Full opinion text
OPINION OF THE COURT BECKER, Chief Judge. This is an extremely complicated motor vehicle dealer franchise termination case marked by disputes over what is known in the industry as “dualing,” i.e., the acquisition by an automobile franchisee of a franchise of a different manufacturer. This case comes before us on appeal from a series of orders entered by the District Court for the District of New Jersey in a declaratory judgment action arising out of a franchise termination. The plaintiff is General Motors Corporation, Chevrolet Motor Division (GM), the franchisor. In 1998, GM notified the defendant, New AC Chevrolet, Inc. (New AC), a dealer in Jersey City, New Jersey, that its franchise agreement would be terminated. As the basis for its termination decision, GM pointed to New AC’s insistence on adding a “dualed” Volkswagen franchise to its dealership business despite GM’s repeated objections to such an addition. In its suit, GM sought a declaration that the proposed termination was in compli-anee with the parties’ dealer agreement, which forbade the addition of other vehicle lines without GM’s prior written authorization; the federal Automobile Dealers Day-in Court Act (ADDCA), 15 U.S.C. §§ 1221-25; and New Jersey’s Franchise Practices Act (NJFPA), N.J. Stat. Ann. §§ 56:10-1 to 56:10-15. In its response, New AC asserted that the planned termination was actually part of GM’s predetermined design to remove New AC as a Chevrolet franchisee, and to have another dealer serve as its exclusive Chevrolet distributor in Jersey City. Consequently, New AC filed a counterclaim, alleging essentially that GM’s decision to terminate New AC’s franchise, as well certain other of its actions toward New AC, ran afoul of the expressed and implied terms of the franchise agreement, the ADDCA, and the NJFPA. Although New AC’s appeal takes issue with the entire series of orders entered by the District Court during the two-year course of this litigation, New AC’s most significant challenges are made in connection with two orders — the January 13,1999 order dismissing inter alia Counts One and Four of New AC’s counterclaim on Fed. R. Civ. Pro. 12(b)(6) grounds, and the March 8, 2000 order granting summary judgment in GM’s favor on the ADDCA, NJFPA, and state contract law claims, see General Motors Corp. v. New A.C. Chevrolet, Inc., 91 F.Supp.2d 733 (D.N.J.2000). We first take up New AC’s challenge to the March 8, 2000 summary judgment order, for the issues raised in connection with this challenge bear directly on the core of the dispute between GM and New AC, and require us to examine the nature of the relationship between an automobile franchisor and franchisee. In pertinent part, the March 8, 2000 order determined: (1) that there was no genuine issue that New AC committed a material breach of the franchise agreement by insisting on the operation of a Volkswagen vehicle line on its dealership premises; and (2) that GM possessed the “good cause” necessary for a lawful franchise termination under § 56:10-5 of the NJFPA. See id. at 738-39, 740-41. With respect to New AC’s challenges to the March 8, 2000 order, we first reject New AC’s contention, stressed at oral argument, that its addition of a Volkswagen line did not constitute a breach of its franchise agreement with GM because Volkswagen sales and service were offered at a separate dealership location and facility. We do not think the facts of this case support such a contention. We further conclude that there is no genuine issue as to the materiality of this breach. A breach is material if it will deprive the injured party of the benefit that is justifiably expected under the contract, and, in this case, GM’s justifiable expectation is best evidenced by the mutually agreed upon provisions of the dealer agreement that proscribe New AC from offering a “dua-led” vehicle line without GM’s prior written authorization. The most significant challenge that New AC raises in connection with its appeal of the March 8, 2000 summary judgment order, a contention also heavily emphasized at oral argument, concerns § 56:10-5 of the NJFPA. As noted above, this statutory provision supplements all private franchise agreements in New Jersey by directing that termination occur only if the franchisor possesses “good cause.” N.J. Stat. Ann. § 56:10-5. It defines “good cause” as “failure by the franchisee to substantially comply with those requirements imposed upon him by the franchise.” Id. Although § 56:10-5, by its terms, appears to define “good cause” only by reference to the actions of the franchisee, New AC argues that the franchisor must also act in good faith in order to possess the “good cause” necessary for termination under § 56:10-5. Because the District Court, in its March 8, 2000 opinion, took the (contrary) position that a franchisor’s good faith was irrelevant to the “good cause” inquiry, see General Motors Corp., 91 F.Supp.2d at 740 n. 10, New AC submits that the Court’s decision should be reversed. We assume arguendo, as New AC would like us to do, that under New Jersey franchise law, a franchisor’s motivation in effecting a franchisee’s termination is relevant to the “good cause” inquiry. Put another way, we assume that a franchisor will not possess the “good cause” required for termination by § 56:10-5 unless it also makes that decision in good faith. Nonetheless, we conclude that New AC has failed to furnish the record evidence necessary to create a genuine issue that GM acted in bad faith (or with an improper motive) in terminating New AC’s Chevrolet franchise. New AC’s argument for GM’s bad faith centers primarily on what we will call the “Project 2000” or “Plan 2000” theory; the central aspect of this theory is the contention that GM’s decision to terminate New AC, ostensibly for its “dualing” of a Volkswagen line, was part of its predetermined decision to strip New AC of its Chevrolet franchise, and to have another dealer serve as GM’s exclusive Chevrolet franchisee in Jersey City. Examining the record evidence put forth by New AC in support of the “Project 2000” theory, we do not think it suffices to create a genuine issue as to GM’s bad-faith motivation. Because we conclude that New AC’s “dualing” of a Volkswagen franchise constituted a material breach of its dealer agreement (and represented substantial noncompliance with its franchise obligations), and because we find that New AC failed to create a genuine issue as to GM’s bad faith, we will affirm the District Court’s March 8, 2000 order in all respects. We then turn to New AC’s challenges to the January 18, 1999 dismissal order, which primarily require us to construe the allegations that New AC set forth in its counterclaim. Here, New AC’s first objection is to the District Court’s dismissal of Count One of its counterclaim, which alleges that GM violated the provisions of the ADDCA. The ADDCA is a federal remedial statute, enacted to redress the bargaining disparity between large automobile manufacturers and local dealerships. The ADDCA generally requires a manufacturer to act in “good faith” in its relations with its dealers, see 15 U.S.C. § 1222, and defines “good faith” narrowly as precluding “coercion, intimidation, or threats of coercion or intimidation,” id. at § 1221(e). In reviewing the District Court’s Fed. R. Civ. Pro. 12(b)(6) dismissal of New AC’s ADDCA counterclaim, we begin by clarifying the type of automobile manufacturer conduct that