preliminary order in prohibition. Having determined that venue is improper in
Greene County, the writ is now made absolute.
customary business.
consent by one person to another that the other shall act on his behalf and
63 S.W.3d 641
each case, Ford raised a defense of improper venue and moved to transfer the
case to a county where venue was proper. Thereafter, the cases were
consolidated for purposes of deciding the venue issue, and the trial court
overruled Ford’s motions. Ford then sought a writ of prohibition to prevent
respondent from proceeding further with the cases, and this Court issued a
and customary business” there. Accordingly, it must be determined whether
2
Therefore, an agency relationship between a parent and its subsidiary may only
2) that an agent is a fiduciary with respect to matters within the scope of the
agency; Restatement (Second) of Agency sec. 13; [and]
3) that a principal has the right to control the conduct of the agent with respect
to matters entrusted to the agent; Restatement (Second) of Agency sec. 14.
Elson, 856 S.W.2d at 60. The absence of any one of these three
as follows:
1. My full name is Ann On-Yee Lee, and I am employed by Ford Motor Credit
Company (“Ford Credit”) as Litigation Counsel.
2. I have personal knowledge of the corporate structure of Ford Motor Credit
Company, and its legal relationship to Ford Motor Company. I also have
Dearborn, Michigan.
5. Ford Credit is in the business of purchasing retail contracts and leases of
automobiles entered into by the dealer and its retail and commercial customers.
Ford Credit also participates in commercial lending, including providing
automobiles wholesale inventory financing, and capital, revolving, and
vehicle, the security interest is discharged upon payment to Ford Credit by the
dealer. Ford Credit does not act as an agent of the manufacturer for these
purchases.
7. Regarding retail consumer purchases of Ford vehicles, Ford Credit finances
vehicle purchases by consumers who purchase Ford vehicles from automobile
holds a security interest in the vehicle. Ford Credit does not act as an agent of
the manufacturer for these purchases.
8. A consumer is not required to finance a Ford Motor Company vehicle
through Ford Credit. A consumer may choose to finance a vehicle through a
bank or other credit service which may offer similar products and services.
received by Ford Credit.
12. Interest and principle [sic] payments received by Ford Credit are not
segregated and treated as receivables or held in trust for Ford Motor company.
Ford Credit does not segregate money from each installment contract with the
purchaser of a Ford vehicle and forward a percentage to Ford.
or the customers of those dealers, and 2) that Ford Credit is not subject to any
agreement with Ford “restricting or conditioning” its ability to finance either
dealers’ floorplans or customers’ purchases of vehicles. These factual
allegations, which are uncontroverted, establish that Ford Credit has no power to
alter legal relations between Ford Motor Company and third parties. Therefore,
independent from Ford, and 2) to be bound by the elements of the Restatement
of Agency that this Court adopted in Elson v. Koehr. Absent allegations and
evidence that would justify piercing the corporate veil, Ford Credit does in fact
operate independently from Ford. Although Ford owns Ford Credit, and in that
sense Ford engages in the business of financing purchases of Ford products and
In addition, the two federal cases cited by the dissent, Colonial Ford v. Ford, 592
F.2d 1126 (10th Cir.1979), and DeValk Lincoln Mercury v. Ford, 550 F.Supp.
1199 (N.D.Ill.1982), are inapposite. These cases were not decided on
the “broad remedial purposes” of the act. Id. Tellingly, the respondent in the
case at hand declined to cite these cases, knowing full well that the analogy to
Missouri venue cases is misplaced.
The preliminary order in prohibition is made absolute, and the trial court is
ordered to transfer the cases to a proper venue.
2
Therefore, an agency relationship between a parent and its subsidiary may only
2) that an agent is a fiduciary with respect to matters within the scope of the
agency; Restatement (Second) of Agency sec. 13; [and]
3) that a principal has the right to control the conduct of the agent with respect
to matters entrusted to the agent; Restatement (Second) of Agency sec. 14.
Elson, 856 S.W.2d at 60. The absence of any one of these three
as follows:
1. My full name is Ann On-Yee Lee, and I am employed by Ford Motor Credit
Company (“Ford Credit”) as Litigation Counsel.
2. I have personal knowledge of the corporate structure of Ford Motor Credit
Company, and its legal relationship to Ford Motor Company. I also have
Dearborn, Michigan.
5. Ford Credit is in the business of purchasing retail contracts and leases of
automobiles entered into by the dealer and its retail and commercial customers.
Ford Credit also participates in commercial lending, including providing
automobiles wholesale inventory financing, and capital, revolving, and
vehicle, the security interest is discharged upon payment to Ford Credit by the
dealer. Ford Credit does not act as an agent of the manufacturer for these
purchases.
7. Regarding retail consumer purchases of Ford vehicles, Ford Credit finances
vehicle purchases by consumers who purchase Ford vehicles from automobile
holds a security interest in the vehicle. Ford Credit does not act as an agent of
the manufacturer for these purchases.
8. A consumer is not required to finance a Ford Motor Company vehicle
through Ford Credit. A consumer may choose to finance a vehicle through a
bank or other credit service which may offer similar products and services.
received by Ford Credit.
12. Interest and principle [sic] payments received by Ford Credit are not
segregated and treated as receivables or held in trust for Ford Motor company.
Ford Credit does not segregate money from each installment contract with the
purchaser of a Ford vehicle and forward a percentage to Ford.
or the customers of those dealers, and 2) that Ford Credit is not subject to any
agreement with Ford “restricting or conditioning” its ability to finance either
dealers’ floorplans or customers’ purchases of vehicles. These factual
allegations, which are uncontroverted, establish that Ford Credit has no power to
alter legal relations between Ford Motor Company and third parties. Therefore,
independent from Ford, and 2) to be bound by the elements of the Restatement
of Agency that this Court adopted in Elson v. Koehr. Absent allegations and
evidence that would justify piercing the corporate veil, Ford Credit does in fact
operate independently from Ford. Although Ford owns Ford Credit, and in that
sense Ford engages in the business of financing purchases of Ford products and
In addition, the two federal cases cited by the dissent, Colonial Ford v. Ford, 592
F.2d 1126 (10th Cir.1979), and DeValk Lincoln Mercury v. Ford, 550 F.Supp.
1199 (N.D.Ill.1982), are inapposite. These cases were not decided on
the “broad remedial purposes” of the act. Id. Tellingly, the respondent in the
case at hand declined to cite these cases, knowing full well that the analogy to
Missouri venue cases is misplaced.
The preliminary order in prohibition is made absolute, and the trial court is
ordered to transfer the cases to a proper venue.