Full opinion text
ORDER GRANTING DEFENDANT’S CONVERTED MOTION FOR SUMMARY JUDGMENT CORMAC J. CARNEY, District Judge. I. INTRODUCTION Plaintiffs Fresno Motors, LLC and Selma Motors, Inc. (collectively, “Plaintiffs”) brought this action against Mercedes-Benz USA, LLC (“MBUSA”), alleging that MBUSA tortiously interfered with Plaintiffs’ contractual right to purchase the assets of Mercedes-Benz of Fresno, a local Mercedes-Benz dealership (“Fresno Dealership”), from Asbury Fresno Imports, LLC (“Asbury”). (Dkt. No. 1.) In the operative First Amended Complaint (“FAC”), Plaintiffs allege that it executed an Asset Purchase Agreement (“APA”) with Asbury to acquire certain assets in Asbury’s Fresno Dealership, including As-bury’s leasehold interest in the dealership premises. (FAC ¶ 12.) Plaintiffs allege that they were unable to close on the APA because MBUSA belatedly and unlawfully exercised its right of first refusal to purchase the dealership assets. (Id. ¶¶ 28-39.) Plaintiffs further allege that MBUSA thereafter conspired with Asbury and executed a secret agreement with As-bury acknowledging that MBUSA timely exercised its right of first refusal and additionally promising that, in the event MBUSA assigned its rights under the APA, MBUSA would purportedly guarantee the assignee’s sublease under the APA. (Id. ¶¶ 40-45.) Plaintiffs, MBUSA, and Asbury thereafter engaged in negotiations to assign MBUSA’s rights and obligations under the APA to Fresno Motors. (Id. ¶¶ 51-53.) During these negotiations, Plaintiffs allege that MBUSA concealed its promise to guarantee a sublease, forcing Plaintiffs to negotiate a new lease arrangement with Asbury’s landlord. (Id. ¶¶ 54-55.) Negotiations between Plaintiffs, MBUSA, and Asbury eventually broke down, and Asbury terminated the APA. (Id. ¶¶ 59-64.) Based on these allegations, Plaintiffs assert five causes of action against MBUSA under California law: (1) intentional interference with existing contractual advantage; (2) intentional interference with prospective economic advantage; (3) unfair and deceptive business acts and practices under California’s Unfair Competition Law (“UCL”), Cal. Bus. & Prof.Code §§ 17200, et seq.; (4) violation of California Vehicle Code section 11713.3(t); and (5) fraudulent concealment. (Dkt. No. 23.) Plaintiffs request, inter alia, compensatory, statutory, and punitive damages as well as restitution. (FAC, Prayer.) On November 18, 2011, MBUSA filed its renewed motion to dismiss the FAC pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (Dkt. No. 29.) The Court converted the motion to a summary judgment motion under Rules 12(d) and 56 because the Court determined that the material facts of the case were undisputed, the success of Plaintiffs’ claims hinged on determination of legal issues, and additional evidence, where needed, could be submitted without further discovery. (Ct. Order, Dkt. No. 52, Jan. 12, 2012.) Presently before the Court is MBUSA’s converted summary judgment motion, filed on February 3, 2012. (Dkt. No. 56.) After considering the undisputed evidence presented by the parties and the arguments of their counsel, the Court concludes that summary judgment is warranted in favor of MBUSA on all of Plaintiffs’ claims. II. BACKGROUND This suit arises out of Plaintiffs’ unsuccessful attempt to purchase the Fresno Dealership from Asbury pursuant to the APA. Mercedes-Benz, a Delaware corporation licensed by the California Department of Motor Vehicles, is a subsidiary of Daimler AG and distributes Mercedes-Benz vehicles manufactured by Daimler AG. (FAC ¶3 & Exh. A[APA], Appx.) Asbury, a local Mercedes-Benz dealer, owned and operated the Fresno Dealership pursuant to a Passenger Car Dealer Agreement (“PCDA”) and Light Truck Dealer Agreement (“LTDA”) (collectively, “Dealer Agreements”) with MBUSA. (Day Decl., Exh. 1 [PCDA]; Exh. 2 [LTDA].) Asbury also operated the Fresno Dealership on premises that it leased from CAR AAG CA, L.L.C. (the “Landlord”) under a Lease Agreement (“Lease”), dated April 1, 2003, for a lease term of fifteen years with two ten-year renewal options. (Young Decl., Exh. 13 [Lease], at 2-3, secs. 1.8, 1.13.) Selma Motors and Fresno Motors were prospective buyers of the Fresno Dealership. Dwight G. Nelson is the owner and president of Selma Motors and the managing member and president of Fresno Motors. (FAC ¶¶ 1-2 & Exh. C [2nd Am. to APA].) On March 27, 2009, Selma Motors entered into the APA with Asbury to purchase certain assets in the Fresno Dealership, including a leasehold interest in the dealership premises. (APA; Nelson Decl. ¶ 3 & Exh. A; Undisputed Fact [“UF”] No. 1.) Selma Motors subsequently assigned its rights under the APA to Fresno Motors. In order to purchase the Fresno Dealership from Asbury, Plaintiffs needed approval from both MBUSA regarding As-bury’s sale to Plaintiffs and the Landlord regarding the transfer of Asbury’s leasehold interest. (APA, at 7.) Plaintiffs, however, were unable to close on the APA when MBUSA exercised its right of first refusal. Plaintiffs, MBUSA, and Asbury thereafter attempted to renegotiate a deal under the APA, but negotiations broke down, and Asbury terminated the APA in the fall of 2009. A. Dealer Agreements Prior to the events underlying this action, Asbury entered into the Dealer Agreements with MBUSA on January 1, 2007. (PCDA; LTDA.) The agreements were valid from the date of execution to December 31, 2011. (PCDA, at vi; LTDA, at vi.) As an appointed Mercedes-Benz dealer, Asbury had a nonexclusive right to buy and resell Mercedes-Benz vehicles. (PCDA, at ii; LTDA, at ii.) The scope of Asbury’s other functions, as an authorized dealer, also included the servicing, rental, and leasing of Mercedes-Benz vehicles; use and display of Mercedes-Benz marks and products; and financing or insurance services. (PCDA, at 37; LTDA, at 37.) The agreements further incorporated standard provisions that furnished detailed guidance regarding the parties’ rights and obligations as to the acquisition, delivery, and inventory of Mercedes-Benz vehicle products; the dealer’s marketing and sales of Mercedes-Benz vehicles; the dealer’s service obligations, along with MBUSA’s obligations to provide service manuals and materials and field personal assistance; the dealer’s service and parts organization requirements; the dealer’s customer satisfaction obligations; the dealer’s location and facilities requirements; MBUSA’s warranty obligations; the dealer’s financing, capital, and accounting requirements; and the dealer’s sales reporting requirements. (PCDA, at 1-20; LTDA, at 1-20.) Moreover, the agreements permitted MBUSA to monitor the dealer’s performance by periodically evaluating the dealer’s sex-vice and parts performance, the dealer’s customer satisfaction performance, and the dealer’s facilities as well as by inspecting the dealer’s accounts and records on a reasonable basis. (PCDA, at 12-15,19-20; LTDA, at 12-15,19-20.) The agreements additionally specified the terms and conditions for assignment. The dealer could not transfer ownership of the dealership without MBUSA’s written consent. (PCDA, at ii, 35; LTCA, at ii, 36.) In the event of Asbury’s assignment or transfer or its assets, the agreements also provided: MBUSA has a right of first refusal or option to purchase such assets or ownership interest, including any leasehold interest or realty. MBUSA’s exercise of its right or option under this Section IX.B supersedes