General Motors v. Nebraska Motor Vehicle Ind. Lic. Bd.

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
General Motors, LLC, a Delaware corporation,
appellant, v. Nebraska Motor Vehicle Industry
Licensing Board, an agency of the State
of Nebraska, et al., appellees.
___ N.W.3d ___
Filed October 16, 2026. 	No. S-25-084.
1. Judgments: Jurisdiction: Appeal and Error. A jurisdictional issue that
does not involve a factual dispute presents a question of law, which an
appellate court independently decides.
2. Administrative Law: Statutes: Appeal and Error. The meaning and
interpretation of statutes and regulations are questions of law for which
an appellate court has an obligation to reach an independent, correct
conclusion irrespective of the decision made by the court below.
3. Administrative Law: Judgments: Appeal and Error. A judgment or
final order rendered by a district court in a judicial review pursuant to
the Nebraska Administrative Procedure Act may be reversed, vacated, or
modified by an appellate court for errors appearing on the record.
4. ____: ____: ____. When reviewing an order of a district court under
the Nebraska Administrative Procedure Act for errors appearing on the
record, the inquiry is whether the decision conforms to the law, is sup-
ported by competent evidence, and is neither arbitrary, capricious, nor
unreasonable.
5. Statutes. Statutory interpretation begins with the text, and the text is to
be given its plain and ordinary meaning.
6. Statutes: Legislature: Intent. In construing a statute, the legislative
intention is to be determined from a general consideration of the whole
act with reference to the subject matter to which it applies and the
particular topic under which the language in question is found, and
the intent as deduced from the whole will prevail over that of a particu-
lar part considered separately.
Nebraska Supreme Court Online Library
www.nebraska.gov/apps-courts-epub/
10/22/2026 10:39 PM CDT

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
7. Statutes. Statutes pertaining to the same subject matter should be con-
strued together; such statutes, being in pari materia, must be construed
as if they were one law, and effect must be given to every provision.
8. Statutes: Presumptions: Legislature: Intent. In interpreting a statute,
a court is guided by the presumption that the Legislature intended a
sensible rather than an absurd result in enacting the statute.
9. Administrative Law: Words and Phrases. An administrative agency is
a neutral factfinding body when it is neither an adversary nor an advo-
cate of a party.
10. Administrative Law: Parties. When an administrative agency acts as
the primary civil enforcement agency, as distinguished from determining
the rights of two or more individuals in a dispute before such agency, it
is more than a neutral factfinding body.
11. ____: ____. An agency that is charged with the responsibility of protect-
ing the public interest, and not merely determining the rights of two or
more individuals in a dispute, is more than a neutral factfinding body.
12. ____: ____. In cases where an agency acts beyond the role of a neutral
fact finder due to its responsibility to the public interest, its role as the
primary civil enforcement entity, or its licensing and credentialing func-
tion, the agency takes some action or is required to make some consid-
eration beyond merely resolving a dispute between outside parties.
13. Administrative Law: Parties: Appeal and Error. The proper consider-
ation under Neb. Rev. Stat. § 84-917(2)(a)(i) (Reissue 2024) is whether
the agency’s only role was that of a neutral fact finder in the hearing
before the agency.
14. Administrative Law: Parties. Merely making a factual finding that
something is in the public interest does not cause an agency to act in
anything other than a neutral factfinding role.
15. Administrative Law: Motor Vehicles: Franchises: Parties. The
Nebraska Motor Vehicle Industry Licensing Board’s statutory authority
in franchise termination proceedings is limited to adjudicating a dispute
between a franchisor and a franchisee, and the board participates in the
proceeding only to receive evidence offered at the hearing by the parties
and make the statutorily required findings.
16. Parliamentary Law: Statutes. In the absence of a contrary statutory
provision, a majority of a quorum which constitutes a simple majority
of a collective body may act for that body.
17. Administrative Law: Motor Vehicles: Franchises: Good Cause. The
question Neb. Rev. Stat. § 60-1433 (Reissue 2021) asks is whether
there is good cause based on the existing circumstances, and it does not
require a balancing or weighing of factors.