constitutes coercion or intimidation. We have previously stated that the type of coercion or intimidation rendered actionable by the ADDCA occurs only when the manufacturer makes a “wrongful demand which will result in sanction if not complied with.” Buono Sales, Inc. v. Chrysler Motors Corp., 449 F.2d 715, 724 (3d Cir.l971)(internal quotations and citations omitted). We now explain that while a manufacturer does not make a wrongful demand if it merely insists that the dealer comply with a reasonable obligation imposed by the franchise agreement, a dealer can state a claim for relief under the ADDCA by alleging that the manufacturer’s reliance on those objectively reasonable provisions is, in fact, motivated by a pretextual, bad-faith reason. Applying this standard to the facts as alleged in New AC’s counterclaim, we conclude that New AC adequately stated a claim for relief under the ADDCA based on GM’s approval of the relocation of a competing Chevrolet franchisee, and its decision to terminate New AC due to the latter’s “dualing” of a Volkswagen line. However, we do not think that our conclusion necessitates setting aside the District Court’s dismissal of Count One of New AC’s counterclaim, as New AC was not prejudiced by the District Court’s erroneous dismissal of these claims. New AC had a full and fair opportunity to discover and present evidence supporting these claims to the District Court, either because GM’s declaratory judgment action presented a mirror image of the claim which remained alive in the litigation and was ultimately adjudicated by the District Court, or because the claim was inextricably linked to New AC’s “Project 2000” theory of bad faith, with respect to which New AC’s record evidence failed to create a genuine issue of material fact. New AC also contests the District Court’s dismissal of Count Four of its counterclaim, which alleges inter alia that GM’s actions violated the implied duty of good faith and fair dealing by predetermining the outcome of its management review process, and by approving the relocation of a competing Chevrolet franchisee. Examining the pertinent allegations made in New AC’s counterclaim, we first conclude that New' AC failed to make the factual allegations necessary to support a claim that such an implied duty was breached when GM predetermined the outcome of its management review process. We then turn to the more significant question of whether such a duty of good faith even arises under Michigan law — the state law that the parties agree is applicable to the resolution of this issue — in connection with GM’s decision to authorize the relocation of a competing Chevrolet franchisee. Under Michigan state contract law, “[wjhere a party to a contract makes the manner of its performance a matter of its own discretion, the law does not hesitate to imply the proviso that such discretion be exercised honestly and in good faith.” Burkhardt v. City Nat’l Bank of Detroit, 57 Mich.App. 649, 226 N.W.2d 678, 680 (1975). We conclude that the pertinent franchise agreement provision, which commits such a relocation decision to the sole discretion of GM, gives rise to an implied duty of good faith. Nonetheless, we believe that the District Court’s decision to the contrary does not mandate reversal of the District Court’s 12(b)(6) dismissal, as New AC had a full and fair opportunity to obtain and present evidence establishing GM’s bad faith but failed to do so adequately. Aside from these principal issues, New AC brings a series of less significant challenges to the other orders entered by the District Court during the life span of this litigation. We resolve these issues summarily, with brief commentary, infra at note 25, and hold that none warrant reversal of any of the District Court’s orders. We thus affirm the decision of the District Court in all respects. I. A. Factual Background New AC is a New Jersey corporation operating as an automobile dealer in Jersey City. GM is a Delaware corporation engaged in the manufacture and distribution of automobiles and automobile parts and accessories. Chevrolet is a division of GM. New AC commenced business as a Chevrolet franchisee in 1983. New AC’s dealership was then, and continues to be today, located at 3085 Kennedy Boulevard in Jersey City. The present litigation is not the first between GM and New AC; the two companies earlier sparred over the relocation of a competing Chevrolet franchise, the DiFeo Chevrolet dealership (DiFeo). Because the events surrounding DiFeo’s relocation are relevant to certain issues on this appeal, we set forth the key-facts. In 1992, New AC and Bell Chevrolet were the only two Chevrolet franchises located in Jersey City, and both had dealerships situated along Kennedy Boulevard. In November of 1992, DiFeo acquired Bell Chevrolet (one month later, DiFeo itself was acquired by United Auto Group, although it continued to operate under the DiFeo name), and moved the dealership to Clendenny Avenue. In 1995, DiFeo sought to relocate its Chevrolet franchise yet again, this time to a location on Route 440 in Jersey City, and sought GM’s permission for the move. Because Route 440 was apparently a more commercially attractive site, GM approved the relocation, and informed New AC that the DiFeo franchise would be moving to a location on Route 440. Concerned that DiFeo’s relocation would damage its dealership business, New AC challenged the move both at the administrative level and before the Superior Court of New Jersey. New AC did not prevail, either in the administrative proceedings or in the Superior Court, see New AC. Chevrolet, Inc. v. Chevrolet Div. of Gen. Motors Corp., 297 N.J.Super. 326, 688 A.2d 116 (1997), and DiFeo’s 1995 relocation to the Route 440 site was allowed to proceed. We turn now to the facts of the present litigation. At all relevant times, the franchise relationship between GM and New AC was governed by a series of standardized Chevrolet “Dealer Sales and Service Agreements,” which fix the rights and obligations of franchisor GM and franchisee New AC, and are renewable every five years. At the time of GM’s termination decision, the operative “Dealer Sales and Service Agreement” was one that had become effective on November 1, 1995 (Dealer Agreement). The specific provisions of the Dealer Agreement will be canvassed in more extensive fashion below, as they become pertinent to the analysis of this appeal. For present purposes, however, the most important provision is Article 4.4.2 of the Dealer Agreement, which requires the franchisee to obtain prior written permission from GM before altering the location or the use of its dealership premises, and identifies the addition of a different vehicle line as an alteration covered by this approval requirement: “No change in location or in the use of Premises, including addition of any other vehicle lines, will be made without Division’s [i.e., GM’s] prior written authorization.” The events directly leading up to the present litigation commenced when New AC decided to supplement its then-existing dealership business by adding a Volkswagen line of vehicles. In late December 1995, New AC submitted applications for a franchise to Volkswagen of America, Inc. (Volkswagen). Volkswagen approved New AC’s request, and on February 23, 1996, New AC signed a letter of intent with Volkswagen agreeing to serve as an authorized Volkswagen dealer in Jersey City. About five weeks after executing the letter of