Dealer’s right to transfer its interest in, or ownership of, the dealership.... If Dealer has entered into a bona fide written buy/sell agreement for its dealership business or assets, MBUSA’s right under this Section IX.B is a right of first refusal, enabling MBUSA to assume the buyer’s rights and obligations under such buy/sell agreement, and to cancel this Agreement and all rights granted Dealer. (PCDA, at 21, 22; LTD A, at 21, 22.) Concomitant with its right of first refusal, MBUSA was permitted to assign its right or option: “MBUSA’s right or option may be assigned by it to any third party and MBUSA hereby guarantees the full payment to Dealer of the purchase price by such assignee.” (PCDA, at 21; LTD A, at 21.) B. Lease Agreement Asbury operated the Fresno Dealership on premises that it leased from the Landlord under the Lease Agreement for a term of fifteen years, beginning on April 1, 2003. (Young Decl., Exh. 13 [Lease].) Asbury also had two ten-year renewal options under the Lease. (Id. at 2, sec. 1.13.) The Lease listed Asbury as the “Tenant” and the “Guarantor.” (Id. at 1, sec. 1.4.) The Lease further provided that Asbury could not assign or sublease the Fresno Dealership premises without the Landlord’s prior written consent except under certain conditions. (Id. at 10, sec. 7.1.) The Landlord’s consent to any assignment or sublease, however, could not be construed as: (i) waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal, (ii) waiving or releasing Guarantor from its obligations under the Guaranty, or (iii) as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent Assignment or Sublease. (Id. at 11, see. 7.2.) C. Asset Purchase Agreement Asbury and Selma Motors executed the APA on March 27, 2009, for the sale of certain assets in the Fresno Dealership, including Asbury’s leasehold interest under the Lease Agreement. (APA.) The APA provided that Asbury would either (a) assign the lease to Selma Motors or (b) execute a sublease. (APA, at 3, sec. 2.05.) Specifically, section 2.05 of the APA states that at the closing, Asbury (the Seller) shall deliver, and Selma Motors (the Buyer) shall accept, a leasehold interest in the leased real property of the Fresno Dealership premises as follows: by either (the manner to be chosen in the sole discretion of the Seller): (a) an assignment to the Buyer of all right, title and interest in the Lease (with terms and conditions reasonably satisfactory to the Seller to the extent such terms and conditions apply to, or otherwise affect, such Seller, but including the full release of the Seller and/or its Affiliates) (the “Lease Assignment”), or (b) execution and delivery of a sublease for such leased real property in favor of the Buyer (with terms and conditions reasonably satisfactory to the Seller, but including a personal guarantee of the Buyer’s principal and such principal’s spouse securing the obligations of the Buyer under such sublease) (the “Sublease”). The Lease Assignment or the Sublease, as the case may be, will be on a pass through basis such that the Buyer will be subject to the same terms and conditions in the Lease as in effect as of the date of this Agreement, without modification (except for the change contemplated in Section 7.0k )• (Id.) Selma Motors’ obligation to purchase the dealership assets was subject to several conditions, including approval from MBUSA and consent from the Landlord: Section 7.03 Manufacturer Approval. The Manufacturer shall have approved the Buyer as an authorized dealer of its products. Section 7.04 Landlord Consent. The landlord under the Lease shall have consented in writing to the Lease Assignment or the Sublease, as selected by the Seller as contemplated in Section 2.05.... (Id. at 7.) Similarly, Asbury’s obligation to sell the dealership assets was subject to several conditions, including consent and release from MBUSA, assignment and assumption of liabilities by Selma Motors, and consent from the Landlord: Section 8.03 Manufacturer Consent and Release. The Seller shall have obtained the Manufacturer’s consent to terminate the Seller’s existing dealership agreement with the Manufacturer, the Manufacturer’s consent to releasing the Seller from all obligations under the Seller’s existing dealership agreement with the Manufacturer, and the Seller terminating the Seller’s existing dealership agreement with the Manufacturer. Section 8.04 Assignment and Assumption. The Buyer executing and delivering to the Seller, on or before the Closing Date, an assignment and assumption agreement for the Assumed Liabilities, in a form reasonably acceptable to the parties. Section 8.06 Landlord Consent. The landlord under the Lease shall have consented in writing to the Lease Assignment or the Sublease, as selected by the Seller as contemplated in Section 2.05. (Id.) The termination date of the APA was initially set for April 17, 2009. (Id. at 11-12, secs. 11.01(b), (c), (g).) This date was extended to June 15, 2009 by a first, second, and third amendment to the APA. (FAC, Exhs. B-D; Nelson Decl. ¶¶ 5, 9, 10 & Exhs. B-D; UF Nos. 3, 7, 8.) Subsequent to executing the APA, Selma Motors assigned its rights and obligations under the APA to Fresno Motors. (FAC ¶ 19 & Exh. C [2nd Am. to APA]; Nelson Decl. ¶ 9 & Exh. C [same]; UF No. 7.) In the assignment, the parties (which included Asbury, Selma Motors, and Fresno Motors) agreed to the following: Assignment to New Buyer. The parties agree that Selma Motorsf] rights under the Agreement are hereby assigned to the New Buyer, and the New Buyer shall be subject to the same obligations as Selma Motors as the Buyer under the Agreement. All references to the Buyer in the Agreement shall mean the New Buyer. Notwithstanding the foregoing, the assignment and assumption of the Buyer’s rights and obligations under the Agreement by the New Buyer shall not operate as a release of Selma Motors of its obligations as the Buyer under the Agreement. (2nd Am. to APA.) D. Right of First Refusal and Acknowledgement Agreement Pursuant to the Dealer Agreements, MBUSA had a contractual right of first refusal or option to purchase the Fresno Dealership assets that superseded As-bury’s right to transfer interest or ownership of the dealership. (PCDA, at 21, 22; LTDA, at 21, 22; see also supra Part 11(A).) MBUSA also had a statutory right of first refusal under section 11713.3(t) of the California Vehicle Code. On or about June 15, 2009, MBUSA notified Asbury and Selma Motors of its exercise of first refusal by sending a letter to Asbury and Selma Motors via facsimile and overnight delivery. (FAC, Exh. E [Letter]; Nelson Decl. ¶¶ 13, 15 & Exhs. F-G; UF Nos. 11, 13.) MBUSA stated that pursuant to its Dealer Agreements with Asbury and Vehicle Code sections 11713.3 et seq., it was exercising its right of first refusal with respect to the APA and would “purchase the assets of the Fresno Dealership as more fully set forth in the terms and condition of the Sale Agreement on the same terms and for the same consideration as set forth in the Sale Agreement.” (Letter.) On June 19, 2009, MBUSA and Asbury entered into an “Acknowledgment of and Agreement with Respect to Exercise of Right of First Refusal.” (“Acknowledgement Agreement” or “Ack. Agrmt.”). (FAC, Exh. F [Ack. Agrmt.]; Nelson Decl., Exh. T [same]; Burkhalter Deck, Exh. E [same].) The Acknowledgment Agreement states that, on June 15, 2009, MBUSA provided timely written notice to Asbury