that Central Garage could maintain a balance on its account with ARA of up to $500,000, interest-free. Kalupa testified that he told Bauman, Jr. The most fiercely disputed agreement in the case was a promise allegedly made in early 1988 by Mark Kalupa, then ARA's president. Other agreements between the parties were not reduced to writing. In addition to the distributorship and marketing agreements, the companies entered into several other written contracts, including agreements for Central Garage to provide engineering services in the development of ARA after-market power locks and power windows, and an agreement for Central Garage to open a retail store featuring ARA products with an annual $50,000 subsidy from ARA. Central Garage's obligation to ARA under the agreements was secured by guarantees executed first by Robert Bauman, Sr., who ran Central Garage until 1982, and later by Robert Bauman, Jr., who succeeded his father in the business. The last marketing agreement was signed in January 1988. The parties generally followed this new agreement beginning December 1, although the written agreement might not be signed until as late as January or February of the next year. The parties had a written distributorship agreement that was terminable at will and negotiated a new marketing agreement every November to cover prices, credit, and other terms for the coming year. Central Garage, a distributor of ARA products in Florida from 1953 until 1989, had become ARA's largest distributor by the mid-1980s. Accordingly, we reverse and remand for recalculation of the effect of the offsetting jury verdicts.īased on the facts revealed at trial, ARA manufactured air conditioners and other auto parts in Grand Prairie, Texas. Our principal conclusion is that there is insufficient evidence to support the jury's finding that ARA owed Central Garage a fiduciary duty. After offsetting jury verdicts in favor of both sides, the district court entered a modest net judgment for Central Garage.īoth sides now appeal on multiple grounds. ARA sued on a sworn account for goods delivered, and Central Garage counterclaimed for breach of contract, breach of fiduciary duty, and Texas DTPA violations. as an ARA Automotive Group (“ARA”) distributor. This dispute stems from the termination of Central Garage, Inc. Crawford, Dallas, TX, for Baumans and Central Garage, Inc. Griffin, Cynthia Keely Timms, Locke, Purnell, Rain & Harrell, Dallas, TX, for ARA Automotive Group. Decided: October 10, 1997īefore JONES, STEWART and DENNIS, Circuit Judges. Bauman, Jr., Defendant-Counter Claimant-Appellee-Cross-Appellant. CENTRAL GARAGE, INC., Defendant-Counter Claimant-Appellee-Cross-Appellant, Robert A. United States Court of Appeals,Fifth Circuit.ĪRA AUTOMOTIVE GROUP, Plaintiff-Counter Defendant-Appellant-Cross-Appellee, v.

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