114 and § 1125(c) (the
"Lanham Act") that together they form the same case or
Pursuant to Rule 56(c), a motion for summary judgment will be
if the pleadings, depositions, answers to
interrogatories, and admissions on file, together
with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the
moving party is entitled to a judgment as a matter of
See also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247,
106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Celotex Corp. v.
Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265
(1986). In other words, "summary judgment may be granted if the
movant shows that there exists no genuine issue of material fact
that would permit a reasonable jury to find for the nonmoving
party." Miller v. Indiana Hosp., 843 F.2d 139, 143 (3d Cir.
1988). All facts and inferences must be construed in the light
most favorable to the non-moving party. See Peters v. Delaware
River Port Auth. of Pa. and N.J., 16 F.3d 1346, 1349 (3d Cir.
Substantive law controls the inquiry into which facts are
"material." Anderson, 477 U.S. at 247-48, 106 S.Ct. 2505. An
issue is "genuine" if a reasonable jury could decide the issue in
the nonmovant's favor. Id. Thus, "[o]nly disputes over facts
that might affect the outcome of the suit under the governing law
will properly preclude the entry of summary judgment." Id.;
accord Ridgewood Bd. of Educ. v. M.E., 172 F.3d 238, 252 (3d
Cir. 1999) (citing Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)).
The party seeking summary judgment always bears the initial
burden of production. Celotex Corp., 477 U.S. at 323, 106 S.Ct.
2548. This requires the moving party to establish either that
there is no genuine issue of fact and that the moving party must
prevail as a matter of law, or to demonstrate that the nonmoving
party has not shown the requisite facts relating to an essential
element of an issue on which it bears the burden. See Id. at
322-23, 106 S.Ct. 2548. Once the party seeking summary judgment
has carried this initial burden, the burden shifts to the
nonmoving party. To avoid summary judgment, the nonmoving party
must demonstrate facts supporting each element for which it bears
the burden and it must establish the existence of "genuine
issue[s] of material fact" justifying trial. Miller, 843 F.2d
at 143; see also Celotex Corp., 477 U.S. at 324, 106 S.Ct.
However, at the summary judgment stage, this Court neither
weighs the evidence nor makes credibility determinations; these
tasks are within the sole domain of the fact-finder. See
Anderson, 477 U.S. at 249, 106 S.Ct. 2505. Therefore, to
demonstrate a genuine issue of material fact, the summary
judgment opponent need not produce evidence so strong that it
mandates a decision in its favor. Rather, the party opposing
summary judgment must adduce "evidence on which the jury could
reasonably find for the [nonmovant]." Anderson, 477 U.S. at
252, 106 S.Ct. 2505. "The mere existence of a scintilla of
evidence in support of the [nonmovant's] position will be
insufficient." Id.; see also In re Headquarters Dodge,
13 F.3d 674, 679 (3d Cir. 1993). "Speculation and conclusory allegations
do not satisfy this duty." Ridgewood Bd. of Educ., 172 F.3d at
252 (citing Groman v. Township of Manalapan, 47 F.3d 628, 633
(3d Cir. 1995)).
It is clear that if a moving party satisfies its initial burden
of establishing a prima facie case for summary judgment, the
opposing party "must do more than simply show that there is some
metaphysical doubt as to material facts." Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct.
1348, 89 L.Ed.2d 538 (1986). Instead, "[w]here the record taken
as a whole could not lead a rational trier of fact to find for
the nonmoving party, there is no `genuine issue for trial.'"
Id. at 587, 106 S.Ct. 1348 (quoting First National Bank of
Arizona v. Cities Service Co., 391 U.S. 253, 289, 88 S.Ct. 1575,
20 L.Ed.2d 569 (1968)).
In 1983 New A.C. commenced business as a Chevrolet franchisee.
(Affidavit of Onofrio Bruno ("Bruno Aff.") ¶ 2.) In 1986, New
A.C. applied to Chevrolet for permission to dual*fn1 its
franchise with a Yugo franchise. (Id. at ¶ 5.) Chevrolet
granted the request. (Id.) However, New A.C. ceased operating
the Yugo franchise in the early 1990's and, at that point,
operated only the Chevrolet dealership. (Id. at ¶ 6.)
The most recent franchise agreement between New A.C. and GM was
executed on November 1, 1995. (Bruno Aff. Exh. A.; see also
Affidavit of Daniel C. Durkin ("Durkin Aff.") Exh. A.) The Dealer
Sales and Service Agreement ("Agreement") states, inter alia,
"[i]f the Dealer wants to make any change in
location(s) or Premises, or in the uses previously
approved for those Premises, Dealer will give
Division written notice of the proposed change
together with reasons for the proposal, for
Division's evaluation and final decision in light of
the dealer network planning considerations. No change
in location or in the use of Premises, including