of its exercise of its right of first refusal with respect to the APA. (AckAgrmt.) The agreement also expressly reiterated Asbury’s and MBUSA’s respective rights and obligations as to such exercise of first refusal, including the following provision: Terms of Exercise. MB acknowledges that by its exercise of its right of first refusal, MB will be subject to the same terms and conditions under the Fresno Motors APA as such terms and conditions apply to Fresno Motors. Further, any subsequent assignment by MB of its rights or obligations under any or all of the Fresno Motors APA and the Purchase Documents, including, without limitation, the Sublease, shall not operate as a release of MB of its obligations under such agreements. For avoidance of doubt, MB expressly agrees that it shall be primarily responsible for the performance under the Fresno Motors APA and the Sublease. Asbury acknowledges that MB may assign its rights and obligations under the Fresno Motors APA and the Sublease to a third party provided that MB remain primarily responsible for the performance of any such assignee with respect to the Fresno Motors APA and the Sublease. (Id.; see also UF No. 51.) The agreement further provided that Asbury would terminate the APA with respect to Fresno Motors, but that such termination “will not be deemed a termination of the Fresno Motors APA as such terms and conditions now apply to MB as a result of its exercise of its right of first refusal as well as to any proposed assignee of MB,” and that “MB will continue to be bound by the terms and conditions under the Fresno Motors APA as if it were an original party to same as a buyer.... ” (AckAgrmt.) Asbury sent a copy of the Acknowledgement Agreement to Plaintiffs on August 31, 2009, in the midst of Fresno Motors’ renegotiations with MBUSA and Asbury to purchase the Fresno Dealership as MBUSA’s assignee. (FAC ¶ 59; Nelson Deck ¶ 33; Burkhalter Deck ¶ 8; UF No. 31.) E. Mediation and Termination Asbury terminated the APA with Plaintiffs on June 19, 2009. (FAC ¶ 46; Nelson Deck ¶ 16, Exh. H [Term. Letter]; UF No. 14.) Fresno Motors subsequently objected to MBUSA’s exercise of its right of first refusal as untimely and unlawful. (FAC ¶ 49; Nelson Deck ¶ 17.) In an effort to resolve the dispute, MBUSA voluntarily participated in mediation with Fresno Motors on July 30, 2009. (Woerner Decl. ¶ 2; Nelson Decl. ¶ 19; Burkhalter Decl. ¶¶ 3-4; UF No. 17.) During the mediation, MBUSA agreed to assign its rights under the APA to Fresno Motors under certain conditions. (Id.) These conditions were memorialized in an email exchange, dated July 30 and July 31, 2009, between MBU-SA and Fresno Motors. (FAC, Exh. G [July 30-31, 2009 Email]; Nelson Decl. ¶¶ 25-26 & Exhs. O-P [same]; Burkhalter Decl. ¶ 7 & Exh. D [same]; UF Nos. 23-24.) The conditions included, but were not limited to, the following: Mr. Nelson should provide to Asbury whatever additional documentation, if any, it requires to secure approval of the sublease!.] Fresno Motors will need to agree on and sign an assignment and assumption agreement, by which MBUSA will convey its interest under its exercise of its ROFR to Fresno Motors as assignee; Fresno Motors will then close with As-bury as the buyer. (July 30, 2009 Email.) MBUSA and Fresno Motors negotiated and finalized an Assignment and Assumption Agreement (“Assignment”) for Mr. Nelson’s signature, which was transmitted to Fresno Motor’s counsel on August 28, 2009. (FAC ¶ 56; Burkhalter Decl. ¶ 9 & Exh. F [Aug. 25, 2009 Email]; Young Decl. ¶¶ 3, 9, Exhs. 1 [Aug. 30, 2009 Email & Assign. Agrmt.], 2 [Aug. 28, 2009 Email], 10 [Sept. 17, 2009 Email].) However, Fresno Motors did not sign the Assignment. (FAC ¶ 61 & Exh. H [Findings & Rec. re Arbit.], at 3.) Negotiations reached an impasse when MBUSA would not provide the Landlord with a guarantee of Fresno Motors’ obligations under the sublease. (FAC ¶¶ 53-55, 102-105; Nelson Decl. ¶ 81; UF No. 29.) Meanwhile, to relieve Asbury of its obligation as a lessee, Fresno Motors attempted to negotiate with the Landlord an assumption of Asbury’s lease or a new lease with an option to purchase the entire premises. (FAC ¶¶ 54, 103-104; Young Decl. ¶ 7 & Exh. 7; Nelson Decl. ¶¶ 31-32.) In late September 2009, negotiations broke down when Asbury made additional demands to Plaintiffs, who declined to comply with the new terms. (FAC ¶ 62; Young Decl. ¶¶ 10-11 & Exhs. 11-12; Nelson Decl. ¶¶ 35-36 & Exhs. Q, U, V; UF No. 33-34.) Asbury terminated the APA thereafter in mid-October 2009. (FAC ¶ 63.) On December 9, 2009, Fresno Motors initiated arbitration proceedings against Asbury and MBUSA. (Findings and Rec. re Arbit., at 3.) Asbury agreed to submit to arbitration while MBUSA declined to do so. (Id.) On December 31, 2009, Fresno Motors filed a petition to compel arbitration against MBUSA in the Eastern District of California (Case No. l:10-cv00012), based on the arbitration provision under the APA. (Id.; Pis.’ Req. Jud. Not., Exh. 1 [Arbit. Pet.].) On March 22, 2010, Magistrate Judge Dennis Beck recommended that Fresno Motors’ motion be denied on the ground that, inter alia, MBUSA — by exercising its right of first refusal — stepped into the shoes of Fresno Motors as buyer of Asbury’s assets, such that “MBUSA became the sole buyer and there were no obligations flowing between MBUSA and Fresno Motors under the APA. Instead, MBUSA agreed to arbitrate any dispute it may have with Asbury, not with Fresno Motors.” (Findings and Rec. re Arbit., at 5-6.) On May 20, 2010, Magistrate Judge Beck’s findings and recommendations were adopted, and judgment was accordingly entered on the same day. (FAC, Exh. H [J. & Order Adopting Findings].) F. Procedural History On September 8, 2011, Plaintiffs brought the instant action against MBUSA in the Northern District of California. (Dkt. No. 1.) Plaintiffs filed the FAC on November 4, 2011. (Dkt. No. 23.) On November 18, 2011, MBUSA filed a renewed motion to dismiss the FAC pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (Dkt. No. 29). On November 30, 2011, the case was transferred to the Eastern District of California, Fresno Division, by the parties’ stipulation and court order. (Ct.Order, Dkt. No. 32, Nov. 30, 2011.) Due to the collective recusal of the District Judges of the Eastern District of California, on December 21, 2011, this action was reassigned to Judge Cormac J. Carney of the Central District of California by the Ninth Circuit pursuant to 28 U.S.C. § 292(b). (Dkt. No. 41.) On January 12, 2012, the Court converted MBUSA’s renewed motion to dismiss to a motion for summary judgment. (Ct.Order, Dkt. No. 52, Jan. 12, 2012.) The Court gave notice of the converted motion to the parties and afforded the parties the opportunity to submit additional evidence in support of their claims. (Id.) The Court ordered MBUSA to file a supplemental response by February 3, 2012, and ordered Plaintiffs to submit a supplemental opposition by February 10, 2012. (Id.) The Court also permitted MBUSA to submit a supplemental reply no later than February 17, 2012. (Id.) Hearing on the converted summary judgment motion was set for February 24, 2012 at 9:00 a.m. (Id.) In their responses, the Court specifically requested that the parties include briefing and additional evidence related to whether Plaintiffs can prove fraudulent concealment, particularly with regarded to the following issues: (1) whether MBUSA had a duty to disclose