UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ____________

No. 21-2283 ____________

MALL CHEVROLET, INC., Appellant

v.

GENERAL MOTORS LLC ____________

On Appeal from the United States District Court for the District of New Jersey (D.C. Civ. No. 1-18-cv-15077) District Judge: Honorable John R. Padova ____________ Argued: May 24, 2022

Before: BIBAS, MATEY, and PHIPPS, Circuit Judges.

(Filed: April 26, 2024) ____________ William M. Tambussi [ARGUED] Jonathan L. Triantos BROWN & CONNERY, LLP 360 N Haddon Avenue P.O. Box 539 Westmont, New Jersey 08108 Laura D. Ruccolo CAPEHART SCATCHARD, P.A. 8000 Midlantic Drive Laurel Corporate Center, Suite 300S P.O. Box 5016 Mount Laurel, New Jersey 08054

Counsel for Mall Chevrolet, Inc. James C. McGrath [ARGUED] Michael A. Kippins SEYFARTH SHAW LLP Two Seaport Lane Suite 1200, Seaport East Boston, Massachusetts 02210 Jeremy A. Cohen SEYFARTH SHAW LLP 620 Eighth Avenue, 32nd Floor New York, New York 10018

Counsel for General Motors LLC

_______________________ OPINION OF THE COURT _______________________

PHIPPS, Circuit Judge.

A motor vehicle manufacturer sought to terminate its franchise agreement with one of the most successful car dealerships in New Jersey after discovering evidence that the

2 dealership had submitted false warranty claims for vehicle repairs. The manufacturer also announced its intention to recoup the amounts it paid in disputed warranty claims through a chargeback process. The dealership then preemptively sued the manufacturer under the New Jersey Franchise Practices Act to prevent the termination of the franchise agreement and the chargebacks. Neither of those claims nor any of the others brought by the dealership survived summary judgment.

Now on appeal, the dealership challenges the District Court’s summary-judgment rulings. For the reasons below, there was no genuine dispute of material fact – the dealership did submit false claims for warranty repairs – and the manufacturer was entitled to judgment as a matter of law on each of the appealed claims. Accordingly, on de novo review, we will affirm the judgment of the District Court.

I. FACTUAL BACKGROUND A. GM’s Reliance on Dealerships and Its Contract with Mall Chevy General Motors LLC, commonly abbreviated as ‘GM,’ manufactures and sells new motor vehicles. As part of its business model, GM relies on independently owned and operated authorized dealers to sell its brands of new motor vehicles directly to customers for personal or business use.

In 1986, GM entered into a franchise agreement for the sale and service of its motor vehicles with Mall Chevrolet, Inc., or ‘Mall Chevy’ for short. Under the 2015 version of the contract, Mall Chevy, whose dealership was physically located in Cherry Hill, New Jersey, was the ‘dealer,’ and its area of primary responsibility was the Camden region. That contract also included an assurance by Mall Chevy that one of its partial owners, Charles W. Foulke III – whom the contract designated as a ‘dealer operator’ – would “provide personal services by exercising full managerial authority” over the operations of the dealership. Dealer Sales and Service Agreement 2015,

3 Standard Provisions, Art. 2 (JA147). For years, Mall Chevy was one of GM’s top-performing Chevy dealers regionally and nationally. B. Mall Chevy’s Performance of Warranty Repairs for GM The franchise agreement obligated Mall Chevy to service vehicles, and that included warranty repairs on qualified vehicles. After performing warranty work, Ma