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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Neese v. Lithia Chrysler Jeep of Anchorage, Inc. (07/10/2009) sp-6389

Neese v. Lithia Chrysler Jeep of Anchorage, Inc. (07/10/2009) sp-6389

     Notice:   This opinion is subject to correction  before
     publication  in  the  Pacific  Reporter.   Readers  are
     requested to bring errors to the attention of the Clerk
     of  the  Appellate  Courts, 303  K  Street,  Anchorage,
     Alaska 99501, phone (907) 264-0608, fax (907) 264-0878,
     e-mail corrections@appellate.courts.state.ak.us.


            THE SUPREME COURT OF THE STATE OF ALASKA
                              
JACKIE LEE NEESE, THOMAS )
DAVID DICUS, MICHELLE RENEE )
ENOS, CHERYL FRANCIS )
GRUNDMAN, KEITH ALLEN )
GRUNDMAN, SHAN KEOKE GULL,)
on behalf of GENEVIEVE )
MARGUERITE GULL, DAVID )
MARTIN REES, and ELIZABETH ) Supreme Court No. S- 12725
ALDEN REES, individually and on )
behalf of all others similarly situated, ) Superior Court No.
) 3AN-06-4815 CI
Appellants, )
v. )
)
LITHIA CHRYSLER JEEP OF )
ANCHORAGE, INC., LITHIA OF )
ANCHORAGE, INC. d/b/a LITHIA )
DODGE OF SOUTH ANCHORAGE, )
LITHIA OF SOUTHCENTRAL )
ALASKA, INC. d/b/a CHEVROLET )
OF SOUTH ANCHORAGE, )
CHEVROLET OF WASILLA and )
SAAB OF SOUTH ANCHORAGE, )
and LITHIA IMPORTS OF )
ANCHORAGE, INC. d/b/a LITHIA )
HYUNDAI OF ANCHORAGE, ) O P I N I O N
)
Appellees. ) No. 6389 - July 10, 2009
)


          Appeal  from the Superior Court of the  State
          of    Alaska,   Third   Judicial    District,
          Anchorage, Peter A. Michalski, Judge.

          Appearances: Michael W. Flanigan,  Walther  &
          Flanigan, Anchorage, for Appellants.   Howard
          S.   Trickey  and  Matthew  Singer,  Jermain,
          Dunnagan   &  Owens,  P.C.,  Anchorage,   for
          Appellees.

          Before:  Matthews, Eastaugh,  Carpeneti,  and
          Winfree, Justices. [Fabe, Chief Justice,  not
          participating]

          CARPENETI, Justice.

I.   INTRODUCTION
          Consumers seeking to bring a class action alleged  that
four   auto  dealerships  failed  to  make  statutorily  mandated
disclosures  when selling used vehicles.  Two of the  dealerships
moved to dismiss the complaint against them because the consumers
had not specifically alleged that class representatives purchased
vehicles at those dealerships.  The superior court dismissed  the
consumers claims against those two dealerships and entered  final
judgment  in favor of the two dealerships.  Although the superior
court  did  not  err  in  concluding that  the  consumers  lacked
standing and failed to state a claim against the two dealerships,
the superior court subsequently entered final judgment without  a
showing  of  hardship  or good cause and without  permitting  the
consumers   to  amend  their  complaint  by  adding   new   class
representatives with standing against the dismissed  dealerships.
Because  this  was  error,  we reverse  and  remand  for  further
proceedings consistent with this opinion.




II.  FACTS AND PROCEEDINGS
     A.   Facts
          This  matter  is  on appeal from a motion  to  dismiss.
Thus,  we  accept  as  true  all  allegations  in  the  consumers
complaint.1   Between June 2003 and July 2005, Cheryl  and  Keith
Grundman, David and Elizabeth Rees, Stanley Welles, Thomas Dicus,
Michelle  Enos,  and Shan Gull all purchased used  vehicles  from
Lithia Chrysler Jeep of Anchorage (Lithia Chrysler).  In February
2005  Jackie Neese purchased a used vehicle from Lithia Dodge  of
South Anchorage (Lithia Dodge).  These consumers allege that  the
Lithia dealerships failed to disclose important information about
the  vehicles as required by AS 45.25.465(a).  Specifically,  the
consumers  allege that although the dealerships were  aware  that
some  of  the vehicles they had purchased from individual  owners
had been in accidents or had mechanical problems, the dealerships
did  not  provide  the consumers an accurate  disclosure  of  the
accident and repair history.  Further, the consumers allege  that
the dealerships purchased vehicles from individual owners without
making a reasonable inquiry into the condition of the vehicle[s],
including  the  accident and repair history of the vehicle[s]  as
required  by AS 45.25.465(a)(1).  The consumers also allege  that
the  dealerships  failed  to disclose  when  they  had  purchased
          vehicles from another dealer or from an auction even though AS
45.25.465(a)(2) requires such a disclosure.  The dealerships also
allegedly  failed  to  disclose  that  vehicles  were  originally
manufactured for sale in Canada, as required by AS 45.25.470.