intent, New AC first informed GM, by letter, of its plans to operate a Volkswagen franchise as part of its dealership business. In response, GM requested that New AC supply further information concerning the planned Volkswagen franchise, and submit a proposed Location and Premises Addendum which would identify the space at New AC’s Kennedy Boulevard dealership that would be allocated to GM uses and the space that would allocated to Volkswagen uses. Furthermore, GM specifically reminded New AC that Article 4.4.2 of the Dealer Agreement governs New AC’s ability to add new vehicle lines to its dealership business. New AC replied about two weeks later, maintaining that it planned to keep the physical space and personnel devoted to Volkswagen sales and servicing separate and distinct from the space and personnel responsible for GM sales and service. In addition, New AC provided the proposed Location and Premises Addendum. The proposed Addendum represented that the total space at the Kennedy Boulevard dealership then-assigned to GM use would be decreased by 1,000 square feet, which would be re-allocated to Volkswagen use. After reviewing the materials furnished by New AC, GM denied New AC’s request for the addition of a Volkswagen line of vehicles. By way of explanation, GM noted that its dealer strategy “generally disfavors dualing of GM lines with the vehicle lines of another manufacturer;” it also identified New AC’s deficiencies as a dealer in four areas: capitalization, sales performance, customer satisfaction, and training, and stated GM’s concern that the addition of a Volkswagen line would exacerbate these deficiencies. New AC reacted to this denial by asking for non-binding management review of the decision, in accordance with GM’s internal grievance procedure, as detailed in the GM handbook entitled “Dispute Resolution Process for Chevrolet, Pontiac, Oldsmobile or GMC Truck Dealers.” GM conducted the requested management review, but informed New AC that its denial of the Volkswagen line addition would stand. New AC then asked GM to reconsider and represented that it had improved the deficiencies in its capitalization, sales performance, customer satisfaction, and training that GM had earlier observed. Again, GM stood by its denial, stressing its general policy against “dualing of GM lines with those of another manufacturer.” Again, GM pointed New AC to its obligations under Article 4.4.2 of the Dealer Agreement, stating: “[P]lease be reminded that any change to, or in the use of, a dealer’s facility requires the prior written approval of the division.” Despite GM’s denials, New AC proceeded with its plans to add a Volkswagen line of vehicles at the Kennedy Boulevard dealership. GM officials learned that New AC had begun operating a Volkswagen franchise around January 1997. On January 15, 1997, Daniel Durkin, GM’s Zone Manager for the area including Jersey City, wrote to New AC informing the franchisee that it was in material breach of the Dealer Agreement due to its “addition of the Volkswagen franchise without obtaining General Motors written approval,” as required under Article 4.4.2 of the Dealer Agreement. Durkin warned New AC that “if this serious situation is not satisfactorily resolved or corrected within 30 days from your receipt of this letter, then Chevrolet Motor Division may elect to terminate the Dealer Agreement and cease all business relationships with your dealer company.” Durkin sent a second letter of warning to New AC about one month later, on February 11, 1997, stressing that “[t]he only rectification acceptable to Chevrolet is for The New A.C. Chevrolet to remove Volkswagen from the Chevrolet premises, which can be accomplished by providing completely separate sales and service facilities for Volkswagen.” GM’s interactions with New AC during this period were not, however, limited to the sending of warning letters. Around June of 1997, in an apparent attempt to arrive at a mutually satisfactory compromise avoiding the termination of New AC’s Chevrolet dealership, Durkin suggested that New AC consider offering Oldsmo-biles, manufactured by another GM division, as a second line of vehicles at the Kennedy Boulevard location. According to Durkin, the DiFeo dealership, the other Chevrolet franchisee operating in Jersey City, was in the process of relinquishing both its Chevrolet and Oldsmobile franchises. Durkin recommended that New AC explore the possibility of acquiring the soon-to-be relinquished Oldsmobile franchise, and indicated that GM would support the addition of Oldsmobile to New AC’s dealership under the appropriate circumstances. Durkin mentioned that GM hoped for a dealership presence around Route 440, a more centralized commercial location in Jersey City, and that, to that end, GM was pursuing a lease option on property in the Route 440 vicinity. Dur-kin suggested that GM would be willing to offer financial support to New AC to develop the Route 440 property as a satellite location for a “dualed” Chevrolet/Oldsmobile dealership, or to convert New AC’s existing Kennedy Boulevard facility into one better suited for the sale and service of “dualed” Chevrolet and Oldsmobile lines. Although GM offered this compromise, it remained steadfast in its insistence that New AC abandon its Volkswagen franchise. At the same time that Durkin suggested that GM would support the addition of an Oldsmobile line, he made clear to New AC that the continuation of the Volkswagen franchise was not a workable option: “Under any circumstances, whether or not you choose to pursue the opportunities outlined above, the continued unauthorized presence of Volkswagen at your current location remains an unacceptable violation of your Dealer Sales and Service Agreement.” In addition, throughout the summer and fall of 1997, GM repeatedly sent letters to New AC reiterating that New AC’s continued operation of the Volkswagen franchise was in violation of the Dealer Agreement. Throughout the summer and fall of 1997, New AC and GM explored the viability of the proposed Oldsmobile compromise. GM investigated the possibility of leasing various sites along the Route 440 corridor, and repeatedly extended the deadline for New AC to accept or reject the Oldsmobile compromise. Ultimately, this proposed plan fell through when GM informed New AC that it was unable to complete leasing arrangements for the Route 440 sites it had contemplated, and when New AC responded by insisting that it would not discontinue its Volkswagen franchise. New AC contended that it had adequately addressed GM’s concerns about the “dualing” of Chevrolet and Volkswagen lines at the Kennedy Boulevard dealership by constructing a separate showroom and using a separate staff for the Volkswagen vehicles, and by working toward creating a separate Volkswagen parts and service facility. Finally, in January of 1998, about eighteen months after New AC first informed GM of its intention to obtain and operate a Volkswagen franchise at the Kennedy Boulevard dealership, GM terminated New AC’s Chevrolet franchise. In a letter dated January 5, 1998, Daniel Durkin observed that New AC, by maintaining a Volkswagen line, “has been in continual violation” of provisions of the Dealer Agreement. Specifically, Durkin asserted that New AC was in violation of Article 4.4.2 of the agreement, which, as noted above, provides that “[n]o change in location or in the use of Premises, including addition of any other vehicle