Argued: November 30, 2017
from the United States District Court for the Eastern
District of Michigan at Detroit. No. 2:16-cv-11186-Sean F.
Cox, District Judge.
M. Zack, BLEVINS SANBORN JEZDIMIR ZACK, PLC, Detroit,
Michigan, for Appellant. Jay F. McKirahan, MAC MURRAY &
SHUSTER, LLP, New Albany, Ohio, for Appellee
Motor Company. Hugh Q. Gottschalk, WHEELER TRIGG
O'DONNELL LLP, Denver, Colorado, for Appellee FCA.
M. Zack, BLEVINS SANBORN JEZDIMIR ZACK, PLC, Detroit,
Michigan, for Appellant.
McKirahan, Patrick W. Skilliter, MAC MURRAY & SHUSTER,
LLP, New Albany, Ohio, for Appellee
Motor Company. John E. Berg, Cynthia M. Filipovich, CLARK
HILL PLC, Detroit, Michigan, for Appellee FCA.
Before: NORRIS, ROGERS, and BUSH, Circuit Judges.
ROGERS, CIRCUIT JUDGE.
previous case involving these same parties, we held that
certain provisions of Michigan and Nevada law were preempted
by a federal statute, but we upheld-as unchallenged on
appeal-the district court's decision in that case that
similar provisions of Ohio law were not so preempted. Spitzer
Autoworld Akron, a party to the previous case, as a party on
the appeal in the previous case, explicitly declined to argue
preemption of the Ohio statute, but now asserts on appeal
from a decision in a subsequent, independent proceeding that
the Ohio statute is preempted, based on our analysis
of Michigan and Nevada law in the previous case. While this
procedural situation is somewhat unusual, it should come as
no surprise that Spitzer cannot now make the argument that it
so clearly gave up in earlier litigation with the same
parties regarding the same facts. The district court
accordingly was correct to rule that principles of collateral
estoppel foreclose Spitzer's argument.
previous case was a consolidated action involving automobile
dealerships from Michigan, Nevada, Ohio, Florida, California,
and Wisconsin, whose franchise agreements were rejected
during Chrysler's bankruptcy, but who had arbitrated
successfully under Section 747 of the Consolidated
Appropriations Act of 2010, Pub. L. No. 111-1117, 123 Stat.
3034, 3219-22, to be reinstated to Chrysler's dealer
network. In the consolidated action, the district court held
that Section 747 did not preempt the dealer protest laws of
each of the six states, which grant existing dealerships
certain rights to protest the installation of competing
dealerships in the same vicinity. Four rejected dealers,
three from Michigan and one from Nevada, appealed the
district court's preemption decision; Spitzer Autoworld
Akron LLC, a party to the consolidated action seeking
reinstatement to Chrysler's Ohio dealer network, did not.
In Chrysler Group LLC v. Fox Hills Sales, Inc., we
reversed the district court's judgment in the
consolidated action in part, and held that Section 747 did
not preempt the state dealer laws of Michigan and Nevada, but
we explicitly did "not consider the preemption argument
with respect to Ohio state dealer protest laws." 776
F.3d 411, 424 n.7, 430 (6th Cir. 2015) (Fox Hills).
Chrysler, Spitzer, and Fred Martin Motor Company are engaged
in a protest proceeding pending before the Ohio Motor
Vehicles Dealer Board, and Chrysler filed the current action
to enjoin Spitzer from relitigating the preemption issue
before the Ohio dealer board. The court below held that
collateral estoppel precludes Spitzer from raising the
preemption issue, and the court accordingly granted
Chrysler's request for injunctive relief barring Spitzer
from relitigating the issue before the dealer board. On
appeal, Spitzer contends that collateral estoppel is not
applicable, and that the district court's judgment
violates Younger v. Harris, 401 U.S. 37 (1971), and
its progeny. Because all the elements for collateral estoppel
are met and no exceptions apply here, the district court
properly determined that Spitzer is barred from raising the
preemption issue before the state dealer board. Moreover,
Younger abstention is not applicable because the
Ohio dealer protest proceeding is unlike any of the three
types of cases to which Younger applies.
background to these suits is set forth more fully in Fox
Hills, see 776 F.3d at 414-21, and only a
shorter version is warranted here. In the throes of the
financial crisis, Chrysler filed for Chapter 11 bankruptcy in
April 2009. See In re Chrysler LLC, 405 B.R. 84,
87-88 (Bankr. S.D.N.Y. 2009). The bankruptcy restructuring
plan transferred almost all the business from "Old
Chrysler" to "New Chrysler." When Old Chrysler
transferred its assets to the new entity, the restructuring
plan included procedures designed to consolidate and
streamline Old Chrysler's business operations, including
terminating sales and service agreements with 789 dealers.
The bankruptcy court overseeing the Chrysler restructuring
authorized the dealership rejections. See id. at 88;
In re Old Carco LLC, 406 B.R. 180, 186-87 (Bankr.
to protect the interests of the rejected dealers, Section 747
of the Consolidated Appropriations Act of 2010, Pub. L. No.
111-1117, 123 Stat. 3034, 3219-22, was intended to
"establish  a disclosure and arbitration process to
determine whether dealers that had their franchise agreements
terminated or not assumed by a successor company should be
added to dealer networks of automobile manufacturers
partially owned by the Federal Government." H. R. Rep.
No. 111-355, at 942 (2009), 2009 U.S.C.C.A.N. 11-5, 1251
(Conf. Rep.). Many rejected dealers sought arbitration
against New Chrysler under Section 747. Out of the over 400
rejected dealers who elected to arbitrate, Chrysler prevailed
in 76 arbitrations, the ...