     B.   Proceedings
          In  January  2006 the consumers filed  a  class  action
complaint   in   the  superior  court  against   various   Lithia
dealerships.  Neese, Dicus, Enos, the Grundmans,  Gull,  and  the
Reeses were all listed as plaintiffs, but Welles was not.  Lithia
Motors,  Inc., the umbrella corporation encompassing the  various
Lithia  dealerships,  was not listed as a defendant.   Listed  as
defendants  were  Lithia Chrysler and Lithia  Dodge  as  well  as
Lithia  of  Southcentral  Alaska (Lithia Chevrolet)2  and  Lithia
Hyundai of Anchorage (Lithia Hyundai).
          In  the complaint the consumers stated that the lawsuit
was  a  class  action  on  behalf  of  all  persons,  other  than
defendants,  their  officers, directors,  employees,  and  family
members,  who, since July 1, 2002, have purchased from defendants
a used motor vehicle.  The complaint alleged that defendants have
routinely  breached the disclosure requirements set forth  in  AS
45.25.465 [disclosure of accident, repair, and purchase  history]
and  AS  45.25.470 [disclosure that vehicle was manufactured  for
sale   in   foreign   country]  which  in   turn    violate   [AS
45.50.471(b)(43)  and  AS  45.50.471(b)(11)  and  (12)]   [unfair
methods   of  competition  and  unfair  and  deceptive  acts   or
practices].  In addition to their statutory claims, the consumers
alleged that the dealerships failures to disclose the history  of
the   vehicles   being   purchased  were   intentional,   wanton,
reckless[,] fraudulent and in disregard for the rights or  safety
of  the  plaintiffs and other similarly situated  purchasers  and
thus  represented a breach of the dealerships common law  duties.
The   consumers   also  requested  equitable   relief   requiring
defendants  to disgorge all monies obtained due to violations  of
AS  45.25.465,  .470 and 45.50.471 (11, 12 and 43) and  requiring
defendants  to  cease and desist from further  violations  of  AS
45.25.465, .470 and 45.50.471 (11, 12 and 43) and to post notices
of their duty of disclosure pursuant to those statutes in a place
and  manner selected to best advise the consumer of their  rights
under those statutes.
          In  July 2006 Lithia Chevrolet and Lithia Hyundai filed
a  motion to dismiss for lack of jurisdiction (Alaska Civil  Rule
12(b)(1))  and  failure to state a claim (Rule  12(b)(6)).   They
argued  that the plaintiffs lack standing to sue [them]  and  the
complaint fails to state a claim against them because none of the
plaintiffs  purchased  a  used vehicle at  [Lithia  Chevrolet  or
Lithia Hyundai] and [n]either do any of the plaintiffs allege any
wrongdoing by Lithia Chevrolet or Lithia Hyundai.
          The  consumers  filed an opposition to  the  motion  to
dismiss, arguing that their complaint  was sufficient to state  a
class action claim and to provide a sufficient basis for standing
of  the class.  Specifically, the consumers contended that  as  a
class  action,  the class has sufficient standing to  bring  this
          suit against all the named defendants because the common
ownership  of the defendants . . . provides the juridical  link[]
between  all of the defendants sufficient to provide standing  to
the  class.  They urged  the court to address class certification
before  considering  whether the named class representatives  had
adequate standing.  The consumers also requested oral argument on
the motion to dismiss.
          Without  holding  oral  argument,  the  superior  court
granted the motion to dismiss pursuant to Civil Rule 12(b)(1) and
(b)(6).   The  consumers then moved for reconsideration,  arguing
that  the court overlooked their request for oral argument.   The
superior  court  granted  the  consumers  motion  and  set   oral
argument.   After argument, however, the court again granted  the
dealerships  motion  to  dismiss.  The  consumers  then  filed  a
petition for review, which we denied.
          Lithia  Chevrolet  and Lithia Hyundai  then  moved  for
entry  of  final judgment in the superior court.   The  consumers
opposed the motion, arguing that the entry of a final judgment as
against two of the Lithia defendants would result in the possible
filing  of piecemeal appeals, as the claims against the remaining
Lithia  defendants  have not been resolved.  The  consumers  also
requested that any judgment entered be without prejudice so  that
customers  who purchased used vehicles from the dismissed  Lithia
dealerships  and who were not furnished the disclosures  required
by  law  [could] be allowed to bring claims against the dismissed
dealerships.  After the dealerships filed their reply brief,  the
superior court granted the motion for entry of final judgment and
entered  final judgment in favor of Lithia Chevrolet  and  Lithia
Hyundai.3
          A  few  days  after  final judgment  was  entered,  the
consumers filed a motion  to amend accompanied by their  proposed
amended  complaint, which named additional class  representatives
who  allegedly  purchased vehicles without receiving  statutorily
required  disclosures from Lithia Hyundai and  Lithia  Chevrolet.
The  consumers  then  filed a motion for reconsideration  of  the
courts  entry  of  final judgment because they had  included  the
individuals  who  had  purchased  vehicles  from  the   dismissed
dealerships.    The  superior  court  denied   the   motion   for
reconsideration and affirmed its entry of final judgment.4
          The  consumers  now  appeal the superior  courts  order
granting the dealerships motion to dismiss and the entry of final
judgment.