lines, will be made without [GM’s] prior written authorization.” Durkin also relied on Article 13.1.5 of the Dealer Agreement, which identifies the following franchisee conduct as a material breach of the agreement: “Any sale, transfer, relinquishment, or discontinuance of use by [New AC] of any of the Dealership Premises or other principal assets required in the conduct of the Dealership Operations, without [GM’s] prior written approval.” Durkin informed New AC that, because of these material breaches, GM was electing “to terminate the Dealer Sales and Service Agreement and cease all business relationships with The New A.C. Chevrolet Company effective sixty days from ... receipt of this letter.” B. Procedural History 1. The Pleadings The present litigation commenced when, on January 5, 1998 — the same day on which Durkin informed New AC of its termination as a Chevrolet franchisee— GM filed a complaint in the District Court seeking a declaration that its termination of the New AC franchise was lawful. Count I of GM’s complaint requested a declaration that the termination did not constitute a breach of any provision of the Dealer Agreement. Count II requested a declaration that the termination did not violate the federal Automobile Dealers Day in Court Act (ADDCA), 15 U.S.C. §§ 1221-25. Count III asked for a deela-ration that the termination was not in violation of New Jersey’s Franchise Practices Act (NJFPA), N.J. Stat. Ann. §§ 56:10-1 to 56:10-15. On April 2, 1998, New AC responded by filing a nine-count counterclaim, basically alleging that GM’s course of conduct in dealing with New AC violated the express and implied terms of the Dealer Agreement, as well as the ADDCA, and the NJFPA. (The specific allegations made in particular counts will be set forth below, as they become relevant to our analysis.) In terms of relief, New AC requested $25 million in compensatory damages plus additional punitive damages on each of the first eight counts, and an injunction preventing GM from terminating New AC’s Chevrolet franchise and ordering GM to allow New AC to operate a Volkswagen franchise. 2. The Principal Orders Although New AC’s appeal challenges a series of orders entered by the District Court during the two-year course of this litigation, New AC’s most significant contentions arise in connection with only two, the January 13, 1999 order partially granting GM’s motion to dismiss seven of the nine counts of New AC’s counterclaim, and the March 8, 2000 order granting GM summary judgment, see General Motors Corp. v. New A.C. Chevrolet, Inc., 91 F.Supp.2d 733 (D.N.J.2000). We summarize these two orders here; we will discuss the details of the remaining challenged orders below (particularly infra in note 25), as they become pertinent to our analysis. GM filed a motion to dismiss seven of the nine counts in New AC’s counterclaim, which the District Court granted in an order and accompanying opinion entered on January 13, 1999. On this appeal, New AC only challenges the District Court’s dismissal of Counts One and Four. In Count One, New AC alleged that GM violated the ADDCA by engaging in a course of wrongful conduct that rose to the level of coercion and intimidation. The District Court disagreed, concluding that the coercion and intimidation alleged by New AC did not constitute the type of coercion and intimidation required for an ADDCA violation. In Count Four, New AC alleged that GM breached the express and implied terms of the Dealer Agreement by allowing the DiFeo Chevrolet franchise to relocate, and by “refusing to comply with its self-imposed mediation process.” The District Court decided that the contentions contained in Count Four failed to state a claim, on the grounds that the counterclaim failed to allege any facts indicating that New AC was denied an opportunity to participate in private mediation, or that GM acted in bad faith in permitting the DiFeo relocation. Following the Court’s January 13, 1999 order dismissing seven of the nine counts contained in the counterclaim, only Counts Two and Three, both asserting that GM violated the NJFPA, remained alive. Count Two alleged that GM had violated § 56:10-5 of the NJFPA, prohibiting the termination of motor vehicle dealers without “good cause.” Count Three alleged that GM had violated § 56:10-7(e) of the NJFPA,. barring the imposition of unreasonable standards of performance on automobile dealers, by imposing unreasonable restrictions on New AC. New AC and GM proceeded to discovery on Counts Two and Three of New AC’s counterclaim, as well as on all of the claims set forth in GM’s amended complaint. After the conclusion of discovery, GM moved for summary judgment, see Fed. R. Civ. Pro. 56, on the portions of its amended complaint alleging that New AC’s franchise termination was lawful (Counts I, II, and III) and that New AC’s post-termination use of GM signage was unlawful (Counts VI, VII, VIII, and IX). GM also sought summary judgment against New AC on Counts Two and Three of the counterclaim just described. New AC cross-moved for summary judgment with respect to GM’s entire amended complaint. In its March 8, 2000 order and accompanying opinion, the District Court resolved the summary judgment motions in GM’s favor. See General Motors Corp., 91 F.Supp.2d at 734. With respect to Count I of the amended complaint, which seeks a declaration that New AC’s termination was in accord with the provisions of the Dealer Agreement, the Court concluded that the plain language of the agreement clearly gave GM the authority to end New AC’s franchise based on New AC’s addition of a Volkswagen line over GM’s express objection. See id. at 738-39. With respect to Count II of the amended complaint, which seeks a declaration that the termination was proper under the ADDCA, the Court observed that New AC had failed to furnish any factual support for the claim that GM’s conduct amounted to coercion or intimidation. See id. at 739-40. Finally, with respect to Count III of the amended complaint and Counts Two and Three of New AC’s counterclaim, which focus on the NJFPA, the Court found that New AC’s unauthorized addition of a Volkswagen line constituted “good cause” for termination as that term is defined in the NJFPA, and further concluded that New AC had failed to present any evidence that the performance standards imposed by GM on New AC were unreasonable. See id. at 740-41. The District Court’s March 8, 2000 order also granted summary judgment for GM on Counts VI, VII, VIII, and IX, the sections of GM’s amended complaint contending that New AC’s continued post-termination display of GM signage violated federal and state trademark and unfair competition law, and breached the terms of the Dealer Agreement. See id. at 741-43. Although adjudicating New AC liable for trademark infringement, the March 8, 2000 order did not set the amount of GM’s damages. Rather, the District Court directed the parties to submit additional briefs regarding the proper measure of damages, the amount of time New AC was to be granted for removal of the GM signage, and whether New AC was entitled to compensation for the signage under the NJFPA. See id. at 743. New AC timely appealed the March 8, 2000 order (and a subsequent April 5, 2000 order awarding GM relief) to this Court. The District Court had federal question jurisdiction over the ADDCA and Lanham Act claims under 28 U.S.C. § 1331, and diversity jurisdiction over the state common law and