Craig Foster Ford v. Dept. of Transp

In Craig Foster Ford v. Dept. of Transp., 562 N.W.2d 618 (Iowa 1997) the Iowa Supreme Court affirmed a finding that the dealership's disreputable business practices justified Ford's termination of a franchise. Ford conducted one audit, revealing 40 instances where the dealership reported sales within a customer rebate program period when the sales were actually made outside of the eligibility period. In 11 of the 40 incorrectly reported instances, the named buyers were employees of the dealership, not bona fide retail purchasers. In a number of the instances where cash rebates were involved, the dealer had issued universal bank drafts payable to the named "customer," endorsed the drafts in the payee's name, and deposited the drafts in the dealer's own bank account. Following that single audit, Ford commenced termination proceedings. At the agency hearing, the dealer, like Janssen, developed a strong showing and favorable record as to the first six factors of Iowa's good cause statute, Iowa Code 322A.15 (1997), which are virtually identical to the first six factors of Nebraska's 60-1433. The dealer admitted submitting falsified sales information to Ford in order to claim dealer and customer cash incentives, but claimed a Fifth Amendment privilege not to answer when asked whether he forged endorsements on rebate checks. Ford's case focused on the audit results and the application of Iowa statutory factors (7) and (8), again virtually identical to factors (7) and (8) of Nebraska's 60-1433. On appeal, the dealer argued that the department of transportation erred because it did not accord equal weight to all eight statutory factors. The Iowa Supreme Court disagreed, holding that the statute called for "qualitative rather than quantitative analysis." 562 N.W.2d at 623. The court went on to state: Rather than saying each factor shall be given equal weight, the section directs the agency to "take into consideration the existing circumstances, including, but not limited to" the enumerated guidelines. . . . Use of such flexible statutory criteria enables the law to address two different circumstances under which termination might be sought by a franchiser. A poor showing on factors (1) through (6) would signal financial and service weakness, problematic for the franchisor and public alike. Factors (7) and (8), by contrast, would reveal a breakdown in the parties' good-faith adherence to the terms of their franchise. Failure of performance on any one or more of the factors would be detrimental to a sound business relationship operated in the public interest. Id. The court concluded by stating that "nothing in section 322 A.15 suggests a legislative intent to reward profitability achieved by unscrupulous means." 562 N.W.2d at 623.