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
18. ____: ____: ____: ____. For purposes of Neb. Rev. Stat. § 60-1420(1)(a)
(Reissue 2021), the question is whether good cause exists to terminate
the franchise at the time the decision regarding termination is made.
Appeal from the District Court for Lancaster County: Jodi
L. Nelson, Judge. Affirmed.
Mark T. Clouatre, pro hac vice, of Nelson Mullins Riley
& Scarborough, L.L.P., and Adam J. Prochaska, of Rembolt
Ludtke, L.L.P., for appellant.
Michael T. Hilgers, Attorney General, Kenneth A. Yoho,
and Blake Aspen, Senior Certified Law Student, for appellees
Nebraska Motor Vehicle Industry Licensing Board, Joshua
Eickmeier, and Chad Tessman.
Richard L. Rice and Jonathan J. Lederer, of Crosby Guenzel,
L.L.P., for appellee Meyer Automotive, Inc.
Cassel, 	Stacy, 	Papik, 	Freudenberg, 	Bergevin, 	and
Vaughn, JJ.
Bergevin, J.
I. INTRODUCTION
This appeal arises from the application filed by General
Motors, LLC, under Neb. Rev. Stat. §§ 60-1420 and 60-1424
(Reissue 2021) with the Nebraska Motor Vehicle Industry
Licensing Board (Board) to terminate its automotive fran-
chise agreements with Meyer Automotive, Inc. The Board
denied General Motors’ application to terminate the franchise
agreements. On review by the district court under Nebraska’s
Administrative 	Procedure 	Act 	(APA), 1 	the 	district 	court
affirmed the Board’s denial. We affirm the judgment of the
district court.
1 See Neb. Rev. Stat. §§ 84-917 to 84-919 (Reissue 2024).

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
II. BACKGROUND
1. Meyer Automotive Background
In 2005, Robert Meyer purchased a Ford “store,” established
Meyer Automotive, and moved the Ford dealership from down-
town Seward, Nebraska, to its present location near Interstate
80. He purchased the land from a local farmer and built a new
facility, which was completed in May 2006.
In March 2006, Meyer Automotive purchased Rolfsmeier
Motors and became the dealer in three “Dealer Sales and
Service” (franchise) agreements with General Motors for the
sale and service of GMC, Chevrolet, and Buick vehicles. The
purchase of the dealership came with no inventory.
One of the terms of the agreement with General Motors was
that Meyer needed to build a General Motors facility within
3 years, which term he satisfied when construction was com-
pleted in early 2008. The Ford and General Motors facilities
were separate buildings next to each other. Both were owned
by Meyer Properties, from which Meyer Automotive rented.
In 2009, General Motors filed for chapter 11 bankruptcy,
and it sent Meyer Automotive a wind-down letter that May.
Eventually, because of congressional action, Meyer Automotive
was able to arbitrate with General Motors and keep the deal-
ership. However, the dealership received no inventory from
General Motors for months. As a result, for all intents and
purposes, Meyer Automotive began establishing its General
Motors dealership in 2011.
2. Franchise Agreements
Relevant 	here, 	under 	the 	franchise 	agreements, 	Meyer
Automotive had an “[a]rea of [p]rimary [r]esponsibility” (APR)
covering Seward and its surrounding area. Meyer Automotive
agreed to “effectively, ethically[,] and lawfully sell and promote
the purchase” of General Motors’ new vehicles. It agreed to
“maintain an adequate staff of trained sales personnel,” “ensure
that the customer’s purchase and delivery experience[s] are

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
satisfactory,” and “comply with the retail sales standards estab-
lished by General Motors.” Meyer Automotive also agreed
to “maximize customer satisfaction” by providing service to
General Motors vehicles and “maintain an adequate service
and parts organization.”
General Motors would provide Meyer Automotive with a
written report evaluating its purchase customer satisfaction
and service customer satisfaction. As for inventory, Meyer
Automotive agreed to purchase and stock “a mix of models
and series” of motor vehicles, which General Motors agreed
to make available—subject to availability and to a fair and
equitable distribution to dealers. General Motors also agreed
to provide Meyer Automotive with a written report evaluating
its sales performance, which would compare its sales to the
sales opportunities in its APR and produce a score. This report
was the “[r]etail [s]ales [i]ndex” (RSI). Meyer Automotive was
required to achieve a “[s]atisfactory” RSI, which was equal to
or greater than 100, and to pursue available sales opportunities
exceeding that standard.
3. Meyer Automotive’s Poor Performance
As detailed below, by all accounts, Meyer Automotive under-
performed and failed to meet General Motors’ requirements
under the franchise agreements. In 2012, Meyer Automotive
was enrolled in General Motors’ “DP2” program for failing
dealerships. Year after year, the dealership was consistently
among the worst-performing dealerships in Nebraska based on
General Motors’ RSI for Chevrolet and Buick/GMC.
In October 2019, General Motors submitted an applica-
tion to the Board to terminate its franchise agreements and
provided Meyer Automotive with a 6-month cure period. In
November 2019, the Board notified Meyer Automotive of
General Motors’ application to terminate the franchises and
requested that Meyer Automotive respond “within 30 days
. . . indicating whether [Meyer Automotive] will contest”