statutory claims under 28 U.S.C. § 1332. For the reasons set forth in the margin, notwithstanding GM’s objections, we have appellate jurisdiction under 28 U.S.C. § 1291 over all of the orders challenged by New AC. II. The March 8, 2000 Order We first take up New AC’s chai-lenges to the District Court’s March 8, 2000 order, which finally adjudicated GM’s liability for the termination of New AC’s Chevrolet franchise, granting summary judgment in GM’s favor. See General Motors Corp. v. New A.C. Chevrolet, Inc., 91 F.Supp.2d 733, 734 (D.N.J.2000). Our review of a grant or denial of summary judgment is plenary. See Mathews v. Lancaster Gen. Hosp., 87 F.3d 624, 682 (3d Cir.1996). We may uphold the grant of summary judgment only if, like the District Court, we determine that there are no genuine issues of material fact and the movant is entitled to summary judgment as a matter of law. See Tice v. Centre Area Transp. Auth., 247 F.3d 506, 511 n. 2 (3d Cir.2001). In making this determination, we view the facts in the light most favorable to the non-moving party. See id. Although New AC’s briefing falls far short of analytical clarity, it appears that New AC raises three basic, alternative grounds for reversal of the District Court’s March 8, 2000 disposition. First, New AC appears to contend that there is a genuine issue as to whether a breach of the Dealer Agreement occurred at all (and hence whether GM had “good cause” for termination), since, in New AC’s submission, the terms of the franchise agreement did not prohibit its specific “dualing” of a separate Volkswagen line. Second, New AC offers the alternative argument that, even if its addition of a Volkswagen franchise did represent a breach of the terms of the Dealer Agreement, the “dualing” was not sufficiently egregious to justify New AC’s franchise termination, i.e., the breach was not material. Finally, New AC contends, in essence, that even if the District Court was correct in determining that New AC did not substantially comply with the Dealer Agreement by insisting on the addition of a Volkswagen line, reversal of the summary judgment grant on the NJFPA claims is warranted because the Court erred in concluding that GM’s motivation for terminating the franchise — i.e., GM’s good faith or lack thereof — was irrelevant to the question whether GM had “good cause” for New AC’s termination as a Chevrolet dealer. A. Breach New AC’s first major contention with respect to the District Court’s summary judgment grant in the March 8, 2000 order is with the conclusion that a breach of the Dealer Agreement occurred at all. In New AC’s submission, the terms of the Dealer Agreement never prohibited the addition of a Volkswagen franchise at a separate dealership site, and thus, GM’s permission was never required for the Volkswagen addition. In New AC’s view, GM was powerless to object to the addition because New AC did not employ any of the space it had previously dedicated to GM use to later sell and service Volkswagen automobiles. This is what the District Court, in its prior May 15, 1998 opinion, referred to as the “different premises” / “different businesses” theory. In essence, New AC contends that there is a genuine issue as to whether it breached the terms of the franchise agreement at all, and that the District Court erred in deciding otherwise. We disagree. The “different premises” / “different business” line of argument rests heavily on an interpretation of New AC’s obligations under the Dealer Agreement with respect to its dealership facilities. The key word on which New AC focuses is the term “premises,” which appears in both Articles 4.4.2 and 13.1.5 of the Dealer Agreement, the provisions that GM claims New AC materially breached by insisting on the addition of a Volkswagen line of vehicles. Specifically, Article 4.4.2 states in relevant part that “[n]o change in location or in the use of Premises, including addition of any other vehicle lines, will be made without [GM’s] prior written authorization.” (emphasis added). Article 13.1.5 includes in the list of dealer actions that constitute material breaches of the Agreement, “[a]ny sale, transfer, relinquishment, or discontinuance of use by Dealer of any of the Dealership Premises or other principal assets required in the conduct of the Dealership Operations, without [GM’s] prior written approval.” (emphasis added). New AC asserts that the term “premises” should be read narrowly to cover only the physical facilities accompanying the 3085 Kennedy Boulevard address. According to New AC, the Volkswagen showroom is located at a site adjacent to and physically distinct from the facilities at 3085 Kennedy Boulevard, a site assigned the address of 3081 Kennedy Boulevard. Moreover, New AC submits that, at least as of 1998, it was close to setting up a separate parts and service area for the Volkswagen vehicles, and informed GM that it would use different staffs to sell and service its Chevrolet and Volkswagen automobiles. Thus, New AC’s argument goes, the Volkswagen site is separate and distinct from the New AC dealership’s “premises,” and the site’s use by New AC for Volkswagen purposes does not represent a change in the location or use of New AC’s “premises” within the meaning of Article 4.4.2, or a transfer or discontinuance of “premises” use within the meaning of Article 13.1.5. In granting summary judgment to GM on Count I of its amended complaint, the District Court dismissed New AC’s “different premises” / “different business” theory in a footnote: This Court rejects New A.C.’s effort to redefine the term “Premises” to avoid the clear meaning of this contractual provision. The “Premises” is clearly the dealership property being operated as an exclusive Chevrolet franchise as defined in the Location and Premises Addendum to General Motors Corporation Dealer Sales and Service Agree- ' ment.... GM’s decision to denominate minimum requirements governing the display of Chevrolet vehicles, et cetera, does not alter the fact that the “Premises” included all dealership property located at 3085 Kennedy Boulevard, Jersey City, New Jersey. General Motors Corp., 91 F.Supp.2d at 739 n. 9. On appeal, New AC takes issue with the District Court’s conclusion, claiming that the District Court’s interpretation of the term “premises” as used in the Dealer Agreement is incorrect. According to New AC, a correct interpretation of the term must start with Article 4.4.1, which states: “Dealer agrees to conduct Dealership Operations only from the approved location(s) within its Area of Primary Responsibility. The Location and Premises Addendum identifies Dealer’s approved location(s) send facilities (“Premises”).” New AC asserts that the terms “location” and “facilities” are conceptually separate; i.e. that “location” refers to the street address of the dealership (3085 Kennedy Boulevard) while the term “facilities” refers to the square footage designations made in the Location and Premises Addendum. (Under the terms of the franchise relationship, New AC is obligated to submit such an Addendum, which lists the various dealer locations, and contains a “premises space analysis” showing the manner in which the dealer’s different departments allocate stalls and square footage between GM and non-GM uses.) Furthermore, New AC asserts, the term “premises” covers only the dealer’s “facilities” and not its “location.” Thus, New AC’s argument goes, the District Court erred by concluding that