Florida/Georgia Personal Injury & Workers Compensation

...cation, Appellee also disapproved the transfer to CarMax. Contemporaneously, to ensure the transaction would not be consummated, Appellee filed a verified complaint with Department of Highway Safety and Motor Vehicles (DHSMV) pursuant to Fla. Stat. § 320.643; the sole basis for Appellee's verified complaint was its objection to the proposed relocation....

...Lexow, 937 F.2d 569, 571 (11th Cir.1991) (internal quotations omitted). III. DISCUSSION Appellants claim Appellee is liable, under Florida law, for (1) a breach of contract, (2) a violation of Fla. Stat. § 320.643 (1997), and (3) tortious interference with contract....

...Although Appellee's decision was not in Appellants' best interests, it was neither capricious nor in contravention of the parties' reasonable expectations. Therefore, the district court properly granted summary judgement on Appellants' breach of contract claims. B. Fla. Stat. § 320.643 (1997)4 Section 320.697 of the Florida Statutes provides a cause of action to "[a]ny person who has suffered pecuniary loss or who has been otherwise adversely affected because of a violation by a licensee of [Fla. Stat. §§ ] 320.60-320.70." Appellants contend that Appellee, a licensee,5 is liable under § 320.697 for violating Fla. Stat. § 320.643. We recently explained how § 320.643 functions: Section 320.643 provides a mechanism to regulate the transfer of dealer franchise agreements and equity interests....

...To object to the transfer, a licensee must file a verified complaint with the DHSMV no later than 60 days after receiving notice. The available grounds for objection differ depending on the type of transfer. For a transfer of a franchise agreement, a licensee, under § 320.643(1), may not unreasonably withhold its approval, and all objections to the transfer—other than objections to the transferee's moral character or business experience—are presumed to be unreasonable. In contrast, for a transfer of the equity interest, a licensee, under § 320.643(2)(a), may object solely on the ground that the transferee lacks good moral character.6 Risley v....

...USA, 254 F.3d 1296, 1299 (11th Cir.2001). What we did not mention in Risley, as it was not pertinent there, is that a transfer of a franchise agreement is not valid "unless the transferee agrees in writing to comply with all requirements of the franchise then in effect." Fla. Stat. § 320.643(1). In this case, Appellants were proposing both a transfer of EHF's equity interest (that is, the sale of EHF's stock from the Haires to Auto Assets) and a transfer of the EHF's franchise agreement (that is, the 4 The events in this case are governed by the 1997 version of the Florida Statutes, and all references herein are to the 1997 version. Section 320.643 was amended by Fla....

...Stat. §§ 320.60(8), 320.61; see also Mercedes-Benz of N. Am. v. Mike Smith Pontiac GMC, Inc., 561 So.2d 620, 623 n. 5 (Fla. 1st DCA 1990). The parties do not dispute that Appellee qualifies as a licensee. 6 Recent amendments have altered § 320.643's procedural mechanism, but those amendments do not govern in this case....

...2001-196, § 23; supra note 4. transfer of EHF's operating assets from Auto Assets to CarMax). Appellee disapproved the entire transaction because it was conditioned on the relocation of the dealership from North Florida Avenue to Bearss Avenue. Appellants contend this disapproval violated both § 320.643(1), which governs transfers of franchise agreements, and § 320.643(2)(a), which governs transfers of equity interests. Appellants' claims under § 320.643(1) are foreclosed by Gus Machado Buick-GMC Truck, Inc....

...1st DCA 1993). In that case, an automobile dealer proposed a transfer of the franchise agreement coupled with a relocation. See id. at 811-12. The licensee disapproved, contending, as Appellee does here, that the proposed transfer was invalid under Fla. Stat. § 320.643(1) because the relocation was a failure to comply with the franchise agreement. See id. Stated differently, the transferee refused to "comply with all requirements of the franchise then in effect." Fla. Stat. § 320.643(1). In the administrative proceeding, the DHSMV agreed, and the Florida First District Court of Appeal affirmed, holding that a proposed franchise transfer which contemplates a relocation can fail to comply with the "franchise then in effect" and thus be invalidated by § 320.643(1)....

...See Gus Machado, 623 So.2d at 812, 813. In this case, the "franchise then in effect" (that is, the Dealership Agreement) plainly articulated that EHF's dealership had to be located at North Florida Avenue. Appellants' proposed transaction did not comply with this requirement, and thus it was invalid under § 320.643(1). Hence, Appellee could not have violated § 320.643(1) when it disapproved a transaction which, by its plain terms, was invalid under § 320.643(1).7 Turning to Appellants' argument under § 320.643(2)(a), the Florida Supreme Court has recognized that where a proposed transaction is solely an equity transfer, then § 320.643(2)(a) may provide the exclusive basis for a licensee to disapprove the transaction....

...See Hawkins v. Ford Motor Co., 748 So.2d 993, 1000-01 (Fla.1999). Nonetheless, a proposed transaction "cannot be viewed in a vacuum." Id. at 1001. Where a proposed transaction involves more than the "sterile transfer of an equity interest", then "[§] 320.643(2)(a) does not provide the exclusive basis for objection." Id. In this case, the proposed transfer of EHF's equity from the Haires to Auto Assets was inextricably intertwined with the transfer of EHF's franchise agreement from Auto Assets to CarMax....

...Dep't of Highway Safety & Motor Vehicles, 584 So.2d 1047, 1050 (Fla. 1st DCA 1991)). But, if Florida courts must defer to agency interpretations when construing Florida substantive law, then we must do the same. See supra Part II. free to disapprove the entire proposed transaction under either § 320.643(1) or § 320.643(2)(a).8 Since it properly disapproved the transaction under § 320.643(1), Appellee could not have violated § 320.643(2)(a). In sum, as a matter of law, Appellee did not violate § 320.643. Therefore, the district court properly granted Appellee summary judgment on Appellants' claims alleging a violation of § 320.643. C....

...rt properly granted Appellee summary judgment on Appellants' 8 By contrast, in Hawkins, the proposed transaction involved a transfer of equity, but not a transfer of the franchise agreement, and therefore, the licensee could not rely on § 320.643(1) to block the proposed transaction....

...tortious interference claims.9 IV. CONCLUSION In this case based on Florida law, Appellants contend that, by disapproving the relocation and transfer of their dealership, Appellee breached a contract, violated Fla. Stat. § 320.643, and tortiously interfered with a contract....

...tion, Appellee also disapproved the transfer to CarMax. Contemporaneously, to ensure the transaction would not be consummated, Appellee filed a verified complaint with Department of Highway Safety and Motor Vehicles (DHSMV) pursuant to Fla. Stat. § 320.643; the sole basis for Appellee’s verified complaint was its objection to the proposed relocation....

...Lexow, 937 F.2d 569, 571 (11th Cir. 1991) (internal quotations omitted). III. DISCUSSION Appellants claim Appellee is liable, under Florida law, for (1) a breach of contract, (2) a violation of Fla. Stat. § 320.643 (1997), and (3) tortious interference with contract....