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
the application. 2 Meyer Automotive voluntarily terminated
its Buick franchise and sold it back to General Motors, 3
but filed an opposition to the termination of the GMC and
Chevrolet 	franchises 	with 	the 	Board 	in 	December 	2019.
The Board entered a scheduling order in January 2022 that
scheduled the hearing for “September 2022 (depending on
Board availability).”
4. Board Hearing
In October 2023, the Board held a hearing on General
Motors’ application regarding the GMC and Chevrolet fran-
chise agreements. General Motors adduced testimony from
Meyer Automotive’s regional manager, zone manager, and
district manager, as well as two expert analysts, to estab-
lish that Meyer Automotive was in breach of the franchise
agreements due to its poor performance in sales and ser-
vice and in its efforts related to improving its performance.
Meyer Automotive responded with its own expert, whose tes-
timony was later stricken by the Board, and the testimony of
Robert Meyer, its owner. We detail the evidence adduced from
each witness.
(a) General Motors’ Regional Manager
The regional manager was the primary person responsible
for deciding to pursue the termination of Meyer Automotive’s
franchise agreements. Meyer Automotive had been enrolled
in 	General 	Motors’ DP2 	program 	for 	failing 	dealers 	in
2012. By 2019, it showed a “little” improvement, but not
2 But see, Neb. Rev. Stat. § 60-1425 (Reissue 2021) (“[u]pon receiving an
application . . . the [B]oard shall enter an order fixing a time, which shall
be within [90] days”); Neb. Rev. Stat. § 60-1426 (Reissue 2021) (Board
may continue hearing for 90 days and may, upon application, continue
hearing for additional 90 days).
3 § 60-1420(2) (“[u]pon providing good and sufficient evidence to the
[B]oard, a franchisor may terminate a franchise without [a] hearing . . .
upon a mutual written agreement of the franchisor and franchisee”).

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
as much as desired. The regional manager was really con-
cerned about Meyer Automotive’s engagement and commit-
ment to its improvement. For example, she testified that even
after the notice of termination was delivered, no one from
Meyer Automotive reached out to General Motors to discuss
the issue.
In the regional manager’s opinion, General Motors “couldn’t
let this continue to go on. There had to be a stopping point.”
In her 30-year career, she had been personally involved with
only two dealers, including Meyer Automotive, that progressed
to the issuance of a notice to cure. But unlike the other dealer,
Meyer Automotive did not display a willingness to improve.
During the 6-month cure period, Meyer Automotive’s RSI
for Chevrolet was 26.09 and for Buick/GMC was 17.86, which,
while an improvement from the preceding years, the regional
manager still characterized as “[t]errible.” Its service satisfac-
tion scores were 62.5 percent for Chevrolet and 83.3 percent
for Buick/GMC, which were below the regional averages of
88.8 and 90.2 percent, respectively.
The regional manager recognized that Meyer Automotive
improved its RSI from 2019 to 2022, after the cure period.
Meyer Automotive’s RSI reached 42.3 for Chevrolet and 40.7
for Buick/GMC in 2021, which ranked 39th out of 45 Nebraska
dealers and 10th out of 10 Nebraska dealers, respectively.
Despite Meyer Automotive’s improved RSI, the regional
manager took issue with the fact that from August 2019
through September 2022, Meyer Automotive requested addi-
tional product only 53 percent of the time for General Motors’
twice-a-month 	“consensus” 	opportunities 	and 	submitted
requests only 26 percent of the time for its weekly realloca-
tion opportunities. In her view, Meyer Automotive was not
doing enough to improve its performance, and the involvement
of General Motors’ district manager at that time in Meyer
Automotive’s affairs (which we discuss below) was too exten-
sive to be sustainable.