III. STANDARD OF REVIEW
          We  review de novo an order dismissing a complaint  for
failure to state a claim under Civil Rule 12(b)(6).5  Motions  to
dismiss  under Rule 12(b)(6) are viewed with disfavor and  should
rarely  be granted.6  To survive a motion to dismiss for  failure
to  state  a claim, the consumers complaint need only  set  forth
allegations  of  fact  consistent with and  appropriate  to  some
enforceable cause of action.7  When considering the appeal  of  a
motion  to  dismiss  we presume all factual  allegations  of  the
complaint to be true and make all reasonable inferences in  favor
          of the non-moving party.8
          We review de novo a superior courts decision to dismiss
a  complaint for lack of subject matter jurisdiction.9  Issues of
standing are also reviewed de novo.10
          We  review  entry  of final judgment under  Civil  Rule
54(b) for abuse of discretion.11



IV.  DISCUSSION
     A.   The  Superior Court Did Not Err in Concluding that  the
          Consumers Lacked Standing and Failed To State  a  Claim
          Against Lithia Chevrolet and Lithia Hyundai.
          
          The  superior court granted Lithia Chevrolet and Lithia
Hyundais motion to dismiss pursuant to Alaska Civil Rule 12(b)(1)
and  (b)(6) because the consumers lack[ed] standing to sue  these
two  defendants  and  the complaint fail[ed]  to  state  a  claim
against them.
          The   crux  of  the  consumers  argument  is  that  the
allegations in their complaint were sufficient to state  a  claim
under   Alaska  statutes.   The  dealerships  respond  that   the
consumers  failed  to  allege facts upon which  relief  could  be
granted because they named Lithia Hyundai and Lithia Chevrolet as
defendants but failed to allege how either corporation harmed any
party  to  the  lawsuit.   The dealerships  further  assert  that
[n]owhere  in  the  complaint  did  [the  consumers]  allege  the
purchase  of  a  used  vehicle  from  Lithia  Hyundai  or  Lithia
[Chevrolet].
                    1.   The consumers statutory claims
          The  consumers  complaint alleges that the  dealerships
have routinely breached the disclosure requirements set forth  in
AS   45.25.465  and  AS  45.25.470  which  in  turn  violate  [AS
45.50.471(b)(43) and AS 45.50.471(b)(11) and (12)].
          Alaska Statute 45.25.465(a)(1) requires a dealer,  when
obtaining  a  used motor vehicle from an individual consumer,  to
make a reasonable inquiry of the seller into the condition of the
vehicle,  including  the  accident  and  repair  history  of  the
vehicle. The dealer is required to provide this information to  a
prospective purchaser of the vehicle.12 When a dealer  obtains  a
used   motor  vehicle  from  another  motor  vehicle  dealer,   a
wholesaler,  or  an  auction,  the  dealer  must  disclose  to  a
prospective  purchaser  of  the  vehicle  that  the  vehicle  was
purchased from another dealer, a wholesaler, or an auction.13
          Alaska Statute 45.25.470 provides that [b]efore sale, a
motor  vehicle dealer shall disclose in writing whether  a  motor
vehicle was originally manufactured for sale in Canada or another
foreign country.
          Alaska  Statute 45.50.471 makes unlawful unfair methods
of  competition and unfair or deceptive acts or practices.  These
include  engaging  in  .  . . conduct creating  a  likelihood  of
confusion or of misunderstanding  and which misleads, deceives or
damages  a buyer or a competitor in connection with the  sale  or
advertisement  of  goods or services,14 and  using  or  employing
          deception,   fraud,  false  pretense,  false   promise,
misrepresentation,  or  knowingly  concealing,  suppressing,   or
omitting  a material fact with intent that others rely  upon  the
concealment, suppression, or omission in connection with the sale
or advertisement of goods or services whether or not a person has
in fact been misled, deceived or damaged.15  The unfair methods of
competition  and  unfair   or deceptive acts  or  practices  also
include  violating  AS  45.25.400  45.25.590.16   Alaska  Statute
45.50.531(a)   provides   that  [a]   person   who   suffers   an
ascertainable  loss of money or property as a result  of  another
persons  act  or practice declared unlawful by AS  45.50.471  may
bring a civil action to recover for each unlawful act or practice
. . . .
          In  Angnabooguk  v. State,17 we held that  a  complaint
should  not  be dismissed under Rule 12(b)(6) unless  it  appears
beyond  doubt  that the plaintiff can prove no set  of  facts  in
support of the claims that would entitle the plaintiff to relief.18
Thus, we must determine whether the consumers could prove any set
of   facts  in  support of their AS 45.50.531(a)  claims  against
Lithia  Hyundai  and  Lithia Chevrolet.  Did the  consumers  have
standing  to sue Lithia Hyundai and Lithia Chevrolet  when  their
complaint  did  not allege that any of the individual  plaintiffs
were actually injured by those dealerships actions?  If they  did
not  have  standing, then they could prove no  set  of  facts  in
support  of  their  claims against the two dealerships,  and  the
dismissal of those dealerships was proper.
          2.   Before the amendment of their complaint individual
               consumers lacked interest-injury standing  to  sue
               Lithia Hyundai and Lithia Chevrolet.
               