the term “premises” covered all dealership property at 3085 Kennedy Boulevard, rather than just the stall and square footage designations listed in the Location and Premises Addendum. Like the District Court, we are dubious of New AC’s Addendum-only construction of the term “premises.” However, we need not decide whether this construction is the appropriate one. We believe that New AC’s argument loses on its own terms because, even accepting arguendo New AC’s assertion that “premises” covers only the stall and square footage designations listed in the Location and Premises Addendum, the Addenda in the record before us indisputably demonstrate that at least a portion of the “facilities” (and hence “premises”) originally allocated to GM use at 3085 Kennedy Boulevard would be (and presumably were) converted to Volkswagen use with the addition of the Volkswagen line. In the 1990 Location and Premises Addendum for 3085 Kennedy Boulevard, furnished to GM prior to New AC’s request for the Volkswagen addition, all of the space was allocated to GM use. Conversely, the proposed 1996 Addendum, which New AC supplied at GM’s request once New AC asked for permission to add a Volkswagen line to its dealership, clearly indicates that some of the space originally dedicated to GM use would be shifted to the Volkswagen line. For instance, 100 square feet of general office space and 900 square feet of part storage space would be converted to Volkswagen use, as would four mechanical service bays. Accordingly, even were we inclined to follow New AC’s suggestion to construe “premises” narrowly to include only the space allocations contained in the Location and Premises Addenda, those Addenda demonstrate that at least some portion of the “premises” at 3085 Kennedy Boulevard were transferred from GM to Volkswagen use. Thus, the space-designation-only argument offers New AC no assistance, and we conclude that New AC breached Articles 4.4.2 and 13.1.5 of the Dealer Agreement. B. Materiality As an alternative challenge to the District Court’s March 8, 2000 grant of summary judgment, New AC submits that its addition of a Volkswagen franchise over GM’s express and repeated objections, even if considered a breach of the Dealer Agreement, was not egregious enough to warrant severance of the franchise relationship. New AC’s argument here is that any breach that it committed was not a material one, and thus did not justify termination of the franchise contract. We disagree, concluding that, on the record before us, there is no genuine issue that New AC’s Volkswagen addition constituted a material breach. Materiality goes to the essence of the contract; a breach is material if it “will deprive the injured party of the benefit that is justifiably expected” under the contract. 2 E. Allan Farnsworth, Farnsworth on Contracts § 8.16, at 497 (2d ed.1998). We think there can be no dispute that New AC’s insistence on adding a Volkswagen franchise to its dealership, contrary to GM’s repeated objections to this decision, rose to the level of material breach. GM’s justifiable expectations regarding New AC’s performance under the franchise agreement are best evidenced by the provisions of the Dealer Agreement. In Article 13.1, the parties to the Dealer Agreement explicitly defined certain acts or events as constituting material breaches of the contract. Article 13.1.5 specifically includes as a material breach, “[a]ny sale, transfer, relinquishment, or discontinuance of use by Dealer of any of the Dealership Premises or other principal assets required in the conduct of the Dealership Operations, without [GM’s] prior written approval.” To similar effect is Article 4.4.2, which directly governs situations in which a dealer seeks to add another vehicle franchise: “No change in location or in the use of Premises, including addition of any other vehicle lines, will be made without [GM]’s prior written authorization.” In light of our discussion supra in Part II.A regarding New AC’s “different premises” / “different business” theory, it is clear that New AC’s operation of a Volkswagen franchise and its blatant disregard of GM’s objection to that addition violated Articles 13.1.5 and 4.4.2 of the Dealer Agreement, and consequently represented a material breach of the franchise agreement. To be sure, absent Articles 13.1.5 and 4.4.2, New AC would have the generally unfettered right to put its dealership property to the uses it sees fit, including the operation of an independent and competing vehicle line. See 1 Gladys Glickman, Franchising, § 10.07[7], at 10-72 (2001) (“If the franchisee is the owner or lessee of the premises from which the franchised business is conducted he or she has the right to use the premises for any purpose permitted by the zoning laws and the landlord unless the franchisor, by contract, further restricts the businesses which may be operated on the premises.”). In New AC’s case, however, the parties mutually agreed to constrain the exercise of that right by conferring on GM the power to disapprove of a proposal to “dual” another vehicle line, a power which GM clearly and consistently employed to deny New AC’s request to add a Volkswagen line to its dealership. Mindful of the disparity in bargaining leverage that can arise between a franchisor and franchisee, we do not suggest that Articles 4.4.2 or 13.1.5, or GM’s reliance on those contractual provisions to disapprove of New AC’s decision to “dual” a Volkswagen franchise, are unassailable. We think, for instance, that New AC could raise viable challenges to those provisions on the ground that such anti “dualing” provisions in general impose unreasonable obligations on franchisees like New AC, or that GM’s reliance on such provisions in New AC’s particular case constitutes an unreasonable application of the anti “dual-ing” prohibition. In regard to the former contention, New AC has never challenged Articles 4.4.2 or 13.1.5 — either in the District Court, see General Motors Corp., 91 F.Supp.2d at 739 n. 8, or on this appeal— on the ground that such anti “dualing” proscriptions constitute, as a general matter, unreasonable restrictions on a franchisee’s rights. We assume, therefore, that Articles 4.4.2 and 13.1.5 impose reasonable obligations on franchisees, and conclude that a franchisee’s breach of a reasonable franchise obligation-committed over the express and persistent objections of the franchisor — is a material one. Cf. Amerada Hess Corp. v. Quinn, 143 N.J.Super. 