...Although Appellee’s decision was not in Appellants’ best interests, it was neither capricious nor in contravention of the parties’ reasonable expectations. Therefore, the district court properly granted summary judgement on Appellants’ breach of contract claims. B. Fla. Stat. § 320.643 (1997)4 Section 320.697 of the Florida Statutes provides a cause of action to “[a]ny person who has suffered pecuniary loss or who has been otherwise adversely affected because of a violation by a licensee of [Fla. Stat. §§] 320.60-320.70.” 4 The events in this case are governed by the 1997 version of the Florida Statutes, and all references herein are to the 1997 version. Section 320.643 was amended by Fla....

...Those amendments, however, do not govern in this case. Cf. Barry Cook Ford, Inc. v. Ford Motor Co., 616 So. 2d 512, 517 n.5 (1st DCA 1993). 11 Appellants contend that Appellee, a licensee,5 is liable under § 320.697 for violating Fla. Stat. § 320.643. We recently explained how § 320.643 functions: Section 320.643 provides a mechanism to regulate the transfer of dealer franchise agreements and equity interests....

...To object to the transfer, a licensee must file a verified complaint with the DHSMV no later than 60 days after receiving notice. The available grounds for objection differ depending on the type of transfer. For a transfer of a franchise agreement, a licensee, under § 320.643(1), may not unreasonably withhold its approval, and all objections to the transfer—other than objections to the transferee’s moral character or business experience—are presumed to be unreasonable. In contrast, for a transfer of the equity interest, a licensee, under § 320.643(2)(a), may object solely on the ground that the transferee lacks good moral character.6 Risley v....

...What we did not mention in Risley, as it was not pertinent there, is that a transfer of a franchise agreement is not valid “unless the transferee agrees in writing to comply with all requirements of the franchise then in effect.” Fla. Stat. § 320.643(1). 5 A licensee is an automobile manufacturer, distributor, or importer....

...§§ 320.60(8), 320.61; see also Mercedes-Benz of N. Am. v. Mike Smith Pontiac GMC, Inc., 561 So. 2d 620, 623 n.5 (Fla. 1st DCA 1990). The parties do not dispute that Appellee qualifies as a licensee. 6 Recent amendments have altered § 320.643's procedural mechanism, but those amendments do not govern in this case....

...perating assets from Auto Assets to CarMax). Appellee disapproved the entire transaction because it was conditioned on the relocation of the dealership from North Florida Avenue to Bearss Avenue. Appellants contend this disapproval violated both § 320.643(1), which governs transfers of franchise agreements, and § 320.643(2)(a), which governs transfers of equity interests. Appellants’ claims under § 320.643(1) are foreclosed by Gus Machado Buick-GMC Truck, Inc....

...In that case, an automobile dealer proposed a transfer of the franchise agreement coupled with a relocation. See id. at 811-12. The licensee disapproved, contending, as Appellee does here, that the proposed transfer was invalid under Fla. Stat. § 320.643(1) because the relocation was a failure to comply with the franchise agreement. See id. Stated differently, the transferee refused to “comply with all requirements of the franchise then in effect.” Fla. Stat. § 320.643(1)....

...In the administrative proceeding, the DHSMV agreed, and the Florida First District Court of Appeal affirmed, holding that a proposed franchise transfer which 13 contemplates a relocation can fail to comply with the “franchise then in effect” and thus be invalidated by § 320.643(1)....

...2d at 812, 813. In this case, the “franchise then in effect” (that is, the Dealership Agreement) plainly articulated that EHF’s dealership had to be located at North Florida Avenue. Appellants’ proposed transaction did not comply with this requirement, and thus it was invalid under § 320.643(1). Hence, Appellee could not have violated § 320.643(1) when it disapproved a transaction which, by its plain terms, was invalid under § 320.643(1).7 Turning to Appellants’ argument under § 320.643(2)(a), the Florida Supreme Court has recognized that where a proposed transaction is solely an equity transfer, then § 320.643(2)(a) may provide the exclusive basis for a licensee to disapprove the transaction....

...But, if Florida courts must defer to agency interpretations when construing Florida substantive law, then we must do the same. See supra Part II. 14 “sterile transfer of an equity interest”, then “[§] 320.643(2)(a) does not provide the exclusive basis for objection.” Id. In this case, the proposed transfer of EHF’s equity from the Haires to Auto Assets was inextricably intertwined with the transfer of EHF’s franchise agreement from Auto Assets to CarMax. Thus, Appellee was free to disapprove the entire proposed transaction under either § 320.643(1) or § 320.643(2)(a).8 Since it properly disapproved the transaction under § 320.643(1), Appellee could not have violated § 320.643(2)(a). In sum, as a matter of law, Appellee did not violate § 320.643. Therefore, the district court properly granted Appellee summary judgment on Appellants’ claims alleging a violation of § 320.643. C....

...3d DCA 1986) (citing Ethyl v. Balter, 386 So. 2d 1220, 1225 (Fla. 3d DCA 8 By contrast, in Hawkins, the proposed transaction involved a transfer of equity, but not a transfer of the franchise agreement, and therefore, the licensee could not rely on § 320.643(1) to block the proposed transaction....

...17  IV. CONCLUSION In this case based on Florida law, Appellants contend that, by disapproving the relocation and transfer of their dealership, Appellee breached a contract, violated Fla. Stat. § 320.643, and tortiously interfered with a contract....

...Ford Motor Co., 135 F.3d 1443 (11th Cir.1998), that is determinative of a cause pending in that court and for which there is no controlling precedent. Specifically, the Eleventh Circuit has certified the following question to this Court: Does Fla. Stat. § 320.643(2)(a) provide the exclusive basis for objection by a motor vehicle manufacturer to the proposed transfer of all the equity in interest in a motor vehicle dealership? Hawkins, 135 F.3d at 1445. We have jurisdiction. See Art. V, § 3(b)(6), Fla. Const. To more accurately reflect the facts at issue in this case, we rephrase the certified question as follows: Does section 320.643(2)(a), Florida Statutes (1993), provide the exclusive basis for objection by a motor vehicle manufacturer to a proposed transfer of all the equity interest in a corporate motor vehicle dealership? As explained more fully below, we ans...

...n Davis Ford; and (2) the agreement was contingent upon Ford's approval of the "Buyer" becoming the new "Dealer Operator" of Wilson Davis Ford, with the term "Buyer" being defined as including both Ripley and Hawkins. On August 12, 1994, pursuant to section 320.643, Florida Statutes (1993), Davis and Bodiford notified Ford by letter of their intent to transfer ownership in Wilson Davis Ford....