          In  Trustees  for Alaska v. State,19 we explained  that
[t]he  basic  requirement for standing in Alaska is  adversity.20
Our cases have discussed two different kinds of standing.  One is
interest-injury standing; the other is citizen-taxpayer standing.21
Under  the  interest-injury approach, a plaintiff  must  have  an
interest  adversely  affected  by the  conduct  complained  of.22
Citizen-taxpayer  standing,  on  the  other  hand,  arises   when
taxpayers or citizens wish to challenge governmental action based
on  their  status as taxpayers or citizens.23  Here, because  the
consumers are not challenging governmental action but are  rather
alleging  private harm caused by private actors, citizen-taxpayer
standing is not at issue.  Thus, the consumers must have interest-
injury  standing  in  order  to sue  Lithia  Hyundai  and  Lithia
Chevrolet.
          The consumers cite Carpenter v. Hammond24 and Adams  v.
Pipeliners Union 79825 to support their argument that  they  have
sufficient  standing to sue Lithia Hyundai and Lithia  Chevrolet.
The  dealerships  correctly  point out  that  Carpenter  involved
citizen-taxpayer standing,26 not interest-injury standing, and is
therefore  not  controlling.  However, in Adams  we  addressed  a
claim  involving interest-injury standing and noted that to  give
standing all that is necessary is a sufficient personal stake  in
the  controversy to guarantee the adversity which is  fundamental
to judicial proceedings. 27
            Under  the  interest-injury standing test, therefore,
the  consumers  must have an interest adversely affected  by  the
actions  of Lithia Hyundai and Lithia Chevrolet,28 and they  must
have  a sufficient personal stake in the controversy to guarantee
. . . adversity . . . .29  According to their original complaint,
the  consumers had interests that were adversely affected by  the
actions  of Lithia Chrysler and Lithia Dodge, but none  of  those
interests  were  adversely affected by Lithia Hyundai  or  Lithia
Chevrolet.     The   named   class   representative    plaintiffs
specifically  alleged  wrongdoing only  by  Lithia  Chrysler  and
Lithia Dodge.  Although Lithia Chevrolet is briefly mentioned  in
the  complaint, the named class representatives failed to  allege
any actual injury caused by Lithia Chevrolet.  Lithia Hyundai  is
not  even mentioned in the original complaint outside the caption
naming  the  defendants.  Thus, the consumers  had  a  sufficient
personal stake to guarantee adversity against Lithia Chrysler and
Lithia  Dodge by means of specific allegations against those  two
dealerships  in  the  complaint, but no  personal  stake  against
Lithia   Hyundai  and  Lithia  Chevrolet,  because  they   lacked
adversity  concerning those two dealerships.  Hence, they  lacked
standing against these  two dealerships under the basic interest-
injury standard.
          3.   The  juridical link doctrine did not  provide  the
               consumers with standing to sue Lithia Hyundai  and
               Lithia Chevrolet.
               
            The  consumers  argue that [a]s a class  action,  the
Plaintiffs had sufficient standing to bring this suit against all
the  named  defendants because [of] the common ownership  of  the
defendants.   The  common  ownership of  all  of  the  defendants
provided  a  juridical  link[]  between  all  of  the  defendants
sufficient  to provide standing to the class.  According  to  the
consumers,
          [T]he  proper question in this matter is  not
          whether   individual[]  consumers   can   sue
          individual  dealers  they  have  no  dealings
          with,     but     rather    whether     class
          representatives in a class action can sue all
          the  Alaska subsidiaries of a single national
          corporation,  that was engaged in  fraudulent
          and illegal actions in Alaska, by and through
          their  Alaska  subsidiaries,  who  were   all
          linked   by   a  common  plan  of  operation,
          orchestrated by the parent corporation,  even
          if  those  class representatives  only  dealt
          with some of those Alaska subsidiaries.
          
