Friday, June 6, 2014
Is an automobile manufacturer obligated to reimburse sales and use taxes (IVU) levied on repair parts used by the dealer in warranty repairs and maintenance services?
The case at hand, Autogermana, Inc. v. BMW of North America, 2014 WL 2159557 (D.P.R. May 23, 2014)(BJM), involves interesting issues of contract interpretation in the context of claims for impairment of contract under Law 75. Does a refusal to reimburse the dealer for IVU taxes impair contractually-acquired rights, the litmus test for an impairment claim under Law 75? Navigating the waters of the Civil Code, the canons at issue include: “contract terms are clear when lucid enough to be understood in one sense alone…”; “where a contract is ambiguous or silent on an issue, the intent of the parties at the time of contracting controls”; “the terms of a contract should be read as a whole…”; and where a contract dispute centers on the intent of the parties, summary judgment is disfavored but not precluded.
In 2006, Puerto Rico enacted the IVU of 5.5% for the Commonwealth and 1.5% for the municipalities. Under a closing agreement with the Treasury, Autogermana, a BMW dealer, paid to the Treasury over $728,000 in back IVU taxes for parts used in repairs and maintenance services between 2006 and 2010. Autogermana reached a similar agreement with the Municipality of San Juan and paid over $74,000. While BMW reimbursed Autogermana for IVU taxes prospectively after 2010, it refused to reimburse it for the prior years. And a lot of money was at stake.
That’s where the contractual documents come into play and the Court found competing and conflicting inferences that preclude summary judgment. For the dealer’s benefit, the manufacturer’s reimbursement policies provide that dealers are entitled to recover reasonable and justified costs associated with warranty repairs. The Court found an ambiguity as to whether the parties intended to reimburse IVU taxes on parts used for repairs and maintenance. For the manufacturer’s benefit, the documents provide that dealers receive a 40% handling charge (reimbursement or payment) for parts and warranty repairs and this reasonably could be meant to include sales and use taxes; and the IVU was not contemplated as a specific reimbursable item. The solution? Let the jury decide.
For its part, BMW moved for summary judgment relying on a quasi-statute of limitations in the contract for submitting warranty claims within a specific time frame, provisions that the Court also found to be ambiguous. The Court found ambiguity as to when the 30 day deadline began to run to submit the claim. If it was from the date of actually incurring the expense, as opposed to the last repair, then a jury could reasonably find that the 30 day period was not a bar because the claim accrued in 2011 with the closing agreement and by then, BMW had been on notice of the claim. All motions for summary judgment were, therefore, denied.