...Subsequent to the filing of Ford's complaint with the DHSMV, the stock purchase agreement was terminated [4] and the proceedings before the DHSMV were dismissed as moot. Hawkins and Ripley then filed suit in federal district court alleging, in pertinent part, that Ford had violated section 320.643, by opposing the transfer of stock to Hawkins and Ripley by means of a complaint that was facially deficient. Specifically, Hawkins and Ripley asserted that, notwithstanding the terms of the franchise agreement, the express terms of section 320.643(2)(a) governed the prospective transfer of stock in a motor vehicle dealership. Under section 320.643(2)(a), Hawkins and Ripley argued, Ford could object to the transfer of stock in Wilson Davis Ford only on the basis that Hawkins and Ripley were not of good moral character. Hawkins and Ripley noted that Ford's verified complaint did not challenge their moral character. Consequently, Hawkins and Ripley alleged that Ford's opposition to the proposed transfer of stock was in violation of section 320.643(2)(a)....

...of executive management, the practical effect of such a transfer would be the transfer of the franchise agreement. Because of this alleged practical effect, Ford argued that the proposed transfer at issue would be regulated by the terms of sections 320.643(1) and 320.644, under which a manufacturer may object to a proposed transfer of a franchise agreement or change in executive management control based on business experience, lack of good moral character, or both....

...rom the district court's unpublished order). However, another judge in the same district court reached the opposite conclusion in Morse v. Ford Motor Co., No. 94-1013-CIV-T-17C, 1996 WL 420837, at *2-*3 (M.D.Fla. June 7, 1996), determining that only section 320.643(2)(a) applies to the proposed transfer of 100 percent of stock and, as a result, that only moral character may be considered as grounds for an objection to such a transfer....

...After being presented with the parties' arguments on appeal, the Eleventh Circuit certified the question, now rephrased, which is currently pending before this Court for determination. [5] To answer the rephrased certified question, we must determine the legislative intent governing the relationship among sections 320.643(1), 320.643(2), and 320.644....

...Longboat Key Beach Erosion Control Dist, 604 So.2d 452, 454 (Fla. 1992) (stating that "[i]t is a fundamental principle of statutory construction that where the language of a statute is plain and unambiguous there is no occasion for judicial interpretation."). Section 320.643(1), Florida Statutes (1993), provides: (1) A motor vehicle dealer shall not transfer, assign, or sell a franchise agreement to another person unless the dealer first notifies the licensee[ [6] ]of his decision to make such transfer, b...

...deemed amended *998 to incorporate such transfer or amended in accordance with the determination and order rendered, effective upon compliance by the proposed transferee with any conditions set forth in the determination or order. (footnote added). Section 320.643(2), Florida Statutes (1993), provides: (2)(a) Notwithstanding the terms of any franchise agreement, a licensee shall not, by contract or otherwise, fail or refuse to give effect to, prevent, prohibit, or penalize, or attempt to refuse...

...After considering the facts and documents at issue in this case in conjunction with the statutory sections set forth above, we find that the plain language of those sections requires a negative answer to the rephrased certified question. We first analyze the relationship between sections 320.643(1) and 320.643(2). On its face, section 320.643(2) governs situations where there is a transfer of the equity interest in a motor vehicle dealership, whether that transfer is "in whole or in part." See § 320.643(2)(a), Fla. Stat. (1993). Contrastingly, section 320.643(1) applies in situations where the motor vehicle dealership attempts to the transfer its franchise agreement to another person or legal entity. See § 320.643(1), Fla....

...t, and a transfer of the stock in a corporation itself. See also Cruising World, Inc. v. Westermeyer, 351 So.2d 371, 373 (Fla. 2d DCA 1977). It is clear that the Legislature purposefully distinguished the two factual scenarios, and blending sections 320.643(1) and 320.643(2) in cases such as the present one would contradict the plain language of those statutory sections....

...Not only would the interpretation espoused by Ford and the amici supporting Ford improperly blur the distinction between assets of a motor vehicle dealership and ownership in the dealership itself, it also would render superfluous the "in whole or in part" language contained in section 320.643(2)(a)....

...Reserve Sys., 517 F.2d 803, 813 (9th Cir.1975)); see also Unruh v. State, 669 So.2d 242, 245 (Fla. 1996). The Legislature clearly has established that the transfer of any equity interest in a motor vehicle dealership, in whole or in part, is governed by section 320.643(2), not section 320.643(1). Therefore, based on the plain language of sections 320.643(1) and 320.643(2), we reject the position asserted by Ford and the amici for Ford and find that section 320.643(2), not section 320.643(1), applies to cases such as the present one where the proposed transaction involves the transfer of stock in a corporate motor vehicle dealership, not the transfer of that corporate motor vehicle dealership's franchise agreement. In addition to consideration of the plain language of sections 320.643(1) and 320.643(2), we find that the legislative history underlying those statutory subsections supports our conclusion regarding their relationship. Specifically, in 1980, the Legislature created section 320.643 to govern the transfer of franchise agreements. See Ch. 80-217, § 7, at 691, Laws of Fla. That newly enacted statute was comprised of only one section and referred only to franchise agreements. See id. In 1984, the Legislature amended section 320.643 by dividing the statute into two sections....

...See id. The Legislature added the verified complaint process to subsection (1) in 1988. See Ch. 88-395, § 13, at 2308, Laws of Fla. We find that this legislative history additionally supports our determination that the Legislature created sections 320.643(1) and 320.643(2) to govern different types of changes in a motor vehicle dealership....

...slature. [7] While one *1001 may agree or disagree with the underlying policy concerns or wisdom of legislation with regard to the relationship of a franchise agreement to corporation and stock ownership, the inescapable legal conclusion [8] is that section 320.643(2)(a) may, under some other circumstances not present here, provide the exclusive basis for objection when the totality of the transaction is solely and exclusively an equity interest transfer....

...ve management control. After considering the terms and conditions of the proposed transaction here and the applicable statutes, however, we cannot accept the position asserted by Hawkins, Ripley, and amici for Hawkins and/Ripley. As explained above, section 320.643(2)(a) permits a motor vehicle manufacturer to challenge the proposed transfer of the equity interest in the motor vehicle dealership based on the proposed transferee's moral character, see § 320.643(2)(a), Fla....

...Instead, the totality of the transaction must be considered, not only the designation or name attributed to the documents. If the transaction here involved only a sterile transfer of an equity interest in a corporation, without more, only the criteria for objection set forth in section 320.643(2)(a) would be applicable. However, because the proposed transaction here involved not only the transfer of all the equity interest in Wilson Davis Ford, but also a change in the executive management control of that corporate motor vehicle dealership, section 320.643(2)(a) does not provide the exclusive basis for objection....

...The terms and conditions of the proposed transaction here were not separate and distinct, but were instead part of a unified whole. Therefore, in the present case, Ford could properly object to the proposed transaction based on the criteria set forth in both section 320.643(2)(a) and section 320.644. *1002 In conclusion, we find that section 320.643(1) does not apply in this case because the proposed transaction at issue did not involve a transfer of Wilson Davis Ford's franchise agreement. We also find that the criteria for objection set forth in section 320.643(2)(a) and section 320.644 are applicable in this case because the proposed transaction at issue involved not only a sale of stock in Wilson Davis Ford, but also a change in the executive management control of that corporate motor vehicle dealership....