the contents of the Acknowledgement Agreement and (2) whether “but for” MBUSA’s failure to disclose the Acknowledgment Agreement to Plaintiffs, Plaintiffs would not have engaged in negotiations with the Landlord of the Fresno Dealership premises. (Id.) On February 3, 2012, MBUSA timely filed its converted summary judgment motion. (Dkt. No. 56.) The parties then stipulated to a two-week extension for Plaintiffs to file their opposition to the converted summary judgment motion and to continue the hearing, (Dkt. No. 57), which the Court granted. (CtOrder, Dkt. No. 60, Feb. 9, 2012.) Plaintiffs concurrently filed an ex parte application to extend the time for discovery and present facts under Federal Rule of Civil Procedure 56(d). (Dkt. No. 58.) The Court denied the ex parte application, as the Court determined that Plaintiffs’ claims, including the claim for fraudulent concealment, turn on legal issues that do not require the submission of evidence or facts not already in the parties’ control or custody. (Ct.Order, Dkt. No. 60, Feb. 9, 2012.) Nevertheless, the Court permitted Plaintiffs in their opposition to indicate the specific reasons why additional discovery is necessary to oppose the converted motion. (Id.) On February 27, 2012, Plaintiffs filed a timely opposition to MBUSA’s converted motion, and MBUSA submitted a reply on March 12, 2012. (Dkt. Nos. 61, 67.) On March 23, 2012, the Court heard extended oral arguments from counsel for both parties. III. LEGAL STANDARD The Court may grant summary judgment on “each claim or defense — or the part of each claim or defense — on which summary judgment is sought.” Fed. R. Civ.P. 56(a). The Court may award summary judgment where the pleadings, the discovery and disclosure materials on file, and any affidavits show that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Id.; see also Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S. Ct. 2548, 91 L.Ed.2d 265 (1986). A fact is “material” when its resolution might affect the outcome of the suit under the governing law, and is determined by looking to the substantive law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). “Factual disputes that are irrelevant or unnecessary will not be counted.” Id. A factual issue is “genuine” when there is sufficient evidence such that a reasonable trier of fact could resolve the issue in the nonmovant’s favor. Id. The party seeking summary judgment bears the initial burden of demonstrating the absence of a genuine issue of material fact. Celotex Corp., 477 U.S. at 325, 106 S.Ct. 2548; In re Oracle Corp. Sec. Litig., 627 F.3d 376, 387 (9th Cir.2010). Where the movant bears the burden of proof on an issue at trial, the movant “must affirmatively demonstrate that no reasonable trier of fact could find other than for the moving party.” Soremekun v. Thrifty Payless, Inc., 509 F.3d 978, 984 (9th Cir.2007). In contrast, where the nonmovant will have the burden of proof on an issue at trial, the moving party may discharge its burden of production by either (1) negating an essential element of the opposing party’s claim or defense, Adickes v. S.H. Kress & Co., 398 U.S. 144, 158-60, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970), or (2) showing that there is an absence of evidence to support the nonmoving party’s case, Celotex Corp., 477 U.S. at 825, 106 S.Ct. 2548. Once this burden is met, the party resisting the motion must set forth, by affidavit, or as otherwise provided under Rule 56, “specific facts showing that there is a genuine issue for trial.” Anderson, 477 U.S. at 256, 106 S.Ct. 2505; see also Oracle Corp., 627 F.3d at 387. A party opposing summary judgment must support its assertion that a material fact is genuinely disputed by (i) citing to materials in the record, (ii) showing the moving party’s materials are inadequate to establish an absence of genuine dispute, or (iii) showing that the moving party cannot produce admissible evidence to support its factual position. Fed. R. Civ.P. 56(c)(l)(A)-(B). The opposing party may also object to the material cited by the movant on the basis that it “cannot be presented in a form that would be admissible in evidence.” Fed.R.Civ.P. 56(c)(2). But the opposing party must show more than the “mere existence of a scintilla of evidence,” Anderson, 477 U.S. at 252, 106 S.Ct. 2505, or some “metaphysical doubt” as to the material facts at issue. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S. Ct. 1348, 89 L.Ed.2d 538 (1986). Rather, “there must be evidence on which the jury could reasonably find for the [opposing party].” Anderson, 477 U.S. at 252, 106 S.Ct. 2505. In considering a motion for summary judgment, the Court’s function is not to weigh the evidence and determine the truth of the matter or make credibility determinations, as those are jury functions. Anderson, 477 U.S. at 255, 106 S.Ct. 2505. “The evidence of the nonmovant is to be believed, and all justifiable inferences are to be drawn in his favor.” Id.; see also T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d 626, 630-31 (9th Cir.1987). But conclusory and speculative testimony in affidavits and moving papers is insufficient to raise triable issues of fact and defeat summary judgment. Thornhill Pub. Co. v. Gen. Tel. & Elec. Corp., 594 F.2d 730, 738 (9th Cir.1979). “If the court does not grant all the relief requested by the motion, it may enter an order stating any material fact — including an item of damages or other relief — that is not genuinely in dispute and treating the fact as established in the case.” Fed. R.Civ.P. 56(g). IV. DISCUSSION A. Tortious Interference Plaintiffs assert that MBUSA tortiously interfered with Plaintiffs’ contractual relationship with Asbury and their prospective economic advantage in the Fresno Dealership. (FAC ¶¶ 68-84.) Here, the parties agree that California law applies to the tortious interference claims. The parties also do not take issue with the well-established principle in California that “a stranger to a contract may be liable in tort for intentionally interfering with the performance of the contract.” Pac. Gas & Elec. Co., 50 Cal.3d at 1126, 270 Cal.Rptr. 1, 791 P.2d 587. Nor do the parties take issue with the California Supreme Court’s holding that a tortious interference claim cannot lie against the party to the same contract. Applied Equip. Corp. v. Litton Saudi Arabia Ltd., 7 Cal.4th 503, 514, 28 Cal.Rptr.2d 475, 869 P.2d 454 (1994). Rather, the dispute at issue turns on (i) the meaning of “stranger” for the purposes of asserting a tortious interference claim and (ii) whether or not MBUSA was properly a stranger to the contractual relationship between Plaintiffs and Asbury. MBUSA argues that Plaintiffs’ tortious interference claims fail as a matter of law because MBUSA was not a stranger to the APA, as it had a direct interest and involvement in the contractual relationship between Plaintiffs and Asbury, pursuant to the “not-a-stranger doctrine” under Applied Equipment and Marin Tug & Barge, Inc. v. Westport Petroleum, Inc., 271 F.3d 825 (9th Cir.2001). (Def.’s Mem. in Supp. Mot. to Dismiss, at 10-12.) The crux of Plaintiffs’ argument is that MBUSA — as, admittedly, a nonparty to the APA between Plaintiffs and Asbury — is necessarily a stranger to the contract and is thus subject to the interference claims under the California appellate court’s clarification of the not-a-stranger principle in Woods v. Fox Broadcasting Sub., Inc., 129 Cal.App.4th 344, 28 Cal.Rptr.3d 463 (2005). (Pis.’ Opp’n, at 5-8.) Plaintiffs also rely on Woods for the proposition that nonparties have no right to interfere with another’s contract where they only have a general economic interest in or connection to the contract. (Id. at 8.) The Court finds that under California law, as recognized by the Ninth Circuit, a claim for tortious interference of contract and prospective economic advantage may only lie against “strangers” or interlopers who do not have a direct and significant interest in the plaintiffs contractual relationship with another individual or entity. The Court disagrees with Plaintiffs that a nonparty to a contract is automatically subject to a tortious interference claim. Rather, the Court finds that a tortious interference claim cannot also lie against a nonparty who has a direct economic interest and involvement in the contractual relationship. The not-a-stranger principle, as applied to MBUSA under the undisputed facts, show that MBUSA had a substantial, continuing economic interest and necessary involvement in the APA that was contractually recognized and statutorily protected. 1. Not-A-Stranger Principle In Applied Equipment, the California Supreme Court addressed the issue of whether a party to a contract could be liable in tort for conspiracy to interfere with its own contract. Applied Equip., 7 Cal.4th at 508-509, 28 Cal.Rptr.2d 475, 869 P.2d 454. In that case, the plaintiff, Applied Equipment Corporation (“Applied”), entered into a subcontract with Litton Saudi Arabia Limited (“Litton”) to obtain and supply spare parts that Litton needed to provide military equipment to Saudi Arabia, in exchange for which Applied would be paid a commission. Id. at 508, 28 Cal.Rptr.2d 475, 869 P.2d 454. As part of the contract, Applied agreed to purchase certain tubes from Varían Associates, Inc. (“Varían”), and with Litton’s approval, Applied ordered several tubes. Id. Several months after the order, Litton directly contacted Varían and negotiated a sale of tubes so that Varían would sell some of the tubes to Applied and some of the tubes to Litton at a reduced price, therefore decreasing Applied’s commission. Id. at 508, 28 Cal.Rptr.2d 475, 869 P.2d 454. Applied subsequently filed suit against both Litton and Varían for breach of their respective contract with Applied (i.e., the subcontract and purchase order) as well as for tortious interference with those contracts. Id. The trial court returned a verdict in favor of Applied for contract and tort damages. Id. at 509, 28 Cal.Rptr.2d 475, 869 P.2d 454. Upon appeal, the appellate court rejected Varian’s argument that it could not, as a matter of law, be held liable for tortious interference with its own contract. Id. The California Supreme Court reversed the appellate court’s decision, holding that a claim for tortious interference does not lie against a party to the contract. Id. at 510, 521, 28 Cal.Rptr.2d 475, 869 P.2d 454. The California Supreme Court based its decision, in part, on precedent and longstanding policy, including the “underlying policy of protecting the expectations of contracting parties against frustration by outsiders who have no legitimate social or economic interest in the contractual relationship” and the principle that “[t]he tort duty not to interfere with the contract falls only on strangers — interlopers who have no legitimate interest in the scope or course of the contract’s performance.” Id. at 514, 28 Cal.Rptr.2d 475, 869 P.2d 454. Although Applied Equipment was not specifically cited in Marin Tug, the Ninth Circuit in Marin Tug also invoked and applied the not-a-stranger principle in deciding whether the wrongfulness element of the claim for tortious interference with prospective economic advantage was satisfied. In that case, Marin Tug and Barge Inc., a barge company that transported oil, entered into a contract with a petroleum company that brokered fuel, under which one of Marin Tug’s barges (the “Tenor”) was loaded with oil at Shell Oil’s refinery. Marin Tug, 271 F.3d at 827. After the Tenor was contaminated by Shell Oil, Marin Tug brought suit against Shell and the petroleum company, asserting various contract and tort causes of action. Id. at 827-28. After Marin Tug filed suit, Shell refused to have any further business dealings with Marin Tug and prohibited it from loading fuel at Shell’s refinery, which resulted in not only Shell’s refusal to contract with Marin Tug, but also Marin Tug’s inability to conduct business with third-party fuel brokers and consumers who would have otherwise hired it to transport Shell’s oil. Id. at 828. In response to Shell’s refusal to do business with Marin Tug, Marin Tug amended its complaint to allege intentional interference with prospective economic advantage against Shell. Id. The district court granted summary judgment in favor of Shell on the tortious interference claim, and the Ninth Circuit affirmed, holding that Marin Tug and its owners could not show some unlawful element to satisfy the requisite wrongfulness element for their tortious interference claim. Id. at 834-35. In reaching its decision, the Ninth Circuit relied on three core principles of California tort law, including the principle that “California law has long recognized that the core of intentional interference business torts is interference with an economic relationship by a third-party stranger to that relationship, so that an entity with a direct interest or involvement in that relationship is not usually liable for harm caused by pursuit of its interests.” Id. at 832; see also ViChip Corp. v. Lee, 438 F.Supp.2d 1087, 1097 (N.D.Cal.2006) (“[T]he core of intentional interference business torts is interference with an economic relationship by a third-party stranger to that relationship.”); Nat’l Rural Telecomms. Coop. v. DIRECTV, Inc., 319 F.Supp.2d 1059, 1070 (C.D.Cal.2003) (“[T]he threshold test for determining whether a defendant is not a stranger to an economic relationship and thus cannot be liable for tortious interference, is whether such defendant has a direct interest or involvement in that relationship.”); Exxon Corp. v. Superior Court, 51 Cal.App.4th 1672, 1688, 60 Cal.Rptr.2d 195 (1997) (finding that a gasoline franchisor “has a clear financial interest in its dealers and therefore is privileged to ‘interfere’ with the contract.”); Lowell v. Mother’s Cake & Cookie Co., 79 Cal.App.3d 13, 21, 144 Cal.Rptr. 664 (1978) (invoking the privilege under Restatement of Torts, section 769, that “[o]ne who has a financial interest in the business of another is privileged purposely to cause him not to enter into or continue a relation with a third person in that business if the actor (a) does not employ improper means, and (b) acts to protect his interest from being prejudiced by the relation.”). A defendant has a “direct interest” in a business relationship when the underlying contract cannot exist without the defendant’s participation or cooperation, Marin Tug, 271 F.3d at 834, or when the defendant stands to benefit from the contract’s performance, DIRECTV, 319 F.Supp.2d at 1070. Closely intertwined with the not-a-stranger principle is the fundamental precept that a nonparty to a contractual relationship who nevertheless has a sufficiently direct economic stake in that relationship has a right to protect its own economic interest. See Marin Tug, 271 F.3d at 832 (applying the principle under California law that “the tort of interference with prospective economic advantage was not intended broadly to limit individuals or commercial entities in choosing their commercial relationships, whether their motives in doing so might be — unless those motives are independently unlawful”); see also A-Mark Coin v. Gen’l Mills, Inc., 148 Cal.App.3d 312, 324, 195 Cal.Rptr. 859 (1983) (stating that “in the absence of prohibition by statute, illegitimate means, or some other unlawful element, a defendant seeking to increase his own business may ... enter into secret negotiations behind the plaintiffs back, refuse to deal with him ... or even refuse to deal with third parties unless they cease dealing with the plaintiff, all without incurring liability”). 