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
(b) General Motors’ Zone Manager
The zone manager testified that Meyer Automotive often
maintained it needed a greater amount of inventory. However,
it refused to accept all the additional product that it was
offered, at times indicated that it had sufficient inventory,
consistently required reminders to order and accept allocated
inventory, and did not maximize its opportunities to request
additional inventory. For example, Meyer Automotive uti-
lized 22 percent of its request opportunities in 2019, but that
improved to 81 percent in 2022. However, the zone manager
was not moved by Meyer Automotive’s improvement and
expected a figure closer to 100 percent.
(c) General Motors’ District Manager
The district manager who testified was in training during
Meyer Automotive’s cure period and did not fully assume the
responsibilities of the position until April 2019, after the cure
period had ended. The district manager testified that Meyer
Automotive did not follow all of her recommendations for
improvement; it did not take advantage of its opportunities
to acquire more inventory; it did not timely retrieve its sales
leads; it did not participate, or participate effectively, in a
number of programs that would have provided it with sales
leads; and it needed a significant amount of training on General
Motors’ systems.
The 	district 	manager 	intervened 	significantly 	in 	Meyer
Automotive’s operations, including designing business plans,
training on order optimization, reading reports, overseeing the
order allocation process, and requesting additional units. She
also had to provide constant reminders for Meyer Automotive
to complete consensus orders and other dealer business. The
district manager testified that she spent “significant[ly]” more
time counseling Meyer Automotive than the other dealers in
her district.
The district manager was sympathetic to Meyer Automotive’s
inventory issues in 2020 and 2021, as inventory was a

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
widespread issue across General Motors during that time due
to COVID-19 pandemic-related shortages. However, she tes-
tified that unlike other dealers with inventory issues, Meyer
Automotive did not utilize “inventory best practices” to mini-
mize the issue and maximize the inventory it received. She
pointed to two other similarly situated dealers that consis-
tently met their monthly objectives by maximizing ordering
and that did so across all models of vehicles. In her view,
Meyer Automotive was not maximizing its sales opportuni-
ties by failing to order a broader mix of inventory. The dis-
trict manager provided Meyer Automotive with data showing
which vehicle models customers in its APR were buying
from other dealerships, rather than from Meyer Automotive.
“[She] was trying to show [Meyer Automotive] that there was
a demand for cars and small SUVs [in its APR], but [Meyer
Automotive was] very insistent that, no, [it] needed to be a
truck dealership.”
In addition, Meyer Automotive operated out of its Ford
building and not its General Motors building. Moreover, even
though it had separate buildings for each dealership, Meyer
Automotive had only one sales staff for both vehicle brands.
The district manager explained that in such a situation, it was
typical to have dedicated sales staff for each brand.
The district manager thought that General Motors provided
all the assistance it could to Meyer Automotive in order to help
it succeed, and significantly more assistance than it provided to
other dealerships. However, in her view, Meyer Automotive did
not do all it could to help itself succeed, and for that reason, its
dealership agreement should be terminated.
(d) General Motors’ Expert Analyses
General Motors called two expert consultants focused on
the automotive industry to testify. The first expert conducted
a comparative analysis of data from Meyer Automotive for
the years 2016 to 2021. For his comparative analysis, he cre-
ated a class of General Motors dealerships that sold fewer