...NOTES [1] The present case is controlled by the 1993 version of the relevant statutes, but our determination in this case applies with equal force to the current statutory scheme because the current statutes are substantively the same as they were in 1993. Compare § 320.643, Fla. Stat. (1997), and § 320.644, Fla. Stat. (1997), with § 320.643, Fla. Stat. (1993), and § 320.644, Fla. Stat. (1993). The only change in the statutory scheme occurred in 1995, when the legislature amended section 320.643(1), Florida Statutes, by replacing gender-specific language with gender-neutral language....

...(1993) (requiring manufacturers to be licensed). [7] Several bills previously introduced, but not passed, in the Florida Legislature apparently attempted to address the policy concerns and arguments asserted by Ford and amici curiae supporting Ford in relation to sections 320.643(1) and 320.643(2)....

...fair dealing. A manufacturer will not be permitted to evade or circumvent these provisions by the use of contracts providing different methods for transferring a franchise. The lower court also dismissed count II of the complaint after finding that section 320.643, Florida Statutes (Supp....

...Act, Section 320.697, Florida Statutes (1985) does not mandate a treble damage award. Appellee, Cross-Appellant Mercedes-Benz of North America, Inc. (Mercedes-Benz) cross-appeals the district court's summary judgment that Mercedes-Benz violated Sec. 320.643 and that Sec....

...There are three issues we must decide in this case. The first is whether the district court erred in holding that appellant, Taylor, has standing to bring a claim under Sec. 320.697. The second issue is whether the district court erred in declaring that Mercedes-Benz violated Sec. 320.643....

...hicles (Department), claiming unfair termination of the Dealer Agreement. In October 1985, before the final hearing on the termination action, MSP proposed a transfer of the franchise to Ronald Cutler (Cutler). On December 15, 1986, pursuant to Sec. 320.643, Mercedes-Benz filed an administrative complaint challenging the proposed transfer of the franchise to Cutler....

...was granted on November 9, 1987. 2 7 Mercedes-Benz appealed the Department's ruling, contending, inter alia, that it properly opposed the Taylor transfer. The First District Court of Appeal affirmed the Department's order and found that amended Sec. 320.643 applied to Mercedes-Benz, that Mercedes-Benz improperly challenged the Taylor transfer, and thus that the transfer took place by operation of law....

...has a cause of action against the licensee for damages." The use of the phrase "any person" does not lend itself to ambiguity and this court finds none. The statute's plain meaning controls, and, accordingly, we find that the statute grants a potential franchisee standing to bring suit. 11 II. Did Mercedes-Benz Violate Sec. 320.643? 12 We next consider whether the state proceedings established that Mercedes-Benz violated Sec. 320.643 and whether the district court was correct in relying on these proceedings in granting partial summary judgment for MSP and Taylor on this issue. 13 a. Section 320.643 14 Section 320.643 provides a procedure through which a licensee may challenge a proposed transfer of an automobile dealership. Section 320.643(1) provides that within 60 days of receiving notice of a proposed transfer, a licensee "shall ... inform the dealer either of his approval of the transfer ... or of the unacceptability of the proposed transferee, setting forth the material reasons for the rejection." Sec. 320.643 (emphasis added)....

...If the licensee wishes to object, it may "within 60 days following [notice], file with the [Department] a verified complaint for a determination that the proposed transferee is not a person qualified to be a transferee under this section." Fla.Stat. Sec. 320.643(1)....

...the transferee's failure to meet the licensee's "written, reasonable, and uniformly applied standards or qualifications ... relating to business experience of the [motor vehicle dealer's] executive management" is presumed to be unreasonable. Id. 15 Section 320.643(2)(a) provides that "a licensee shall not ......

...may file with the Department a complaint for a determination "that the proposed transferee is not a person qualified to be a transferee under this section." Id. 16 b. Collateral Estoppel 17 Before we can determine whether Mercedes-Benz violated Sec. 320.643, we must review the action of the Florida courts and decide whether they have resolved this question or any questions predicate to this determination with finality....

...er proceeding. Precision Air Parts, 736 F.2d at 1504 . To evaluate whether collateral estoppel applies, we must first identify the issue decided in the prior litigation. 20 Neither state tribunal was required to determine, specifically, whether Sec. 320.643 was violated. Instead, the state proceedings were framed to evaluate whether Mercedes-Benz met its burden under Sec. 320.643 and properly withheld its consent to the Taylor transfer....

...use it could not object on the basis of Taylor's qualifications. On appeal, the Florida district court was briefed by the parties on the question of whether a licensee could properly object to a transfer on grounds other than those specified in Sec. 320.643, namely, qualifications and character. 21 It is clear from the language of Sec. 320.643 that a licensee has a right to object to a proposed transferee and, when properly asserted, the objection is free from fear of reprisal under Sec....

...The question, however, is whether the only permissible basis for objecting and withholding approval to a proposed transferee is a transferee's qualifications and moral character. Mercedes-Benz recognizes that the express statutory refusal of a proposed franchisee under Sec. 320.643(2)(a) is limited to specific criteria, but it argues that Sec. 320.643(1) inferentially permits other reasons for opposing the franchisee if they are not unreasonable. Section 320.643(1) provides that "acceptance by the licensee of the proposed transferee shall not be unreasonably withheld," and that an objection to a proposed transferee on grounds other than the transferee's good moral character or qualifications is presumed to be unreasonable....

...The court specifically decided that Mercedes-Benz' challenge was improper under the statute and that the only grounds for objection to a transfer are the proposed transferee's qualifications and moral character. 23 c. What constitutes a violation of Sec. 320.643? 24 The question then becomes what is the legal effect of bringing an improper challenge under Sec. 320.643....

...costs. If this conduct did not result in a violation under this admittedly complicated statutory scheme, it is difficult to imagine what type of behavior would. Accordingly, where a manufacturer opposes a transfer on grounds not permitted under Sec. 320.643, that manufacturer must be deemed, under this scheme, to have violated this statute....

...Factual determinations underlying a district court's legal conclusions are to be upheld unless clearly erroneous. Richardson v. Alabama State Bd. of Educ., 935 F.2d 1240 , 1244 (11th Cir.1991). A predicate issue to finding a statutory violation of Sec. 320.643 is whether an improper objection was made....

...cations based objection was proper. Hence, this issue is res judicata. See Greenblatt, 763 F.2d at 1360 . We therefore affirm the district court's decision granting partial summary judgment on the issue of Mercedes-Benz' liability for violating Sec. 320.643....

...literally, any person damaged may sue. Do we include prospective managers and employees of transferees, building contractors engaged to construct the new dealership facilities, and others? 39 (2) Is an automobile manufacturer deemed to have violated Section 320.643 of the Florida Statutes (1985) when it opposes a franchise transfer on grounds other than the transferee's qualifications and moral character? We hold that the act of an automobile manufacturer's calling to the Department of Highway S...

...1 Section 320.641(1)(a) requires a manufacturer to give 90 days notice of its intent to cancel a dealer franchise agreement. As a result, the Dealer Agreement was extended through January 31, 1986 2 As a result, the Taylor transfer was effectuated by operation of law pursuant to Sec. 320.643....