The  dealerships respond that common ownership is not  sufficient
to  confer  standing  or state a claim, and  the  juridical  link
doctrine does not apply.
          The   dealerships  are  correct.   The  juridical  link
doctrine  was first created in the dicta of a 1973 case from  the
United  States Court of Appeals for the Ninth Circuit, La Mar  v.
H&B  Novelty  &  Loan Co.30  In La Mar, the court  indicated  the
          juridical link doctrine was an exception to the general principle
that a plaintiff who has no cause of action against the defendant
can  not fairly and adequately protect the interests of those who
do  have such causes of action.31  The court explained that  this
general  principle  does  not  apply  when  all  defendants   are
juridically related in a manner that suggests a single resolution
of the dispute would be expeditious.32  Standing was assumed in La
Mar,  and  the juridical link doctrine was used to determine  the
typicality  and adequate representation requirements  of  Federal
Civil  Rule  23, which governs class action lawsuits  in  federal
courts.33
          Accordingly,  the  juridical  link[]  doctrine  has  no
bearing on the issue of standing.34  As the United States Supreme
Court  has noted, [t]hat a suit may be a class action . . .  adds
nothing  to  the question of standing, for even named  plaintiffs
who  represent a class must allege and show that they  personally
have  been  injured, not that injury has been suffered by  other,
unidentified members of the class to which they belong and  which
they purport to represent. 35 Thus, even though a few courts have
applied  the  juridical link doctrine to the issue of standing,36
that  approach is incorrect because it was intended to be applied
only in the context of class certification.37
          Furthermore,  the cases cited by the consumers  do  not
support  their  position.  In Angel Music, Inc.  v.  ABC  Sports,
Inc.,38 the United States District Court for the Southern District
of  New  York  applied  the  juridical  link  doctrine  to  class
certification, not to standing, and the court concluded that  the
doctrine  provided  an  exception  for  defendant  classes  whose
conduct  is  standardized  by  a common  link  to  an  agreement,
contract or enforced system which acts to standardize the factual
underpinnings  of  the  claims and to  insure  the  assertion  of
defenses  common to the class.39  Here, the consumers have  never
identified the defendants as a defendant class under Alaska Civil
Rule  23.   Rather,  the only purported class  is  the  class  of
potential  plaintiff car purchasers.  Thus,  the  juridical  link
principle in Angel Music does not apply.  Furthermore,  in  Angel
Music, the court reaffirmed the bedrock principle of standing  in
class   action   cases:  representative  plaintiffs   must   have
individual standing to assert claims against all the members of a
defendant class.40
          The consumers also cite Akerman v. Oryx Communications,
Inc.41 to support their assertion that the common ownership of all
of  the defendants provided a juridical link[] between all of the
defendants  sufficient to provide standing  to  the  class.   But
Akerman  is  inapplicable to this case for the  same  reasons  as
Angel  Music:  The  juridical  link in  Akerman  concerned  class
certification,  not standing, and the juridical  link  discussion
focused  on  a defendant class; here, the issue is standing,  and
there  is  no  defendant  class.   Indeed,  Akerman  noted   that
[m]embership  in  a  plaintiff class is .  .  .  insufficient  to
mitigate a lack of individual standing.42
          If  the  consumers  wished to sue the  dealerships  for
collective  wrongdoing, they could have also named  the  umbrella
          corporation, Lithia Motors, as a defendant.  But they did not do
so.   Because  Lithia Motors was not named as  a  defendant,  the
common  ownership of the various dealerships is not  relevant  to
the  standing  inquiry.43  The consumers failed  to  specifically
allege  that  either  Lithia Hyundai or Lithia  Chevrolet  caused
injury  to  the  representative  plaintiffs.   Without  such   an
allegation,  they lacked standing against those two  dealerships.
Such a lack of standing cannot be cured by the fact that the  two
dealerships  may be under the common ownership of an entity  that
was not named as a defendant.
          Because  the  juridical link doctrine applies  only  to
class  certification and not to standing, it does not excuse  the
consumers from the requirement that they have individual standing
in order to sue Lithia Hyundai and Lithia Chevrolet.
          4.   The  superior  court did not err in  deciding  the
               standing issue before class certification.
          The consumers argue that the superior court should have
decided  whether  to  grant  class  status  before  deciding  the
standing issue.  In support of their argument the consumers  cite
a federal case, Payton v. County of Kane.44  In Payton, the United
States  Court of Appeals for the Seventh Circuit held that  class
status  must be addressed before standing.45  In so holding,  the
Seventh  Circuit  broadly interpreted the United  States  Supreme
Courts  opinion  in  Ortiz v. Fibreboard,46 in  which  the  Court
examined  class certification prior to standing in  an  asbestos-
related class action lawsuit.47
          We have not specifically addressed whether the standing
inquiry  should  always  precede  class  certification,  but   we
previously  addressed standing as the first  issue  in  Adams  v.
Pipeliners  Union 798.48  Further, the general  approach  of  the
federal courts appears to favor the consideration of standing  as
a  preliminary matter.  According to a leading treatise on  class
actions,
          Because   individual  standing   requirements
          constitute  a threshold inquiry,  the  proper
          procedure  when  the  class  plaintiff  lacks
          individual   standing  is  to   dismiss   the
          complaint,   not  to  deny  the   class   for
          inadequate representation.  The class  issues
          are  not  reached in this instance.   On  the
          other  hand,  when  a class  plaintiff  shows
          individual standing, the court should pass to
          Rule 23 criteria to determine whether, and to
          what  extent, the plaintiff may  serve  in  a
          representative  capacity  on  behalf  of  the
          class.[49]
Moreover,  some  federal  courts have specifically  rejected  the
Payton rationale,50 and others have simply held that standing must
be  examined before class certification because it is an inherent
prerequisite to the class certification inquiry.51
          Under  the  approach we adopted in Adams,  an  approach
consistent with the view of many federal courts that standing  is
an inherent prerequisite to the class certification inquiry,52 the
superior  court did not err in addressing standing  before  class
          certification in this case.
     B.   It  Was  an Abuse of Discretion To Enter Partial  Final
          Judgment   in  Favor  of  Lithia  Hyundai  and   Lithia
          Chevrolet Before All Claims Were Adjudicated.
          The  superior court entered final judgment in favor  of
Lithia Hyundai and Lithia Chevrolet on April 12, 2007, concluding
that  no just reasons exist to delay entry of final judgment  for
those  dealerships.  Within a week, the consumers filed a  motion
to amend their complaint accompanied by an amended complaint that
added  class representatives who had purchased vehicles from  the
dismissed   dealerships.    They  also   filed   a   motion   for
reconsideration  on  the basis of their amended  complaint.   The
superior  court  denied the consumers motion for  reconsideration
and  affirmed  its  entry  of final judgment  without  explicitly
ruling on the motion to amend.
          The  consumers argue that the superior court  erred  in
entering final judgment when all claims had not been adjudicated.
They assert that the superior courts entry of final judgment  was
an   abuse  of  discretion  because  it  did  not  give  them  an
opportunity  to  amend  their  complaint  by  adding  new   class
representatives.   They  explain that new  class  representatives
have   appeared  that  have  the  standing  that  the   dismissed
defendants  claimed the previous plaintiffs did not have.   Thus,
the consumers assert that standing questions are now moot due  to
the   amendment  of  their  complaint,  which  added  new   class
representatives  who  had  direct  dealings  with  the  dismissed
dealerships.
          The   dealerships  respond  that  the  superior   court
properly  exercised  its discretion by entry  of  final  judgment