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
than 200 new General Motors vehicles a year, which he
referred to as “small Nebraska dealerships.” These dealerships
were small-volume dealerships and not representative of Meyer
Automotive’s APR.
The expert found that Meyer Automotive was reporting
significantly higher gross profits per vehicle retail, “which
generally means it’s charging higher prices for the vehicles.”
He reviewed the inventory available on Meyer Automotive’s
website and “noticed many of the vehicles were priced at —
or offered at prices higher than MSRP.” In his view, the high
prices were a likely factor in driving customers to other deal-
erships. Additionally, Meyer Automotive’s profits per vehicle
were substantially higher than those of other small Nebraska
dealerships, and the sales staff at Meyer Automotive was also
compensated significantly more for used car sales than for
new car sales. The expert also found that Meyer Automotive’s
“advertising effort” spent was less than half of what the other
dealerships spent per vehicle, when normalized to opportunity.
When he compared Meyer Automotive with a broader range
of small-volume sales dealerships in Nebraska, South Dakota,
and Iowa, the same patterns emerged.
The expert recognized that Meyer Automotive improved
its sales performance during the period when the termination
proceeding was pending, in 2020 and 2021. However, he found
that the increase in sales was not specific to General Motors
vehicles but also occurred with Meyer Automotive’s Ford
sales. He also reiterated that even though Meyer Automotive
outperformed the comparative “small Nebraska dealerships”
group in 2020 and 2021, that group was based on total vehi-
cle sales, not on expected performance calculated by RSI.
He noted that a dealer with an APR comparable to Meyer
Automotive’s sold over 400 vehicles per year, while Meyer
Automotive sold about 80 vehicles in 2021. He also noted
that Meyer Automotive’s service satisfaction scores were also
significantly lower than those of the small-volume sales com-
parison group.

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
The expert also analyzed Meyer Automotive’s assets and
found that it did not have long-term assets, as a separate busi-
ness owned by Robert Meyer owned the building and the land
where the dealership operated. Ultimately, in the expert’s view,
having a different dealership in Seward “would be beneficial to
the public welfare.”
The second expert consultant’s analysis was on Meyer
Automotive’s expected performance, calculated by RSI. He
observed that smaller market dealers can overperform their
RSI, such as two other Nebraska dealerships. He found that
Meyer Automotive accounted for less than 6 percent of the
total vehicle sales in its APR, which he believed was the low-
est he had seen “in a relatively remote market.” And contrary
to Meyer Automotive’s assertion that its APR desired only
trucks, he found that fewer than half of the new vehicle regis-
trations were pickup trucks. In his view, Meyer Automotive’s
improved sales in 2020 and 2021 were not significant when
compared to “what a reasonable level of sales would be.”
Ultimately, his analysis found that General Motors and its
vehicles were “not being rejected, but [Meyer Automotive
was] being rejected by Seward and its consumers.”
(e) Meyer Automotive’s Case
Robert Meyer, the owner and dealer of Meyer Automotive,
testified 	on 	its 	behalf. 	His 	testimony 	was 	that 	Meyer
Automotive could not and did not receive sufficient inven-
tory to improve its RSI until the new district manager started
in 2019. Meyer testified that he could increase his allotted
inventory only incrementally due to General Motors’ alloca-
tion system. He stated, “The way that the metric is set up, it’s
about impossible. And it’s been that way since day one.”
Meyer maintained that he did not have a “real” district man-
ager until 2019. Thereafter, in 2020, he was able to obtain addi-
tional inventory and was able to generate a 50-percent increase
in sales, followed by a 74.1-percent increase in Chevrolet
sales. He maintained that with the district manager’s assistance

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
in preparing a business plan, he increased General Motors
vehicle sales by 263 percent from 2017 to 2022.
For completeness, we note that Meyer Automotive also pre-
sented testimony from an expert witness. However, in its writ-
ten decision, the Board found that the expert’s testimony was
not relevant to the proceeding and sustained General Motors’
objection to the expert’s testimony. That ruling was not at
issue in this review proceeding before the district court; nor is
it on appeal.
(f) Replacement Dealer
Apart from the general indication that General Motors
wanted a better-performing dealer in the Seward APR, little
direct evidence was adduced as to the establishment of another
Chevrolet or GMC franchise in the event the franchise agree-
ments were terminated. The following exchange occurred with
General Motors’ district manager: “[Counsel:] We may have
covered this earlier, but if the Board permits [General Motors]
to terminate the dealer agreements of GMC and Chevy for
[Meyer Automotive], is [General Motors’] plan to go back
into the Seward market? [District manager:] Yes.” And the
following exchange occurred with General Motors’ regional
manager: “[Counsel:] Have you ever had any communica-
tions with anybody about who might be a replacement dealer?
[Regional manager:] No.”
(g) Relevant Timeframe
There was some discussion from the Board members as to
the relevant timeframe that should be considered: whether the
Board should consider only the circumstances at the end of
Meyer Automotive’s cure period, or whether the developing
circumstances, namely Meyer Automotive’s improved perform-
ance between that time and the hearing, should be consid-
ered. The following exchange between the Board and General
Motors’ expert appears in the record:

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GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
[Board member:] If this data was cut off in ’19, I
mean, it’s pretty compelling, but having ’20 and ’21 and
’22, I see a dealer that got woke up with a termination
letter and turned the corner with improvement.
. . . .
. . . Is it normal to look at time periods after a letter of
termination in your —
[Expert witness:] Right. In my experience, no.
[Board member:] Okay.
[Expert witness:] I mean, the fact of the matter is
[General Motors] had to make a decision; and we heard
testimony about all of the time that [Meyer Automotive]
had to turn it around, and so forth, and [General Motors]
had to pull the trigger at some point.
However, as detailed above, significant evidence was adduced
regarding Meyer Automotive’s performance after the cure
period—from 2020 through 2022. As detailed below, the Board
relied heavily on that evidence in reaching its decision.
5. Board Decision
In March 2024, the 6-member Board, none of whose mem-
bers was a factory representative, issued its written decision
and found no good cause to terminate the parties’ fran-
chise agreements. It found that the “evidence presented by
[General Motors was] pretextual in nature, and that [the] root
cause of [Meyer Automotive’s] routinely poor performance
was [General Motors’] failure to allocate and deliver new
vehicles.” The Board then identified the following specific
findings: (1) efforts of the district manager that started after
Meyer Automotive’s cure period resulted in allocation and
delivery of adequate inventory; (2) the investments of Meyer
Properties, namely the property, should be included in its
analysis; (3) Meyer Automotive had operated in the same
location for over 11 years, on property purchased by Robert
Meyer for the construction of the dealership, which was a
significant permanent investment; (4) Meyer Automotive’s

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GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
effect on its APR was negligible because so many General
Motors vehicles sold come from other dealers; and (5) Meyer
Automotive was providing adequate consumer care in its ser-
vice department.
In finding no good cause for termination, the Board con-
ducted a “factor[]” analysis under Neb. Rev. Stat. § 60-1433
(Reissue 2021). It concluded that (1) Meyer Automotive’s
amount of business transacted was a function of General
Motors’ allocation 	and 	delivery 	of 	suitable 	vehicles, 	(2)
Robert Meyer’s investment in the real estate and the operation
for 11 years weighed heavily against termination, (3) General
Motors failed to establish inadequacy of consumer care by
Meyer Automotive, and (4) it should give the other “factors
little weight.”
6. District Court Review
General Motors timely filed a petition for review in the dis-
trict court. It named the Board; the Board’s executive director
and vice chairperson, who had both signed the Board’s written
decision; and Meyer Automotive as parties. The Board and
its executive director and vice chairperson (collectively State
Appellees) were represented by the Attorney General’s office.
The State Appellees raised two arguments: General Motors
failed to prove that (1) “good cause for termination” existed 4
and (2) “another franchise in the same line-make will become
effective in the same community.” 5 Meyer Automotive argued
only that the Board correctly found General Motors failed to
prove good cause.
Upon its review de novo on the record, the district court
affirmed the decision of the Board. The court found that
General Motors failed to prove both that good cause existed to
terminate the franchise agreements and that another franchise
would become effective upon such termination.
4 See § 60-1420(1)(a).
5 See § 60-1420(1)(b).

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Nebraska Supreme Court Advance Sheets
322 Nebraska Reports
GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD.
Cite as 322 Neb. 578
As for good cause, the district court first found that Meyer
Automotive at times lacked initiative and that General Motors
failed to support the dealership, particularly with respect
to inventory. It emphasized the absence of evidence that
any other dealerships “started in the same hole” as Meyer
Automotive, which we understand to mean the lack of inven-
tory it had upon its purchase of Rolfsmeier Motors and the
difficulties caused by General Motors’ bankruptcy. It found
that Meyer Automotive “turned a corner” after 2019, when it
began helping itself and General Motors supplied additional
inventory. The court found that Meyer Automotive was now
selling more vehicles than “the average small Nebraska deal-
ership”—General Motors’ expert’s comparison group of small-
volume dealerships.
The district court also found that (1) Meyer Automotive’s
investments would not be affected by the termination of the
dealership; (2) the property, which was not owned by Meyer
Automotive, should not be considered because it was pur-
chased for the Ford dealership; (3) the General Motors building
was now fully depreciated; and (4) the record suggested the
building has value for other uses. The court found that Meyer
Automotive substantially complied with the dealership agree-
ments and that the other enumerated circumstances were not
relevant or applicable based on the agency record.
Ultimately, the district court concluded that although it had
“not kept a running tally of which factors are ‘for’ or ‘against’
termination,” after considering the entire record, it found that
General Motors had not shown good cause for termination.
As to establishing that another franchise would become
effective in the community, the district court concluded that
§ 60-1420(1)(b) “require[s] more than a general desire by
the manufacturer to open another franchise at some unde-
fined point in the future.” Specifically, it took issue with the
facts that General Motors “ha[d] not communicated with any
potential replacement dealer” and that the evidence failed to