...78 to Fla.Stat. § 320.641(4). From this it follows that there is no longer a valid existing dealership agreement which is assumable. Additionally, Chrysler contends that it has a right to terminate its contract with the Debtor pursuant to Fla.Stat. § 320.643(1), and in any event the franchise agreement cannot be assigned without the consent of the franchisor....

...Unfair cancellation of franchise agreements (4) Notwithstanding any other provision of this section, the failure of a motor vehicle dealer to be engaged in business with the public for 10 consecutive business days constitutes abandonment by the dealer of his franchise agreement. . . . 320.643....

...For the same reasons, this Court is satisfied that Chrysler's Objection to the Debtor's Motion to Assume the Executory Contract, which is based on the contention that Chrysler has a right to terminate the contract with the Debtor pursuant to Florida Statutes § 320.643(1), is also not well taken and should be overruled....

...e agreement between MBNA and Fifth Avenue. See Department of Motor Vehicles v. Mercedes-Benz of North America, Inc., 408 So.2d 627 (Fla. 2d DCA 1981). We remanded the case for reinstatement of all counts except the count asserting relief pursuant to section 320.643, Florida Statutes (Supp....

...On December 12, one week after the final hearing, MBNA informed MSP that it found Cutler an unacceptable transferee and would not approve the proposed transfer. On December 15, MBNA filed an administrative complaint to challenge the proposed transfer. Although section 320.643(2), Florida Statutes (1985), was the basis for the complaint, MBNA asserted that it was not required to comply with the statute because its dealer agreement with MSP was executed prior to the statute's enactment. According to MBNA, the existing agreement was executed on January 1, 1984, and was therefore not subject to section 320.643(2) which came into effect on May 31, 1984....

...Taylor, Billy Grubbs, and Terry Taylor Investments. [4] On August 28, 1987, MBNA, having previously abandoned its challenge to the Cutler transfer, filed a new complaint challenging the Taylor transfer. Again, MBNA's complaint was filed pursuant to section 320.643(2), and again, MBNA asserted that the statute could not be applied to its agreement with MSP. The complaint, which was verified by MBNA's President, did not allege that the Taylor transferees were unqualified, nor did it explain why MBNA found them unacceptable. In addition, the verification, which was required by section 320.643(2), merely stated: "I have read the above Complaint and, to the best of my knowledge, the allegations are true and correct." MSP responded with a motion to dismiss the complaint for its failure to challenge the qualifications of the proposed transferees, and for the inadequacy of the verification....

...ed MBNA's complaint with prejudice. In addition, the Department entered a final order dismissing MSP's termination action as moot. According to the Department, MBNA failed to file a proper transfer challenge within the sixty day period prescribed by section 320.643(2)....

...Consequently, the MSP agreement was amended by operation of law and the Taylor transferees were now the holders of the MBNA franchise. This appeal ensued. On appeal, MBNA argues that the Department based the dismissal of the transfer challenge upon certain provisions in section 320.643, Florida Statutes, which *623 were not in existence at the time the parties executed the dealer agreement....

...Although the licensee was required to provide "material reasons" for rejecting the transferee, and acceptance could not be withheld unreasonably, it was nowhere required that the licensee justify its rejection by making reference to the particular shortcomings in the transferee's character or business experience. See § 320.643, Fla. Stat. (1983). According to MBNA, the application of amended section 320.643 constituted an impairment of the dealer agreement in violation of the Florida Constitution, the U.S....

...Florida, to the dealer agreement between MBNA and MSP. These amendments, which refined and particularized portions of Florida's dealer protection scheme, provided a procedure through which a licensee could challenge a proposed transfer. As amended, section 320.643(2)(a), Florida Statutes (1985), requires that licensees be notified of a proposed transfer, and further provides: A licensee who receives such notice may, within 60 days following such receipt, file with the department a verified comp...

...d pursuant to Paragraph 16 of the dealer agreement and was not merely an unspoken continuation of the franchise relationship. Because the dealer agreement was extended after the effective date of the amendments, application of the amended version of section 320.643 *624 does not operate to impair MBNA's contractual rights. We agree with the Department that MBNA's complaint did not meet the requirements of section 320.643(2)(a), Florida Statutes (1985). The transfer challenge envisioned in this section must allege that the proposed transferee is not qualified under the terms of the statute. The only "qualifications" referred to in section 320.643 are the transferee's moral character, and ability to meet any reasonable and uniformly applied standard of the licensee relating to business experience....

...he dealer could propose a succession of transfers. We disagree with MBNA, and find that the Department was not required to proceed with the termination action in the face of an impending transfer. When a licensee challenges a proposed transfer under section 320.643, the franchise agreement is preserved until the matter is resolved; the Department is required to expedite the transfer challenge. See § 320.643(2)(b), Fla. Stat. (1985). Even if the dealer has already invoked section 320.641(3) to contest an attempted termination of the franchise agreement, the termination statute clearly envisions that a transfer under section 320.643 can take place. The termination statute provides that a replacement dealer can be named under section 320.643 in the midst of termination proceedings....

...on, nonrenewal, modification, or replacement. Agreements and certificates of appointment shall continue in effect until final determination by the department of the issues raised in such complaint by the motor vehicle dealer, and, except pursuant to s. 320.643, no replacement motor vehicle dealer shall be named for this point or location to engage in business prior to the final adjudication by the department on the complaint. Section 320.643, Florida Statutes (1985), establishes the procedure by which a dealer may transfer his franchise to a transferee who the manufacturer finds acceptable or, at least, does not find unacceptable....

...for the licensee's withholding acceptance under subsection 1 or for bringing a challenge under subsection 2. We do not offer an opinion as to whether or under what circumstances financial qualifications constitute fertile grounds for challenge under section 320.643....

...ti, Peugeot and Lotus automobile companies. This issue was not raised at trial and, therefore, amplification of the memorandum decision is necessary to clarify the unanticipated dispute. The matter was heard on May 24. The debtor relies on Fla.Stat. § 320.643 which provides in pertinent part: "A motor vehicle dealer shall not transfer, assign, or sell a franchise agreement to another person unless the dealer first notifies the licensee of his decision to make such transfer, by written notice se...

...inion in which we certified a controlling issue of law to the Supreme Court of Florida. See Hawkins v. Ford Motor Co., 135 F.3d 1443 (11th Cir.1998). The Supreme Court of Florida rephrased1 our original certified question as follows: Does section 320.643(2)(a), Florida Statutes (1993), provide the exclusive basis for objection by a motor vehicle manufacturer to a proposed transfer of all the equity interest in a corporate motor vehicle dealership? On October 14, 1999, The Supreme Court of Florida in Case Number 92,503, Hawkins v....

...Ace entered into an agreement with Bayview Buick-GMC Truck, Inc. (Bayview). Bayview is a dealer for other GM line-make vehicles. Ace agreed to transfer its assets to Bayview or its assignee — Salhany Investments, Inc. On May 7, 1991, Ace notified GM of the pending transfer as required by section 320.643(1), Florida Statutes (1989)....