against the consumers because there was no just reason for delay.
They argue that a long delay in a partys ability to collect on  a
judgment  is  a sufficient basis for a finding that there  is  no
just reason for delay.  They also assert that this case does  not
present  the  problem  of piecemeal appeals  that  would  warrant
delaying the entry of final judgment.
          Civil  Rule  54(b) provides that when multiple  parties
are involved [in an action], the court may direct the entry of  a
final judgment as to one or more but fewer than all of the . .  .
parties only upon an express determination that there is no  just
reason  for delay and upon an express direction for the entry  of
judgment.
          In Johnson v. State,53 we explained that there must be a
good  reason for using Rule 54(b).54  We held that granting  Rule
54(b)  final judgment was inappropriate where neither party would
suffer   any   appreciable  hardship  if  review  awaited   final
determination of the case.55  In discussing the general  approach
the superior court should take in addressing a Rule 54(b) motion,
we  stated  that [t]he finding should not be made simply  because
counsel  request  it.   There should be  some  danger  of  actual
hardship  caused by delay in entry of final judgment.  The  court
should weigh the general policy against piecemeal appeals against
the  reasons advanced in favor of the proposed finding.56  Later,
in S&B Mining Co. v. Northern Commercial Co.,57 we quoted Johnson
approvingly  and  held that [e]ntry of [R]ule 54(b)  judgment  is
          discretionary; however, the policy against piecemeal litigation
is  very  strong . . . .58  We further discussed the standard  in
Dinsmore-Poff v. Alvord:59
          Typically,  use of Rule 54(b) is  appropriate
          only  if the party seeking judgment is likely
          to suffer actual hardship otherwise.  But the
          word  typically shows that we have  not  made
          hardship  a  categorical  requirement.   This
          accords  with the federal view that since  it
          is impossible to catalog all reasons to grant
          a  Rule  54(b) motion, courts have discretion
          to consider any relevant factor.[60]
More  recently,  in  Cole  v.  State  Farm  Insurance  Co.,61  we
emphasized that partial final judgments deserve careful appellate
review  because  of  the laws fundamental aversion  to  piecemeal
appeals.62   We  noted  that [t]he device  should  be  used  only
infrequently  and  only  when there  is  some  danger  of  actual
hardship  caused  by  delay  in  entry  of  final  judgment.   63
Nonetheless, we have upheld Rule 54(b) final judgments under  the
abuse of discretion standard in some instances.64
          The  consumers  assert that they had a just  reason  to
delay  entry  of  final  judgment: They  wanted  to  amend  their
complaint  and  add  new  class  representative  plaintiffs   who
purchased vehicles from Lithia Hyundai and Lithia Chevrolet.   In
their  opposition to the motion for partial final  judgment,  the
consumers  specifically requested that the superior  court  enter
final  judgment  without prejudice if the court was  inclined  to
grant  the dealerships motion.  Instead, the superior court found
there  was  no  just reason for delay and entered  partial  final
judgment  without  indicating whether  it  was  with  or  without
prejudice.  The superior court provided no reason for denying the
consumers the opportunity to amend their complaint.
          In support of their argument that they should have been
allowed  to  amend  their complaint before  final  judgment,  the
consumers  cite  Alyeska Pipeline Service Co. v. Shook.65   Shook
involved an Alaska Wage and Hour Act class action claim in  which
the  class representative plaintiff had already received a  large
severance  payment  from  his former employer.66   Based  on  the
sufficiency of the payment, we reversed the order denying summary
judgment  to  the employer and remanded for entry of judgment  in
favor  of  the  employer on the class representatives  individual
claim.67   However,  we  explained that [t]his  result  does  not
require  dismissal  of the class action.  The class  should  have
[an]  opportunity  to  substitute a new  class  representative.68
Here,  the consumers sought the opportunity to bring in new class
representatives  to  remedy the lack of standing  against  Lithia
Hyundai and Lithia Chevrolet.  No reason appears why they  should
not have been allowed this opportunity.
          The  consumers also argued to the superior  court  that
final  judgment  should be delayed in order  to  avoid  piecemeal
appeals.   Johnson  requires a balancing of  the  general  policy
against  piecemeal appeals against the reasons advanced in  favor
of  the  proposed  finding.69  There is no  indication  that  the
          superior court balanced the general policy against piecemeal
appeals  against  the dealerships asserted reason  for  entry  of
final  judgment  their desire to seek attorneys fees  and  costs.
Rather, the court simply signed the proposed order filed  by  the
dealerships.  Without evidence that the superior court  fulfilled
this  important duty under Rule 54(b), we cannot affirm the entry
of partial final judgment.
          As  we  have  stated, there must be a good  reason  for
using Rule 54(b).70  The superior court here simply stated that it
was  granting  final judgment for the reasons set  forth  in  the
dealerships  motion  for entry of final judgment.   However,  the
reasons set out in the dealerships motion fail to reveal hardship
or  any other valid reason to enter partial final judgment.   The
dealerships  provided the following explanation of  the  hardship
they would face if final judgment was not entered:
          Lithia Hyundai and Lithia Chevrolet have been
          forced  to  incur  attorneys  fees  defending
          against  the  bogus claims of  consumers  who
          never  even stepped foot on these dealerships
          lots.  A final judgment may enable defendants
          Lithia  Hyundai and Lithia Chevrolet to  seek
          attorneys  fees  and costs as the  prevailing
          party.    There   is  no  justification   for
          delaying consideration of such an award until
          after   the   resolution  of  the  plaintiffs
          unrelated  claims  against Lithia  Dodge  and
          Lithia    [Chrysler].    To   the   contrary,
          unnecessarily delaying an award of  fees  and
          costs would unfairly prejudice Lithia Hyundai
          and  Lithia  Chevrolet, who are  entitled  as
          prevailing   parties  to  timely   seek   the
          recovery of their fees.
The  dealerships arguments regarding the hardship  of  having  to
wait  for  attorneys fees and costs, however,  are  unconvincing.
Lithia  Hyundai and Lithia Chevrolet are represented by the  same
counsel as Lithia Dodge and Lithia Chrysler, and counsel has  not
indicated any reason why it would constitute hardship for them to
wait  until  the  entire case has been decided before  requesting
attorneys  fees as to two of the four dealerships. The  consumers
are  correct  that  [t]he purported reason  for  entry  of  final
judgment,  advanced  by the defendants, to  allow  the  dismissed
Lithia defendants to seek attorneys fees and costs . . . does not
constitute  the type of hardship envisioned by the  rule  or  the
court  in allowing the entry of a final judgment as to some,  but
not  all,  of the parties named in the action.  Moreover,  Lithia
Hyundai and Lithia Chevrolet have not sought attorneys fees since
entry  of  final  judgment, so their purported  hardship  appears
illusory.
          The  dealerships  also argue that a  long  delay  in  a
partys ability to collect on a judgment is a sufficient basis for
a  finding  that  there is no just reason  for  delay.   But  the
dealerships  are not waiting to collect a debt or other  type  of
money  judgment,  as was the case in Bradford v.  First  National
          Bank of Anchorage, where we held that Rule 54(b) final judgment
was  justified  by the long delay in collecting a  debt.71  Thus,
their  argument  fails to reveal hardship  or  any  other  reason
sufficient to warrant Rule 54(b) final judgment.
          Because  the consumers indicated their intent to  amend
their  complaint  and  add  class representatives  with  standing
against  Lithia  Hyundai and Lithia Chevrolet,  and  because  the
dealerships did not show hardship or any other valid  reason  for
final  judgment, it was an abuse of discretion for the  court  to
find  that there was no just reason for delay and to enter  final
judgment under Rule 54(b).