237, 362 A.2d 1258, 1268-69 (1976) (“Plainly, noncompliance by a franchisee with his reasonable franchise obligations, resulting in an actual or potential adverse effect upon the sales of the franchisor’s products, would constitute substantial noncompliance thereof for purposes of termination, impairing as it does the franchisor’s fundamental reason for initially entering into the relationship.”); accord Brattleboro Auto Sales, Inc. v. Subaru of New England, Inc., 633 F.2d 649, 652 (2d Cir.1980) (upholding a manufacturer’s termination of a Subaru dealer under the Vermont franchise practices statute, on the ground that the manufacturer “reasonably could have concluded that [the dealer’s] sales and service of Subaru cars would suffer as a result of [the dealer’s] simultaneous promotion of several lines of directly competing cars”). New AC, however, does appear to contest the reasonableness of GM’s reliance on the anti “dualing” provisions of the Dealer Agreement in this particular case, attempting to minimize the seriousness of its breach by summarily asserting that, because GM permits numerous other dealers to operate additional vehicle lines, New AC’s addition of a Volkswagen line over GM’s objections could not affect the core of the franchise relationship between GM and New AC, and thus does not rise to the level of a material breach. If the evidence proffered by New AC demonstrated that GM routinely permitted dealers similarly situated to New AC — e.g., in similar geographical areas, with similar competitors and consumer bases — to operate competing vehicle franchises, then such evidence would tend to show that GM arbitrarily withheld its approval of New AC’s proposed Volkswagen addition, and could significantly undermine the idea that GM justifiably and reasonably expected its franchisees to offer only single, GM vehicle lines. However, New AC makes no such showing. While we may judicially notice the existence of multi-line vehicle dealers, New AC points to no record evidence identifying any of the other GM dealers operating multi-line dealerships, or indicating which vehicle lines are offered at those dealerships. More importantly, New AC offers no evidence tending to show that these multi-line dealers are similarly situated to New AC. In sum, based on the record evidence before us, there is no genuine issue as to the fact that New AC’s decision to add a Volkswagen franchise despite GM’s objection constituted a material breach of the Dealer Agreement. C. “Good Cause” New AC’s best argument for reversal of the District Court’s grant of summary-judgment for GM concerns the NJFPA claims. Before the District Court and again on appeal, New AC argues that, although the NJFPA defines “good cause” solely as “failure by the franchisee to substantially comply with those requirements imposed upon him by the franchise,” N.J. Stat. Ann. § 56:10-5, a franchisor cannot possess the requisite “good cause” unless it also acts in good faith (and without an improper, pretextual motive). New AC then challenges the District Court’s explicit conclusion that, once the Court determined that New AC’s addition of a Volkswagen line constituted “good cause” for terminating the Chevrolet franchise under NJFPA § 56:10-5, GM’s motive behind that termination was entirely irrelevant. See General Motors Corp., 91 F.Supp.2d at 740 n. 10. The District Court rejected this contention, concluding that a franchisor’s motivation was irrelevant to the NJFPA “good cause” inquiry, in the course of granting summary judgment in GM’s favor on Count III of GM’s amended complaint, and on Count Two of New AC’s counterclaim, both of which raised the question whether GM’s termination of New AC’s Chevrolet franchise constituted a violation of § 56:10-5. The District Court supported its conclusion by citing to Karl’s Sales & Service, Inc. v. Gimbel Bros., Inc., 249 N.J.Super. 487, 592 A.2d 647 (1991), and Major Oldsmobile, Inc. v. General Motors Corp., 101 F.3d 684 (2d Cir.1996), both of which stated that a party’s motivation in terminating an agreement is irrelevant when the terms of the agreement confer upon that party the legal right to terminate its obligations. See Karl’s Sales, 592 A.2d at 651 (“The law is clear that where the right to terminate a contract is absolute under the wording in an agreement, the motive of a party in terminating such an agreement is irrelevant to the question of whether the termination is effective.”); Major Oldsmobile, 101 F.3d 684 (“As long as a party has the legal right to terminate its obligation under the contract, it is legally irrelevant whether the party was also motivated by reasons which would not themselves constitute valid grounds for termination of the contract.”) (internal quotation marks, brackets, and citations omitted). New AC contends that the District Court’s reasoning is erroneous in that it fails to take account of the obligations imposed by § 56:10-5 of the NJFPA on a franchisor contemplating a franchise termination, and the manner in which that provision modifies, in the iranchise context, the common law rule regarding severance of a private contractual relationship pursuant to a termination at will provision. New AC is surely correct in asserting that § 56:10-5 modifies the termination provisions of all franchise agreements governed by the laws of New Jersey: Even if the terms of a private franchise agreement permit termination at will, § 56:10-5’s good cause requirement will supersede that arrangement and impose a good cause requirement on the franchisor’s decision. This is because the NJFPA was enacted in large part to counteract the unequal bargaining power between franchisor and franchisee, which would allow a franchisor to leverage its bargaining strength so as to insert provisions in its private agreements with franchisees that would allow it to sever the franchise relationship at will. See, e.g., Westfield Ctr. Serv., Inc. v. Cities Serv. Oil Co., 86 N.J. 453, 432 A.2d 48, 53 (1981) (noting that “[f|ranchisors have drafted contracts permitting them to terminate or to refuse renewal of franchises at will” and observing that “[t]he New Jersey Legislature was sensitive to the overall problem” when it enacted the NJFPA in 1971). Karl’s Sales and Major Oldsmobile certainly state the proper rule as regards private contractual relationships. They apparently were not, however, called upon to consider the NJFPA’s statutory modification of that relationship; Karl’s Sales and Major Oldsmobile neither cite to nor discuss the NJFPA in general or § 56:10-5 in particular, presumably because NJFPA claims were never raised in either case. Insofar as the District Court concluded, solely on the authority of Karl’s Sales and Major Oldsmobile, that a franchisor’s motivation is irrelevant to a claim that a franchisor’s termination violated § 56:10-5, its decision was reached in error. In its appellate briefing and at oral argument, New AC goes further and contends that, under New Jersey law, an examination of whether a franchisor’s termination of a franchise was supported by “good cause,” within the meaning of § 56:10-5, would necessarily include an inquiry into whether the franchisor acted in good faith (and without some impermissible, pretextual motive). Although this argument is an interesting one, and, as we explain briefly in the margin, New Jersey law offers no clear answer on this point, resolution of this issue is not necessary to our disposition. This is because, even were we to assume arguendo that a franchisor’s motivation bears on the § 56:10-5 “good cause” inquiry, New- AC has failed to furnish record evidence sufficient to create a genuine issue as to whether GM acted in good faith (or without a pretextual motive) in terminating New AC’s Chevrolet franchise. New AC’s contention that GM acted in bad faith or on pretext in ending its franchise relationship with New AC centers primarily on what we will call the “Project 2000” or “Plan 2000” theory. “Project 2000” is a general business plan developed by GM sometime around 1995, and continuously implemented thereafter. In developing “Project 2000,” GM officials examined various individual automobile marketing areas, and sought to create the optimal plan for the sale of GM vehicle lines in those areas. GM officials generally believed that the optimal business strategy would be to have a single dealer, selling and servicing only a single GM line, in each marketing