...There is simply the exercise of a preexisting contractual right resulting in the manufacturer's acquisition of the dealership before any transfer takes place." We agree that Bayview has standing, but we hold that when GM received Ace's notice of the proposed transfer, GM was required to comply with section 320.643. The right of first refusal in the franchise agreement between Ace and GM is void. When a manufacturer receives notice that a dealer intends to transfer a franchise, section 320.643(1) mandates that the manufacturer "shall, in writing, within 60 days after receipt of such notice, inform the dealer either of his approval of the transfer ......

...However, if the manufacturer chooses to not file a complaint objecting to the proposed transferee within sixty days of the notice, "the franchise agreement between the motor vehicle dealer and the [manufacturer] shall be deemed amended to incorporate such transfer... ." These provisions are unambiguous. The plain meaning of section 320.643(1) is that if a manufacturer does not formally object to the qualifications of a proposed transferee within sixty days of notice of the proposed transfer, the franchise transfers to the proposed transferee by operation of law....

...independent person available to own the dealership. If GM exercises its right of first refusal, Ace is required to transfer title to GM according to the franchise agreement. GM would then own the dealership in direct violation of section 320.645(1). Section 320.643(1) also limits a manufacturer's ability to reject a proposed transferee: Notwithstanding the terms of any franchise agreement, the acceptance by the [manufacturer] of the proposed transferee shall not be unreasonably withheld....

...Since Bayview is already a dealer of GM motor vehicles other than those produced by GM's Oldsmobile Division, Bayview's qualifications are presumptively acceptable. Thus, any attempt by GM to withhold acceptance of Bayview as a qualified transferee would be presumptively unreasonable according to section 320.643(1)....

...oposed transferee. The trial court applied State v. British Leyland Motors, Inc., 290 So.2d 576 (Fla. 1st DCA 1974), for the proposition that the right of contract should not be denied to any person unless clearly restricted by a valid law. However, section 320.643 is a valid law which was in effect prior to the 1990 renewal of the dealership agreement between Ace and GM, and it clearly restricts the use of any term in a franchise agreement to circumvent or evade the statutory procedures. Section 320.643 is grounded in public policy....

...Parker, 468 So.2d 520 (Fla. 1st DCA 1985). Accordingly, we find that GM's contractual right of first refusal is void. In sum, Chapter 320 expressly prohibits a manufacturer from owning a dealership or from exempting itself from the requirements of section 320.643 by the use of a term in a franchise agreement....

...r Agreement), particularly given the terms of the sale as currently contemplated. The narrow issue currently before this Court is whether 11 U.S.C. § 365(f) trumps the provisions of the Dealer Agreement and the Florida Motor Vehicle Dealership Law, Section 320.643(1)(a), Florida Statutes (the Florida Dealer Law)....

...ting the franchise at a location other than the one specified in the contract, without Mazda's consent. Second, the Florida Dealer Law prevents an assignment of a franchise agreement unless the assignee complies with all provisions of the agreement. § 320.643(1)(a), Fla....

...annot be approved because the assignee will not perform under the terms of the contract as currently written, including all the terms of the Location Provision. Accordingly, it is ORDERED, ADJUDGED AND DECREED that 11 U.S.C. § 365(f) does not trump Section 320.643(1)(a), Florida Statutes and the provisions of the franchise agreement in effect between Mazda and the Debtor....

summary judgment that Mercedes-Benz violated § 320.643 and that § 320.697 provides standing to a prospective

...ion in which we certified a controlling issue of law to the Supreme Court of Florida. See Hawkins v. Ford Motor Co., 135 F.3d 1443 (11th Cir.1998)(per curiam). The Supreme Court of Florida rephrased 1 our original certified question as follows: Does section 320.643(2)(a), Florida Statutes (1993), provide the exclusive basis for objection by a motor vehicle manufacturer to a proposed transfer of all the equity interest in a corporate motor vehicle dealership? *1250 Hawkins v....

...le dealerships give rise to preemption of business brokers involved in the sale of dealerships. However, Thompson points to no portion of Chapter 320 purporting to regulate brokers who deal in the sale of motor vehicle dealerships. Thompson cites to section 320.643, but that statute regulates the holders of dealership licenses and franchises, not the brokers who deal in their transfer....

...Ripley, to purchase all the stock from the owners of a company, Wilson Davis Ford, Inc., which operated as a motor vehicle dealer under a franchise agreement with Ford Motor Company ("Ford"), a motor vehicle manufacturer. The sellers of this stock gave notice of an intent to transfer ownership pursuant to Fla. Stat. § 320.643, and Wilson Davis Ford, Inc....

...§ 320.644, from the sellers, Davis and Bodiford, to the proposed purchasers of the stock, Hawkins and Ripley. Ford responded to this notice by filing a verified complaint with the Florida Department of Highway Safety and Motor Vehicles ("DHSMV") opposing both the proposed transfer under section 320.643 and the proposed change of management under section 320.644. With respect to its opposition to the proposed transfer of stock, Ford's complaint alleged several deficiencies in the financial qualifications of Hawkins and Rip...

...Plaintiffs subsequently conclusions. Due to a settlement agreement between the parties, the appeal in Morse was dismissed prior to this court's certification. brought this action in federal district court and alleged, inter alia, that Ford had violated Fla. Stat. § 320.643, in opposing the transfer of equity to Hawkins and Ripley by means of a complaint that was facially deficient. II. CONTENTIONS Hawkins and Ripley submit that by its express provisions, notwithstanding the terms of a franchise agreement, Fla. Stat. § 320.643(2)(a) governs the prospective transfer of shares in a motor vehicle dealership....

...transfer only on the basis that the proposed transferee was not of good moral character. Ford's verified complaint did not allege that either Hawkins or Ripley was not of good moral character. Consequently, because Ford's complaint did not oppose the transfer on grounds permitted by section 320.643(2)(a), Ford's complaint was facially insufficient and Ford's opposition was in violation of the statute. Ford argues that in the case of a proposed complete transfer of equity interest leading also to a change of executive...

...ations as well as moral character of a proposed transferee where the proposal at issue is to transfer 100% of the stock to a third party. Ford further urges that a proposed transfer of a franchise agreement is regulated by the terms of Fla. Stat. § 320.643(1), under which a manufacturer may object to a proposed transfer on grounds that the transferee is not financially qualified or does not meet a manufacturer's uniformly applied reasonable standards or qualifications with respect to executive management....

...that "when transfer of 100% of stock is contemplated, the provisions regarding transfer of a franchise agreement and change in executive management control should apply." The district court reached the opposite legal conclusion with respect to Morse, however, and determined that only section 320.643(2)(a) applies to the proposed transfer of 100% of the stock and, as a result, that only moral character may be considered as grounds for an objection to such a transfer. III. QUESTION TO BE CERTIFIED Does Fla. Stat. § 320.643(2)(a) provide the exclusive basis for objection by a motor vehicle manufacturer to the proposed transfer of all the equity in interest in a motor vehicle dealership? Our statement of the question to be certified is in...