2. Woods v. Fox Broadcasting Sub., Inc. Plaintiffs do not contest that MBUSA had a direct economic interest or involvement in the APA or in the business relationship between Plaintiffs and Asbury. Rather, Plaintiffs argue that MBUSA has misinterpreted the not-a-stranger principle under Applied Equipment in light of the purported clarifications of the case by the California appellate court in Woods. Plaintiffs argue that Applied Equipment and Woods support the proposition that because MBUSA was admittedly a nonparty to the APA between Plaintiffs and As-bury, it is necessarily a stranger, such that it is liable for tortious interference without any immunity. (Pis.’ Opp’n, at 6.) The Court disagrees. The California appellate court in Woods revisited Applied Equipment and criticized the application of the not-a-stranger principle in Marin Tug. In Woods, the plaintiffs, officers and employees of Fox Family Worldwide, Inc. (“Fox Family”), brought suit against the company’s major shareholder in connection with the sale of the company. Woods, 129 Cal.App.4th at 348, 28 Cal.Rptr.3d 463. The plaintiffs’ contract with Fox Family bound the company to certain stock options they held, and in turn, the contract required the plaintiffs to sell their stock options in the event that one of the major shareholders sold his interest in the company and in such a manner that guaranteed them 1% of the sale price of that interest. Id. at 347-48, 28 Cal.Rptr.3d 463. Fox Family was eventually sold to Walt Disney Co. (“Disney”). Id. at 348, 28 Cal.Rptr.3d 463. Certain obligations assumed by Disney decreased the sale price, and as a result, the plaintiffs’ stock option buyout rights were substantially reduced. Id. at 348, 28 Cal. Rptr.3d 463. The plaintiffs claimed that the major shareholder engineered the Fox Family-Disney deal in such a way as to cut its losses and unload undesirable obligations, with knowledge of the plaintiffs’ stock option rights and with the intent to interfere with those rights. Id. Based on these allegations, the plaintiffs brought tortious interference claims against the major shareholder. Id. The shareholder later demurred to these claims on the basis that, as a holder of just under half of Fox Family stock, it was not a stranger to the plaintiffs’ contracts with the company and therefore could not, as a matter of law, be liable for interfering with those contracts. Id. at 349, 28 Cal.Rptr.3d 463. The trial court sustained the demurrer and found that the major shareholder was not a stranger under Applied Equipment. Id. at 349, 28 Cal.Rptr.3d 463. The appellate court reversed the trial court’s decision, finding “it highly unlikely that Applied Equipment intended to hold, or should be construed as holding, that persons or entities with an ownership interest in a corporation are automatically immune from liability for interfering with their corporation’s contractual obligations.” Id. at 353, 28 Cal.Rptr.3d 463. In reaching its decision, the appellate court focused on Applied Equipment’s use of the phrase “outsiders who have no legitimate social or economic interest in the contractual relationship,” as being only dicta and a “mystery,” with no apparent connection to the issue before the appellate court. Id. at 352, 353, 28 Cal.Rptr.3d 463. The Woods court concluded that when the Applied Equipment court used the term “stranger to a contract,” it did so interchangeably with the terms “noncontracting parties.” Id. at 353, 28 Cal.Rptr.3d 463. The appellate court also rejected the interpretation that the quoted language meant that “not only were contracting parties immune from interference claims, so too were another class of defendants who, although not parties to a contract, were not true ‘strangers’ to the contract because they had some general interest in the contractual relationship.” Id. at 352, 28 Cal.Rptr.3d 463. While this Court agrees with the Woods court that the issue before the Applied Equipment court concerned liability of a party for interfering with its own contract, the Court does not believe that the phrase “outsiders who have no legitimate social or economic interest in the contractual relationship” was only dicta or an arbitrary turn of the phrase used by the California Supreme Court. The Applied Equipment court based its holding on a longstanding underlying policy, as noted by the Ninth Circuit in Mañn Tug. The Woods court did not reject this policy; rather, the court refused to apply it to the particular circumstances of the case before it in light of existing precedent involving shareholder liability for interfering with contracts between the company and third parties. See Woods, 129 Cal.App.4th at 353, 28 Cal.Rptr.3d 463 (“In short, neither Applied Equipment nor any of the authorities it relied upon when discussing the liability of third parties arose from factual settings like the one here — -where a powerful shareholder allegedly interferes in a contract between the corporation whose shares it owns and some other person or entity.”) Notably, the Woods court does not account for the clear statement just below the quoted language in Applied Equipment: “The tort duty not to interfere with the contract falls only on strangers — interlopers who have no legitimate interest in the scope or course of the contract’s performance.” Applied Equipment, 7 Cal.4th at 514, 28 Cal.Rptr.2d 475, 869 P.2d 454. This statement suggests that the California Supreme Court deliberately applied the not-a-stranger principle and determined that parties to a contract — who clearly do have a legitimate interest in the underlying contract — are not strangers to that contract and so cannot be held liable for interference. Likewise, the Woods court minimized the Ninth Circuit’s observations of the not-a-stranger principle in Mann Tug and read that case as being limited to an evaluation of the wrongfulness element of the claim for tortious interference with prospective economic advantage. Woods, 129 Cal.App.4th at 355, 28 Cal.Rptr.3d 463 (“[W]e conclude that Marin Tug did no more than evaluate the wrongfulness of Shell’s conduct in the context of its relationships with Marin Tug and the tug company’s customers and was not extending immunity from contract interference claims to an even broader, more attenuated class of persons.”) However, the California appellate court also does not account for the Ninth Circuit’s clear exposition of the core principles of California law relevant to tortious interference claims that undergirded the Ninth Circuit’s analysis, including the not-a-stranger principle, which the Court finds applicable here. See Marin Tug, 271 F.3d at 832. Nor is the not-a-stranger