V.   CONCLUSION
          Although the superior court did not err in granting the
dealerships  motion  to dismiss based on the  consumers  lack  of
standing, it was an abuse of discretion to enter Rule 54(b) final
judgment  without requiring a good reason and without  permitting
the  consumers  to  amend their complaint  by  adding  new  class
representatives  capable  of establishing  standing  against  the
dismissed  dealerships.   Thus, we  REVERSE  and  REMAND  to  the
superior  court  to  permit amendment of the complaint  with  new
class  representatives who purchased used  vehicles  from  Lithia
Chevrolet  and  Lithia  Hyundai but did not  receive  statutorily
required disclosures.
_______________________________
     1     See  J&L Diversified Enters., Inc. v. Municipality  of
Anchorage,  736  P.2d 349, 351 (Alaska 1987) (We will  accept  as
true  all well-pleaded material allegations of a non-moving party
in our review of a dismissal on the pleadings.).

     2     The  dealerships  also refer to  Lithia  Chevrolet  as
Lithia Wasilla.

     3     The  superior  court did not designate  whether  final
judgment was with or without prejudice.

     4     The superior court later consolidated this case with a
related  case  involving   the  alleged  illegal  charging  of  a
document  preparation fee by Lithia dealerships, Neese v.  Lithia
Chrysler  Jeep of Anchorage, Inc., No. 3AN-06-13341  Ci.  (Alaska
Super., December 6, 2006).

     5     Rathke  v. Corr. Corp. of America, Inc. 153 P.3d  303,
308 (Alaska 2007).

     6     Angnabooguk  v. State, 26 P.3d 447, 451 (Alaska  2001)
(quoting  Guerrero v. Alaska Hous. Fin. Corp., 6  P.3d  250,  253
(Alaska 2000)).

     7     Rathke,  153 P.3d at 308  (quoting Kollodge v.  State,
757 P.2d 1024, 1025-26 (Alaska 1988)).

     8    Id.

     9     Ruckle  v.  Anchorage Sch. Dist., 85 P.3d  1030,  1033
(Alaska 2004).

     10     St.  Paul  Church,  Inc. v.  Bd.  of  Tr.  of  Alaska
Missionary Conference of United Methodist Church, Inc., 145  P.3d
541, 549-50 (Alaska 2006).

     11     Kinn v. Alaska Sales & Serv., Inc., 144 P.3d 474, 483
(Alaska 2006).

     12    AS 45.25.465(a)(1).

     13    AS 45.25.465(a)(2).

     14    AS 45.50.471(b)(11).

     15    AS 45.50.471(b)(12).

     16    AS 45.50.471(b)(43).

     17    26 P.3d 447 (Alaska 2001).

     18    Id. at 451 (citing Guerrero v. Alaska Hous. Fin. Corp.,
6 P.3d 250, 254 (Alaska 2000)).

     19    736 P.2d 324 (Alaska 1987).

     20    Id. at 327.

     21    Id.

     22    Id.

     23    Id.

     24    667 P.2d 1204 (Alaska 1983).

     25    699 P.2d 343 (Alaska 1985).