...nion in which we certified a controlling issue of law to the Supreme Court of Florida. See Hawkins v. Ford Motor Co., 135 F.3d 1443 (11th Cir. 1998). The Supreme Court of Florida rephrased1 our original certified question as follows: Does section 320.643(2)(a), Florida Statutes (1993), provide the exclusive basis for objection by a motor vehicle manufacturer to a proposed transfer of all the equity interest in a corporate motor vehicle dealership? On October 14, 1999, The Supreme Court of Florida in Case Number 92,503, Hawkins v....

...with the Florida Department of Highway Safety and Motor Vehicles (DHSMV). In the DHSMV proceeding, Appellee relied on two grounds under Florida law to justify its decision to reject the proposed transfer: (1) AutoNation's lack of good moral character, Fla. Stat. §§ 320.643(1), 320.643(2)(a), and (2) AutoNation's lack of business experience, Fla. Stat. §§ 320.643(1), 320.644. Appellants filed a motion to dismiss. Since the proposed transfer involved merely a sale of stock (and not a transfer of the franchise agreement or a change in executive management), the Florida administrative law judge (ALJ) ruled that Fla. Stat. § 320.643(2)(a) provided the sole basis for Appellee to object to the transfer. The ALJ held that, under § 320.643(2)(a), the only permissible ground for challenging a transfer is the transferee's lack of good moral character. Therefore, the ALJ dismissed Appellee's complaint insofar as it alleged AutoNation lacked business experience. With respect to AutoNation's alleged bad moral character per § 320.643(2)(a), the ALJ held that Appellee's verified complaint stated a prima facie case....

...§ 320.697, which provides a cause of action to "[a]ny person who has suffered pecuniary loss or who has been otherwise adversely affected because of a violation by a licensee of [the Act]" (emphasis added). Appellants contend that Appellee, a licensee,6 violated the Act, specifically Fla. Stat. § 320.643, when it filed the verified complaint and objected to the transfer of the dealerships' equity interest. Section 320.643 provides a mechanism to regulate the transfer of dealer franchise agreements and equity interests....

...To object to the transfer, a licensee must file a verified complaint with the DHSMV no later than 60 days after receiving notice. The available grounds for objection differ depending on the type of transfer. For a transfer of a franchise agreement, a licensee, under § 320.643(1), may not unreasonably withhold its approval, and all objections to the transfer—other than objections to the transferee's moral character or business experience—are presumed to be unreasonable. In contrast, for a transfer of the equity interest, a licensee, under § 320.643(2)(a), may object solely on the ground that the transferee lacks good moral character.7 The parties agree that Appellants were transferring merely their equity interest, not the franchise agreement, to AutoNation. In light of the Florida Supreme Court's decision in Hawkins v. Ford Motor Co., 748 So.2d 993 (Fla.1999), Appellee concedes that it could properly object to the transfer solely under § 320.643(2)(a) and on the basis of AutoNation's lack of good moral character....

...management lacks good moral character or business experience. The parties, however, have not raised the applicability of § 320.644 in this case. 8 As an alternative argument, Appellants suggest that a licensee who "unreasonably" objects to a transfer has violated § 320.643....

...would prevail in the DHSMV proceeding; rather, the licensee would have to show it acted "reasonably" in objecting to a proposed transfer. Appellants do not clearly define what objections should be deemed words, according to Appellants, any licensee who exercises its rights under § 320.643 by filing a legally sufficient verified complaint, but who ultimately would lose on the merits, is in violation of the Act and subject to damages and attorney's fees under § 320.697....

...uity interest to Mr. Cutler. See id. at 530. Later, the dealership notified the licensee that the equity interest would instead be transferred to Mr. Taylor. See id. The licensee objected to the Taylor transfer and filed a verified complaint under § 320.643. See id....

...In affirming, the Florida appellate court held: [T]he only basis for [the licensee's] complaint was its fear that Cutler ... would successfully force a transfer under the original transfer agreement. Since this is not a proper basis for a transfer challenge [under § 320.643], the [DHSMV] correctly dismissed the complaint. Mercedes-Benz, 561 So.2d at 624 (footnote omitted). Subsequently, the dealership and Mr. Taylor sued the licensee in federal court under § 320.697. The dealership and Mr. Taylor argued that, in initiating the administrative proceeding, the licensee had "violated" § 320.643. We agreed and held "where a [licensee] opposes a transfer on grounds not permitted under § 320.643, that [licensee] must be deemed ... to have violated this statute." Mike Smith, 32 F.3d at 533 (emphasis in original). We also stated, "It is clear from the language of § 320.643 that a licensee has a right to object to a proposed transferee and, when properly asserted, the objection is free from fear of reprisal under § 320.697." Id....

...§ 320.697. We disagree with Appellants' construction of Mike Smith and § 320.697. Mike Smith did not say that, for a licensee to be free from fear of reprisal under § 320.697, it had to file a successful or meritorious objection under § 320.643....

...IV. CONCLUSION In this case, Appellee, a licensee, adhered to an administrative mechanism created under the Florida Dealer Protection Act for the purpose of regulating equity transfers in automobile dealerships. In accordance with § 320.643(2)(a), Appellee filed, under oath, a verified complaint with detailed allegations about the transferee's lack of moral character....

...udge. BLACK, Circuit Judge: * Honorable James H. Hancock, U.S. District Judge for the Northern District of Alabama, sitting by designation.  We sua sponte grant rehearing. Our prior opinion in this case construed Fla. Stat. § 320.643. See Risley v. Nissan Motor Corp. USA, ___ F.3d ___ (11th Cir. 2001). On June 8, 2001, the Governor of Florida signed Fla. Laws ch. 2001-196, which amends, inter alia, Fla. Stat. § 320.643....

...dealer under a franchise agreement with Ford Motor Company ("Ford"), a motor vehicle manufacturer. The sellers of this stock gave notice of an intent to transfer ownership pursuant to Fla. Stat. § 320.643, and Wilson Davis Ford, Inc....

...Ford responded to this notice by filing a verified complaint with the Florida Department of Highway Safety and Motor Vehicles ("DHSMV") opposing both the proposed transfer under section 320.643 and the proposed change of management under section 320.644. 5  With respect to its opposition to the proposed transfer of stock, Ford's complaint alleged several defici...

...was terminated and the administrative proceeding was dismissed as moot. Plaintiffs subsequently brought this action in federal district court and alleged, inter alia, that Ford had violated Fla. Stat. § 320.643, in opposing the transfer of equity to Hawkins and Ripley by means of a complaint that was facially deficient. 7  II. CONTENTIONS Hawkins and Ripley submit that by its express provisions, notwithstanding the terms of a franchise agreement, Fla. Stat. § 320.643(2)(a) governs the prospective transfer of shares in a motor vehicle dealership....

...proposed transferee was not of good moral character. Ford's verified complaint did not allege that either Hawkins or Ripley was 8 not of good moral character. Consequently, because Ford's complaint did not oppose the transfer on grounds permitted by section 320.643(2)(a), Ford's complaint was facially insufficient and Ford's opposition was in violation of the statute....