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show “how much interest other dealers would have in the
Seward market.”
The district court affirmed the decision of the Board.
General Motors filed a timely appeal, which we moved to
our docket on our own motion. 6
7. Supplemental Briefing
Before oral arguments and the submission of this appeal,
we issued an order to show cause as to “why the [Board],
its Executive Director, and its Second Vice Chairperson are
proper parties of record in this case.” We also ordered the
parties to submit supplemental briefs addressing “whether
the agency’s only role in this case was to act as a neutral
factfinding body.” 7
The parties responded to our order to show cause and sub-
mitted supplemental briefs. We reserved ruling on our order to
show cause pending plenary submission.
III. ASSIGNMENTS OF ERROR
General Motors assigns that the district court erred (1)
by finding that the Board’s statutorily deficient composition
did not violate General Motors’ due process rights; (2) by
finding that good cause did not exist to terminate the dealer
agreement of Meyer Automotive; (3) by finding that General
Motors failed to support and allocate sufficient product to
Meyer Automotive, which finding was capricious and unsup-
ported by competent evidence; (4) by finding that a General
Motors representative improved Meyer Automotive’s inven-
tory position, as that finding was unsupported by competent
evidence; (5) by finding that Meyer Automotive sold substan-
tially more units after the termination notice, which finding
was unsupported by competent evidence; (6) by not mak-
ing a specific finding as to whether the good cause factors
6 See Neb. Rev. Stat. § 24-1106(3) (Cum. Supp. 2024); Neb. Ct. R. App. P.
§ 2-102(C) (rev. 2022).
7 See § 84-917(2)(a)(i).

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in § 60-1433(1) through (5) and (7) support, negate, or are
neutral to a finding of a good cause to terminate; (7) by find-
ing that Meyer Automotive substantially complied with the
customer satisfaction terms of the franchise agreements, as
that finding was unsupported by competent evidence; and (8)
by finding that General Motors failed to prove that another
franchise in the same line-make will become effective in
the same community, without diminution of the franchisee’s
service formerly provided, by way of the court’s “concocting
an unworkable, inappropriate new standard not required by
Nebraska’s statute and rejected by another court interpreting
an identical statutory provision.”
IV. STANDARD OF REVIEW
[1,2] A jurisdictional issue that does not involve a factual
dispute presents a question of law, which an appellate court
independently decides. 8 The meaning and interpretation of
statutes and regulations are questions of law for which an
appellate court has an obligation to reach an independent,
correct conclusion irrespective of the decision made by the
court below. 9
[3,4] A judgment or final order rendered by a district court
in a judicial review pursuant to the APA may be reversed,
vacated, or modified by an appellate court for errors appear-
ing on the record. 10 When reviewing an order of a district
court under the APA for errors appearing on the record, the
inquiry is whether the decision conforms to the law, is sup-
ported by competent evidence, and is neither arbitrary, capri-
cious, nor unreasonable. 11
8 Swicord v. Police Stds. Adv. Council, 314 Neb. 816, 993 N.W.2d 327
(2023).
9 See id.
10 Uhrich & Brown Ltd. Part. v. Middle Republican NRD, 315 Neb. 596, 998
N.W.2d 41 (2023).
11 Id.