principle being applied in this case to an attenuated class of persons, but, as explained below, to a manufacturer/distributer that had a substantial, continuing economic interest and necessary involvement in the contractual relationship between a prospective dealer and an existing one. The Woods court and Plaintiffs further point to a caveat raised by the California Supreme Court in Applied Equipment. In holding that a party to a contract could not be liable for tortious interference, the California Supreme Court noted the following: “Nothing we have said suggests that Litton may not be held liable for direct interference with the Applied/Varian purchase order (to which it was not a party) or that Varían may not be held liable for direct interference with the Applied/Litton subcontract (to which it was not a party), provided that each of the elements of the tort of interference with contract is satisfied.” Applied Equipment, 7 Cal.4th at 521, 28 Cal.Rptr.2d 475, 869 P.2d 454. The California Supreme Court indicated that its holding did not foreclose the possibility that Litton or Varían, as nonparties, could be held liable for tortious interference of the other’s contracts, i.e., the purchase order and subcontract, respectively, provided that it satisfy each of the elements of tortious interference. However, the California Supreme Court did not affirmatively rule — as Plaintiffs erroneously insist in focusing on this language — that Litton and Varían could, in fact, be held liable for tortious interference of the other’s contract with Applied. (See Pis.’ Opp’n, at 7; see also Woods, 129 Cal.App.4th at 353 nn. 9, 10, 28 Cal.Rptr.3d 463.) Rather, the California Supreme Court explicitly declined to analyze this issue, stating: “We offer no opinion as to whether those elements [of tortious interference] can be satisfied in this case; we hold only that Varían may not be held liable to Applied for conspiracy to interfere with Varian’s own contract — the Applied/Varian purchase order.” Applied Equipment, 7 Cal.4th at 521, 28 Cal.Rptr.2d 475, 869 P.2d 454. Based on its reading of Applied Equipment, the Woods court determined that Applied Equipment did not overrule the line of cases that owners or officers of a business entity could be held liable for interference with that entity’s contracts, subject to the defense of privilege. Id. at 353, 28 Cal.Rptr.3d 463. Thus, the Woods court concluded that Applied Equipment left intact the long-held “rule that owners and managers may be held liable in tort for contractual interference when they were not acting to protect the interest of the contracting party.” Id. at 353, 28 Cal. Rptr.3d 463 (citation omitted). This rule is simply inapposite here. The instant case concerns whether a nonparty to a contract (a car manufacturer/distributor) may be nevertheless immune to tortious interference claims because of substantial economic interests in the underlying contract and business relationship involving the plaintiff (prospective transferee) and a third party (existing dealer). Even if the Court accepts Plaintiffs’ reading of Applied Equipment as holding that mere economic interest is insufficient to shield a nonparty from a tortious interference claim, it does not govern situations where, as here, MBUSA alleges not some generalized economic interest, but a substantial, continuing interest that was contractually and statutorily protected. The California Supreme Court has not offered any exposition on the degree of interest that a nonparty must have in a contract or business relationship to be a nonstranger. Nor has the California Supreme Court or any California appellate court that the Court is aware of analyzed the not-a-stranger principle specifically within factual circumstances that, as here, involve a car manufacturer/distributor’s purported tortious interference of a contractual relationship between an prospective dealer and an existing one. In this situation, the Court must approximate how the California Supreme Court would adjudicate the issues. See Aetna Cas. & Sur. Co. v. Sheft, 989 F.2d 1105, 1108 (9th Cir. 1993) (“When a decision turns on applicable state law and the state’s highest court has not adjudicated the issue, a federal court must make a reasonable determination of the result the highest state court would reach if it were deciding the case.”); accord Kona Enters., Inc. v. Estate of Bishop, 229 F.3d 877, 885 n. 7 (9th Cir.2000). Furthermore, “[i]n the absence of a pronouncement by the highest court of a state, the federal courts must follow the decision of the intermediate appellate courts of the state unless there is convincing evidence that the highest court of the state would decide differently.” Owen By and Through Owen v. U.S., 713 F.2d 1461, 1464 (9th Cir.1983) (citations and quotes omitted). Here, applying the not-a-stranger principle, the Court believes that the California Supreme Court would find that MBUSA was not a stranger to the APA, given MBUSA’s inextricable economic interest and involvement in the APA, as discussed more fully below. The Court also does not believe that the California appellate court’s decision in Woods is binding on this Court in light of the Court’s analysis of that case. 3. MBUSA’s Direct Interest and Involvement MBUSA argues that it was not a stranger to the contractual relationship between Plaintiffs and Asbury for three reasons: (1) the entire purpose of the APA was to transfer Asbury’s Fresno Dealership assets to Plaintiffs, who would then sell and service vehicles purchased from MBUSA and operate under dealer agreements with MBUSA, provided that MBUSA approved Fresno Motors as its authorized dealer; (2) a “symbiotic economic relationship” necessarily existed between MBUSA (distributor) and As-bury/transferee (dealer); and (3) MBUSA had a preexisting contractual right to interfere with the APA, based on the right of first refusal provision in the Dealer Agreements with Asbury and MBUSA’s right to review and approve any transfer of the Fresno Dealership. (Id. at 11-12.) Plaintiffs do not offer any argument or evidence controverting MBUSA’s significant, economic interest in the relationship between Asbury (MBUSA’s existing dealer) and Plaintiffs (a prospective new one). Plaintiffs only contend that the three grounds proffered by MBUSA for why it was not a stranger to the APA still does not change the fact that it was a nonparty to the APA. (Pis.’ Opp’n, at 14-15.) As explained above, however, MBUSA’s status as a nonparty does not necessarily mean that it is subject to a claim for tortious interference. While “[i]t is axiomatic ... that there can be no action for inducement of breach of contract against the other party to the contract,” Shoemaker v. Myers, 52 Cal.3d 1, 24, 276 Cal.Rptr. 303, 801 P.2d 1054 (1990), it is not true that a nonparty to the contract — by mere virtue of its status as a nonparty — is categorically subject to a claim for tortious interference. A claim for tortious interference may still not lie against a nonparty who has a sufficiently “direct interest and involvement” in the contractual relationship. Mann Tug, 271 F.3d at 833. Based on the undisputed facts, the Court finds that MBUSA had a substantial, continuing economic interest and necessary involvement in the APA between Asbury and Plaintiffs, such that it was not a stranger to their contractual relationship. It is uncontested that Fresno Motors could not purchase Asbury’s assets of the Fresno Dealership under the APA without MBUSA’s written approval, consent, and release. The APA expressly required, on or before the closing date, that Selma Motors (and later Fresno Motors as the assignee) obtain MBUSA’s approval to be the authorized dealer of Mercedes-Benz vehicles. (APA, at 7, sec. 7.03.) In fact, the extent of MBUSA’s role, as the manufacturer/distributor in approving or disapproving a prospective dealer, is codified and regulated under Vehicle Code sections 11713.3(d)(2)(A), (B). As Plaintiffs allege, Plaintiffs had to communicate with and submit application materials to MBU-SA in the process of obtaining approval as an authorized Mercedes-Benz dealer. (FAC ¶¶ 8, 13-15.) The APA also included, as a condition precedent, that Asbury obtain MBUSA’s consent and release of its existing Dealer Agreements with MBUSA. (APA, at 7, sec. 8.03.) Thus, MBUSA’s involvement was both necessary and integral to the consummation of the transaction contemplated by Plaintiffs and Asbury under the APA. It is also uncontested that Plaintiffs’ entire purpose of entering into the APA was to purchase Asbury’s assets of the Fresno Dealership and thereby sell and service Mercedes-Benz vehicles as an authorized dealer of MBUSA. The closing of the APA would then, in effect, create a continuing manufacturer-dealer relationship between MBUSA and Fresno Motors with certain duties and rights flowing to each under their dealership agreements and the California Vehicle Code. For example, pursuant to the standard provisions incorporated in MBUSA’s dealer agreements, the parties would have to adhere to detailed guidelines regarding the acquisition, delivery, and inventory of Mercedes-Benz vehicle products; the dealer’s marketing and sales of Mercedes-Benz vehicles; the dealer’s service obligations, along with MBUSA’s obligations to provide service manuals and materials and field personal assistance; the dealer’s service and parts organization requirements; the dealer’s customer satisfaction obligations; the dealer’s location and facilities requirements; MBUSA’s warranty obligations; the dealer’s financing, capital, and accounting requirements; and the dealer’s sales reporting requirements. (PCDA, at 1-20; LTDA, at 1-20.) The dealer agreements would also enable MBUSA to monitor the dealer’s performance by periodically evaluating the dealer’s service and parts performance, the dealer’s customer satisfaction performance, and the dealer’s facilities as well as by inspecting the dealer’s accounts and records on a reasonable basis. (PCDA, at 12-15, 19-20; LTDA, at 12-15, 19-20.) As true of the manufacturer-distributor relationship, a “symbiotic economic relationship” would necessarily exist between MBUSA and Fresno Motors. (See Def.’s Mem. in Supp. Mot. to Dismiss, at 11-12; see also PCDA at 36 & LTDA at 37 (“This Agreement is entered into by and between MBUSA and Dealer for their sole and mutual benefit.”); PCDA at 6-7 & LTDA at 7 (“Dealer and MBUSA agree that customer satisfaction and the future growth of their respective businesses is substantially dependent upon the ability of owners of Mercedes-Benz [passenger cars/light trucks] to obtain high-quality servicing from Dealer.”).) As true of MBUSA’s and Asbury’s business relationship, MBUSA would need to depend on Fresno Motors’ performance in operating the authorized dealership, and in turn, Fresno Motors would need to rely on MBUSA’s distribution of Mercedes-Benz vehicles to operate the dealership. MBUSA thereby had a substantial economic interest in the APA because it would create a manufacturer-dealer relationship with Fresno Motors — a business relationship that is closely intertwined and extensively regulated by statute. The factual circumstances of Marin Tug are also instructive here. In holding that Marin Tug and its owners could not show some unlawful element to satisfy the requisite wrongfulness element for their tortious interference claim, the Ninth Circuit noted the following: “Shell’s actions were, at bottom, simply a refusal to deal with Marin Tug, and therefore presumptively valid ... absent some unlawful element,” and that it was “not dissuaded from this conclusion by the fact that in some instances the actual contracts were between Marin Tug and the buyer, not with Shell. Such contracts, no less than those in which Marin Tug contracted directly with Shell, required direct, active involvement by Shell-the loading of Shell oil onto Marin Tug’s barges.” Id. at 834 (emphasis added). “Because the economic relationship between Marin Tug and the buyer of any Shell oil shipped on Marin Tug’s barges depended] on Shell’s cooperation,” the Ninth Circuit found that “Shell is not easily characterized as a stranger to that relationship.” Id. Furthermore, the Ninth Circuit observed, as demonstrated by the underlying dispute giving rise to the lawsuit, Marin Tug and Shell had a “mutual economic interest in delivering the oil safely and cleanly, and were dependent upon each other to do so.” Id. “In this situation, there is nothing wrongful under California law about the means Shell chose to advance its interests, a simple refusal to deal -with Marin Tug or to load its oil on Marin Tug’s barges.” Id. Likewise, here, MBUSA had a direct, active role in the contractual relationship between Plaintiffs and Asbury — the distribution of Mercedes-Benz vehicles to the Fresno Dealership for sale, lease, and maintenance. The contractual relationship between Plaintiffs and Asbury further depended on MBUSA’s cooperation, i.e., its explicit approval of Fresno Motors as an authorized Mercedes-Benz dealership and consent and release of Asbury’s Dealer Agreements under the APA. Moreover, as in Marin Tug, Asbury and MBUSA had a mutual economic interest in distributing and selling Mercedes-Benz vehicles to consumers and, as a distributor and dealer, were dependent on the other in furthering their economic interest. In fact, MBU-SA’s interest and involvement in Plaintiffs’ and Asbury’s contractual relationship moves well beyond that in Marin Tug, given the necessity of MBUSA’s approval of the transfer of interest, which was contractually built into the APA, and MBU-SA’s prospect of entering a long-term, interdependent business relationship with Fresno Motors. There is yet another compelling reason for not viewing MBUSA as a stranger to the APA: MBUSA had a preexisting contractual and statutory right to interfere with that contract. Under MBUSA’s Dealer Agreements with Asbury, MBUSA had a right of first refusal or option to purchase the Fresno Dealership assets that superseded the dealer’s right to transfer interest or ownership of the dealership. (PCDA, at 21-28; LTD A, at 21-23.) MBUSA’s right of first refusal permitted it “to assume the buyer’s rights and obligations” under the APA. (PCDA, at 22; LTDA, at 22.) The Vehicle Code also recognizes a manufacturer’s right of first refusal under certain conditions. Cal. Veh. Code § 11713.3(t). The right of first refusal permits MBUSA to step into the shoes of the prospective buyer and assume all obligations and rights, such that it displaces the buyer in the sale agreement. In other words, by exercising its right of first refusal, MBUSA becomes a party to the contract vis-á-vis the existing dealer (Asbury), so that it cannot be said that under Applied Equipment MBUSA is a stranger to the APA. To hold MBUSA liable for tortious interference for exercising