...proposed transferee where the proposal at issue is to transfer 100% of the stock to a third party. Ford further urges that a proposed transfer of a franchise agreement is regulated by the terms of Fla. Stat. § 320.643(1), under which a manufacturer may object to a proposed transfer on grounds that the transferee is not 10 financially qualified or does not meet a manufacturer's...

...franchise agreement and change in executive management control should apply." The district court reached the opposite legal conclusion with respect to Morse, however, and determined that only section 320.643(2)(a) applies to the proposed transfer of 100% of the stock and, as a result, that only moral character may be considered as grounds for an objection to such a transfer. 12  III. QUESTION TO BE CERTIFIED Does Fla. Stat. § 320.643(2)(a) provide the exclusive basis for objection by a motor vehicle manufacturer to the proposed transfer of all the equity in interest in a motor vehicle dealership?...

...complaint with the Florida Department of Highway Safety and Motor Vehicles (DHSMV). In the DHSMV proceeding, Appellee relied on two grounds under Florida law to justify its decision to reject the proposed transfer: (1) AutoNation’s lack of good moral character, Fla. Stat. §§ 320.643(1), 320.643(2)(a), and (2) AutoNation’s lack of business experience, Fla. Stat. §§ 320.643(1), 320.644. Appellants filed a motion to dismiss....

...Since the proposed transfer involved merely a sale of stock (and not a transfer of the franchise agreement or a change in executive management), the Florida administrative law judge (ALJ) ruled that Fla. 4 Stat. § 320.643(2)(a) provided the sole basis for Appellee to object to the transfer. The ALJ held that, under § 320.643(2)(a), the only permissible ground for challenging a transfer is the transferee’s lack of good moral character. Therefore, the ALJ dismissed Appellee’s complaint insofar as it alleged AutoNation lacked business experience. With respect to AutoNation’s alleged bad moral character per § 320.643(2)(a), the ALJ held that Appellee’s verified complaint stated a prima facie case....

...§ 320.697, which provides a cause of action to “[a]ny person who has suffered pecuniary loss or who has been otherwise adversely affected because of a violation by a licensee of [the Act]” (emphasis added). Appellants contend that Appellee, a licensee,6 violated the Act, specifically Fla. Stat. § 320.643, when it filed the verified complaint and objected to the transfer of the dealerships’ equity interest. Section 320.643 provides a mechanism to regulate the transfer of dealer franchise agreements and equity interests....

...v. Mike Smith Pontiac GMC, Inc., 561 So. 2d 620, 623 n.5 (Fla. 1st DCA 1990). The parties do not dispute that Appellee qualifies as a “licensee.” 7 transfer of a franchise agreement, a licensee, under § 320.643(1), may not unreasonably withhold its approval, and all objections to the transfer — other than objections to the transferee’s moral character or business experience — are presumed to be unreasonable. In contrast, for a transfer of the equity interest, a licensee, under § 320.643(2)(a), may object solely on the ground that the transferee lacks good moral character.7 The parties agree that Appellants were transferring merely their equity interest, not the franchise agreement, to AutoNation. In light of the Florida Supreme Court’s decision in Hawkins v. Ford Motor Co., 748 So. 2d 993 (Fla. 1999), Appellee concedes that it could properly object to the transfer solely under § 320.643(2)(a) and on the basis of AutoNation’s lack of good moral character. See id....

...iling of the verified complaint was a “violation” of the Act, because Appellee would have lost on the merits had it not voluntarily dismissed the complaint.8 In other words, according to Appellants, any licensee who exercises its rights under § 320.643 by filing a legally sufficient verified complaint, but who ultimately would lose on the merits, is in violation of the Act and subject to damages and attorney’s fees under § 320.697....

...Mercedes-Benz of North America, Inc., 32 F.3d 528 (11th Cir. 1994), where we faced similar circumstances under the Act.9 In that case, the automobile 8 As an alternative argument, Appellants suggest that a licensee who “unreasonably” objects to a transfer has violated § 320.643....

...ity interest to Mr. Cutler. See id. at 530. Later, the dealership notified the licensee that the equity interest would instead be transferred to Mr. Taylor. See id. The licensee objected to the Taylor transfer and filed a verified complaint under § 320.643....

...In affirming, the Florida appellate court held: [T]he only basis for [the licensee’s] complaint was its fear that Cutler . . . would successfully force a transfer under the original transfer agreement. Since this is not a proper basis for a transfer challenge [under § 320.643], the [DHSMV] correctly dismissed the complaint. Mercedes-Benz, 561 So....

...2d at 624 (footnote omitted). Subsequently, the dealership and Mr. Taylor sued the licensee in federal court under § 320.697. The dealership and Mr. Taylor argued that, in initiating the administrative proceeding, the licensee had “violated” § 320.643....

...rmitted under and not the Florida Supreme Court — provides an appropriate analytical framework for us to comply with the mandate that we must construe Florida law as the Florida Supreme Court would. 10 § 320.643, that [licensee] must be deemed . . . to have violated this statute.” Mike Smith, 32 F.3d at 533 (emphasis in original). We also stated, “It is clear from the language of § 320.643 that a licensee has a right to object to a proposed transferee and, when properly asserted, the objection is free from fear of reprisal under § 320.697.” Id....

...pursuant to § 320.697. We disagree with Appellants’ construction of Mike Smith and § 320.697. Mike Smith did not say that, for a licensee to be free from fear of reprisal under § 320.697, it had to file a successful or meritorious objection under § 320.643....

...IV. CONCLUSION In this case, Appellee, a licensee, adhered to an administrative mechanism created under the Florida Dealer Protection Act for the purpose of regulating equity transfers in automobile dealerships. In accordance with § 320.643(2)(a), Appellee filed, under oath, a verified complaint with detailed allegations about the transferee’s lack of moral character....

...98-00863-CV-J-16B); John H. Moore, II, Judge. ON PETITION FOR REHEARING Before BLACK and MARCUS, Circuit Judges, and HANCOCK*, District Judge. BLACK, Circuit Judge: We sua sponte grant rehearing. Our prior opinion in this case construed Fla. Stat. § 320.643. See Risley v. Nissan Motor Corp. USA, 254 F.3d 1296 (11th Cir.2001). On June 8, 2001, the Governor of Florida signed Fla. Laws ch. 2001-196, which amends, inter alia, Fla. Stat. § 320.643....

ON PETITION FOR REHEARING Before BLACK and MARCUS, Circuit Judges, and HANCOCK * , District Judge. BLACK, Circuit Judge: We sua sponte grant rehearing. Our prior opinion in this case construed Fla. Stat. § 320.643 . See Risley v. Nissan Motor Corp. USA, 254 F.3d 1296 (11th Cir.2001). On June 8, 2001, the Governor of Florida signed Fla. Laws ch. 2001-196, which amends, inter alia, Fla. Stat. § 320.643 ....

another dealer, Potamkin, was invalid under Section 320.643(1), Florida Statutes (1989), we affirm as to