Cliff Banks - The Banks Report

Napleton vs. Jaguar – Another Right of First Refusal Lawsuit

Longtime Illinois dealer Ed Napleton is suing Florida attorney and New York dealer Manuel Kadre; Jaguar Land Rover North America; the Long Island Automotive Group, MMS-HM and their owners, the Marubeni America Corp.

It’s another lawsuit resulting from a manufacturer’s exercise of the right of first refusal in which they nix one buyer and bring in another buyer for the dealership. We wrote of a recent case in early May in which the Kaminsky’s in Georgia sued General Motors for killing its purchase of Southern Motors. GM ultimately brought in Winston Pittman, an African-American, of Chatham Motors to be the buyer.

Automakers are beginning to wield the right of first refusal tool with greater frequency. GM, Audi, Mercedes and now Jaguar Land Rover have used it recently. Dealers are starting to fight back with lawsuits.

But the lesson is for potential buyers to do their due diligence to make sure the selling dealer does not need manufacturer approval. Demand to see the sales and service agreements and don’t rely on the word of the selling dealer.

Napleton’s North American Automotive Services agreed in April to acquire the five dealerships (see below) of the Long Island Automotive Group following a six-month due diligence process.

  •  Land Rover, Glen Cove, NY
  •  Jaguar Land Rover, Huntington, NY
  •  Jaguar Land Rover, Southhampton, NY
  •  Honda, Manhasset, NY
  •  Volvoville, Huntington, NY

Marubeni America Corp. is part of the Japanese-owned Marubeni Corp. which has a significant stake in WestLake Financial along with a stake in Meichang Automotive, a dealer group in Japan run by DCH Vice Chairman Emeterius Billy Wong. Marubeni also owns dealer groups in Chile and the United Kingdom.

In addition to Long Island, Marubeni America also owns the Gallery Automotive Group in the Boston area. We have no word on whether Gallery is for sale.

Napleton owns one of the largest private dealer groups in the country and goes back to 1931. The group has 50 dealerships across four states selling 32 different franchises.

According to the suit – which is for $50 million – the Long Island Automotive Group failed to disclose to Napleton that its sales and service agreements required giving the manufacturers the Right of First Refusal in any third party acquisition.

At some point in late spring, Jaguar Land Rover brought in Kadre as its preferred buyer after notifying Napleton, Long Island and Marubeni it was exercising its right of first refusal.

The lawsuit also alleges the defendants likely provided Kadre with proprietary information from the six-month due diligence Napleton had put together about the deal, enabling Kadre to put together an offer in less than a month.

Kadre is an attorney and Republican power broker based in Miami. He also has ties to AutoNation. He was vice president and general counsel of the De la Cruz Automotive Group when it sold several dealerships to Republic Industries (which later became AutoNation) in 1997.

Kadre quietly is becoming a player in the automotive retail space. He is the CEO of MBB Auto LLC which acquired the Mercedes Benz Brooklyn store in January 2013 with Doug Wells and Armando Codina from the Feldman brothers.

Codina is a Cuban American with several real estate ventures and other businesses in Miami. Like Kadre, he also is a financial player in the Republican party and was a business partner with Jeb Bush.

Codina’s story is remarkable and worth reading when you have time. He came to the U.S. at age 14 without his parents and not knowing a word of English. He had only the clothes on his back and a Cuban coin which he purchased a Coke with. Three years in a New Jersey orphanage and no college educaton and he’s become one of the top business people in Florida.

Despite the unfortunate events that brought about the lawsuit – and Napleton is one of the industry’s leading operators – folks such as Kadre are good for automotive retail. A well-capitalized and sharp businessman with a good reputation and a history in the business who also is a minority – just what automakers are looking for.

It’s likely we’ll see Kare involved in future deals, probably in the Northeast.

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