     26    See Carpenter, 667 P.2d at 1210.

     27    Adams, 699 P.2d at 346 (quoting Carpenter, 667 P.2d at
1210).

     28    See Trustees for Alaska, 736 P.2d at 327.

     29    See Adams, 699 P.2d at 346.

     30     489 F.2d 461, 465-66 (9th Cir. 1973); see also In  re
Eaton  Vance Corp. Sec. Litig., 220 F.R.D. 162, 169-70 (D.  Mass.
2004).

     31    489 F.2d at 466.

     32    Id.

     33    Id. at 464 (adding plaintiffs here are not entitled to
bring  a  class action against defendants with whom they  had  no
dealing).   Alaska Civil Rule 23 is the corresponding state  rule
that  governs class action lawsuits in Alaska courts.  See Alaska
R. Civ. P. 23.

     34     Matte v. Sunshine Mobile Homes, Inc., 270 F. Supp. 2d
805,  822  (W.D.  La.  2003) (stating  that  the  juridical  link
doctrine  is  relevant not to standing but to class certification
in  the  sense  that it provides an exception to the  Rule  23(a)
requirement  of  typicality and/or adequacy of representation  in
class actions against multiple defendants).

     35    Simon v. E. Kentucky Welfare Rights Org., 426 U.S. 26,
40  n.20  (1976)  (quoting Warth v. Seldin,  422  U.S.  490,  502
(1975)).

     36     See, e.g., Alves v. Harvard Pilgrim Health Care Inc.,
204 F. Supp. 2d 198, 205 (D. Mass 2002).

     37     See  In re Eaton Vance Corp. Sec. Litig., 220  F.R.D.
162,  170-71  (D.  Mass. 2004) (explaining that   juridical  link
doctrine is better used to address Rule 23 issues, rather than in
the Courts analysis of Article III standing).

     38    112 F.R.D. 70 (S.D.N.Y. 1986).

     39    Id. at 77 (emphasis added).

     40     Id. at 74 ([A] predicate to [a class representative]s
right  to represent a class is his eligibility to sue in his  own
right. What he may not achieve himself, he may not accomplish  as
a representative of a class.).

     41    609 F. Supp. 363, 375-77 (S.D.N.Y. 1984).

     42    Id. at 376.

     43     See  Henry v. Circus Circus Casinos, Inc., 223 F.R.D.
541, 544 (D. Nev. 2004) (holding that security guards who brought
Fair   Labor  Standards  Act  claims  had  no  standing  to   sue
subsidiaries of employers parent corporation other than their own
employer  and thus they could not maintain  class action  against
other subsidiaries).

     44    308 F.3d 673 (7th Cir. 2002).

     45    Id. at 680.

     46    527 U.S. 815 (1999).

     47    See Payton, 308 F.3d at 680.

     48    699 P.2d 343, 346 (Alaska 1985) ([T]he threshold issue
to Adamss appeal is whether he has standing to bring it.).

     49     1   Alba  Conte & Herbert Newberg, Newberg  on  Class
Actions,  2:9, at 110-11 (4th ed. 2002).

     50     See,  e.g., In Re Eaton Vance Corp. Sec. Litig.,  220
F.R.D. 162, 165-67 (D. Mass 2004).

     51    See, e.g., Rivera v. Wyeth-Ayerst Labs., 283 F.3d 315,
319  (5th  Cir. 2002) (quoting Bertulli v. Indep. Assn  of  Contl
Pilots, 242 F.3d 290, 294 (5th Cir. 2001)) (holding that district
court   erred  by  not  demanding   showing  of  standing  before
certifying   class  because  [standing]  determines  the   courts
fundamental power even to hear the suit).

     52    Rivera, 283 F.3d at 319 (quoting Bertulli, 242 F.3d at
294).

     53    577 P.2d 706 (Alaska 1978).

     54    Id. at 710.

     55    Id. at 711.

     56    Id. at 710.

     57    813 P.2d 264 (1991).

     58    Id. at 269 (nonetheless holding that superior court did
not  abuse its discretion by entering final judgment against some
but  not  all  defendants because there was no  just  reason  for
delay).

     59    972 P.2d 978 (Alaska 1999).

     60     Id.  at  988 (quoting Williams v. Mammoth of  Alaska,
Inc., 890 P.2d 581, 586 (Alaska 1995)).

     61    128 P.3d 171 (Alaska 2006).

     62    Id. at 173 n.2.

     63     Id.  (quoting  Johnson v. State, 577  P.2d  706,  710
(Alaska  1998)) (recognizing that the interests of justice  often
will militate against the entry of a partial judgment).

     64     See,  e.g., Bradford v. First Natl Bank of Anchorage,
932  P.2d  256,  263 (Alaska 1997) (holding that  long  delay  in
collecting  debt  is  sufficient hardship to justify  Rule  54(b)
final judgment); Adkins v. Nabors Alaska Drilling, Inc., 609 P.2d
15, 19 (Alaska 1980) (The rule seeks to accommodate the competing
interests of not forcing a party to wait until a court reaches  a
final  judgment  as  to all claims or parties  with  the  equally
desirable policy of avoiding duplicitous and piecemeal appeals.).

     65    978 P.2d 86 (Alaska 1999).

     66    Id. at 87.

     67    Id.

     68    Id. at 91.

     69    577 P.2d at 710.

     70    Id.

     71    932 P.2d 256, 263 (Alaska 1997).

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