area. According to New AC’s allegations, set forth in its counterclaim and repeated in its appellate briefing and at oral argument, under the “Project 2000” business plan, GM’s principal goal for the Hudson County marketing area, in which the New AC dealership was located, was to establish a single dealer as the exclusive Chevrolet franchisee. Furthermore, New AC argues, GM considered the Route 440 area to be the most viable commercial strip in Jersey City, and wanted its designated Jersey City Chevrolet franchise to be located along Route 440. New AC contends that, under the “Project 2000” strategy, GM preferred that the DiFeo dealership, which moved to a Route 440 site in 1995, serve as this exclusive franchisee, and therefore favored closing New AC’s Chevrolet dealership. Thus, according to New AC, when GM decided to terminate New AC’s franchise, it used New AC’s addition of a Volkswagen line as a pretext for finally implementing its single-dealer, single-line “Project 2000” strategy. At this stage, however, we are reviewing the District Court’s grant of summary judgment, and New AC cannot simply rest on its mere allegations concerning a “Project 2000” plan to eliminate its dealership. Rather, New AC must point to “pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any,” Fed. R. Civ. Pro. 56(c), that create a genuine issue of material fact that GM adopted a strategy designed to eliminate New AC’s Chevrolet franchise in Jersey City and that GM employed New AC’s addition of a Volkswagen franchise as a pretextual reason for effecting that strategy. Based on the record evidence before us, we believe that New AC has failed to create any such genuine issue. Before examining the specific evidence on which New AC relies, we note that, other than the general contention that the addition of a Volkswagen line was a pre-textual reason employed by GM to mask the true motive for its termination of New AC’s Chevrolet franchise, the details of New AC’s “Project 2000” argument are less than pellucid. We must cobble together the specifics of New AC’s argument from incomplete pieces. Therefore, it is important, at the outset, to clarify New AC’s contentions so as to get to the heart of New AC’s argument concerning GM’s bad faith and pretextual motivation. New AC does not appear to contend, as a general matter, that GM’s stated preference for a single-line dealer distribution network is either unreasonable or lacking a legitimate business justification. That is, New AC does not contend that, as a general rule, it is improper for automobile manufacturers to preclude their dealers from “dualing” another vehicle line. See supra Part II.B. Rather, New AC appears to be arguing that, under the particular facts of its case, GM’s objection to New AC’s “du-aling” of a Volkswagen line was not a good-faith application of a single-line preference, but rather a bad-faith, pretextual reason, masking another, true motivation behind GM’s action. According to New AC’s opening appellate brief, this true motivation is GM’s predetermined decision, made as early as the mid-1990s as part of “Project 2000,” to sever its franchise relationship with New AC. In order to survive summary judgment on this NJFPA claim, New AC must point to evidence creating a genuine issue of material fact that, prior to New AC’s 1996 decision to add a Volkswagen franchise, GM decided to end its Chevrolet franchise arrangement with New AC, and that GM used New AC’s operation of a Volkswagen franchise to obscure the fact that this decision constituted the true motivation behind New AC’s termination. As factual support for this theory, New AC focuses primarily on three GM corporate documents. The first is an October 5, 1995 memorandum titled “Dealer Network Planning” and addressed to all GM dealers, which announced GM’s future business strategy, an expansion of the “2000 Plan” originally commenced in 1990 (a precursor to “Project 2000”), designed to increase GM’s and its dealers’ profitability “by assuring that each brand is properly presented to the public, and by renewed emphasis on having the right number of dealers, at the right locations and of the right size.” In addition to this general goal, the “Dealer Network Planning” memorandum also expressed a preference for single dealers in a market area selling only single lines of GM vehicles: The New General Motors Network Strategy is simple: Wherever the local market sales potential for the refocused brand provides an opportunity for a profitable dealership selling and servicing that brand alone, General Motors should have a single line, exclusive dealer conforming in image and customer practices to the norm established for that brand. Further, General Motors brands are not commodities and should never be offered to the public from facilities that also offer competing brands. In New AC’s submission, this “Dealer Network Planning” memorandum sets forth the core of “Project 2000” — i.e., the single-line, single-dealer strategy. According to New AC, two other corporate documents demonstrate the implementation of this “Project 2000” single-line, single-dealer strategy in the Jersey City region. A report titled “Year 2000 Plan: Essex and Hudson Counties, NJ MDAs: Marketing Area Highlights” includes a section on State Route 440 in Jersey City, the approximate location of both the DiFeo and New AC Chevrolet dealership. In that section, GM identifies the automobile dealerships located at the intersection of State Route 440 and Communipaw Avenue as “the only primary shopping area for Hudson County.” The report also contains evaluations of both the New AC Chevrolet dealership and the Bell Chevrolet dealership (which was subsequently acquired by DiFeo). GM observed that both dealerships were in isolated neighborhood areas, away from Route 440’s “primary shopping area,” and had out-of-date facilities. However, GM appeared much more optimistic about Bell Chevrolet’s chances for future economic success. For Bell, the report’s evaluation noted that “[t]he plan is to relocate to the State Route 440 autorow area in Jersey City,” while for New AC, the report stated that “viability of the dealer point is questionable” and observed that “[t]he plan is to maintain representation and monitor viability of the point.” Finally, a third document, a report dated February 7, 1996 and titled “Dealer Year 2000 Plan,” set forth the updated plan for the New AC dealership: “Monitor market conditions — future viability is questionable.” We are unpersuaded that these documents establish a genuine issue that GM, prior to New AC’s 1996 request to add a Volkswagen dealership, made a decision to terminate New AC’s Chevrolet franchise. Significantly, none of these documents refers to a decision by or an intent on the part of GM to end its franchise relationship with New AC. In these documents, GM does call New AC’s future financial viability into question, but there is no indication that, at the time these documents were drafted, GM had concluded that these economic worries warranted the termination of New AC’s Chevrolet dealership. To be sure, New AC could be asking us to infer from the concerns expressed by GM in these documents over the continued viability of the New AC franchise that, at some point subsequent to February 1996 (the date of the most recent of the three documents, the “Dealer Year 2000 Plan”), GM arrived at the conclusion that termination was necessary, and opportunistically employed New AC’s