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V. ANALYSIS
As 	we 	have 	long 	recognized, 	under 	Nebraska’s 	Motor
Vehicle Industry Regulation Act, Neb. Rev. Stat. §§ 60-1401 to
60-1441 (Reissue 2021 & Cum. Supp. 2024), before a manu-
facturer may discontinue or terminate a franchise or establish
an additional franchise in the same community, the manufac-
turer must file an application with the Board. 12 The Board is
composed of the Director of Motor Vehicles, who is the chair-
person, and nine members. 13 The nine members include three
new motor vehicle dealers, two used motor vehicle dealers, one
motorcycle dealer, one trailer dealer or a combination motor
vehicle and trailer dealer, one factory representative, and one
member of the general public. 14
A franchise may be terminated or discontinued only when
the manufacturer proves good cause exists and shows that
another franchise will become effective in the community,
unless the community will not support a franchise. 15 The manu-
facturer has the burden of proof on these issues. 16 The purpose
of the act is to protect retail car dealers from perceived abusive
and oppressive acts by the manufacturers due primarily to the
disparity in bargaining power between automobile manufactur-
ers and their dealers. 17
We also note that a manufacturer must further show that it
is “willing and able to comply” 18 with § 60-1430.02, which
requires the manufacturer to pay the dealer for various costs
and 	assets 	associated 	with 	terminating 	or 	discontinuing
12 American Motors Sales Corp. v. Perkins, 198 Neb. 97, 251 N.W.2d 727
(1977). See § 60-1424.
13 American Motors Sales Corp. v. Perkins, supra note 12. See § 60-1402.
14 Id.
15 American Motors Sales Corp. v. Perkins, supra note 12. See § 60-1420.
16 American Motors Sales Corp. v. Perkins, supra note 12. See § 60-1427.
17 See In re Application of General Motors Corp., 232 Neb. 11, 439 N.W.2d
453 (1989).
18 § 60-1420(1)(c).

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the franchise. However, this requirement is not at issue in
this appeal.
The primary issues on appeal are whether there was “good
cause 	for 	termination” 	of 	the 	franchise 	agreements 19 and
whether General Motors sufficiently established that “another
franchise in the same line-make will become effective in the
community.” 20 But before addressing those substantive ques-
tions, there are two threshold procedural questions that we must
address: (1) whether the Board and its members are proper par-
ties to the review proceeding under § 84-917 and (2) whether
the Board’s composition at the franchise termination proceed-
ing failed to comply with the requirements of § 60-1402 and,
therefore, violated General Motors’ right to due process.
Because the resolution of the questions raised in this appeal
largely 	concerns 	the 	interpretation 	of 	the 	Motor 	Vehicle
Industry Regulation Act, we first review our principles of
statutory interpretation before addressing the procedural and
substantive questions before us.
1. Principles of Statutory Interpretation
[5,6] The fundamental objective of statutory interpreta-
tion is to ascertain and carry out the Legislature’s intent. 21
Statutory interpretation begins with the text, and the text is to
be given its plain and ordinary meaning. 22 It is not within the
province of a court to read a meaning into a statute that is not
warranted by the language; neither is it within the province of
a court to read anything plain, direct, or unambiguous out of a
statute. 23 In construing a statute, the legislative intention is to
be determined from a general consideration of the whole act
with reference to the subject matter to which it applies and the
19 § 60-1420(1)(a). See §§ 60-1429 and 60-1433.
20 § 60-1420(1)(b).
21 Flinn v. Strode, 320 Neb. 813, 30 N.W.3d 661 (2026).
22 Id.
23 Id.

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particular topic under which the language in question is found,
and the intent as deduced from the whole will prevail over that
of a particular part considered separately. 24
[7,8] Statutes pertaining to the same subject matter should
be construed together; such statutes, being in pari materia, must
be construed as if they were one law, and effect must be given
to every provision. 25 To give effect to all parts of a statute, a
court will attempt to reconcile different provisions so they are
consistent, harmonious, and sensible and will avoid rejecting as
superfluous or meaningless any word, clause, or sentence. 26 In
interpreting a statute, a court is guided by the presumption that
the Legislature intended a sensible rather than an absurd result
in enacting the statute. 27
2. Proper Parties
The question of the proper parties in this review proceed-
ing presents two threshold questions we have not previously
expressly considered: (1) whether members of the Board are
proper parties to the review proceeding and (2) whether the
Board’s “only role in [this] contested case [was] to act as a
neutral factfinding body.” 28 If so, “the agency shall not be
a party of record.” 29 We address these questions in turn.
(a) Executive Director and Vice Chairperson
The parties generally agree that the Board’s executive
director and vice chairperson are improper parties to this
review proceeding. General Motors takes the position that
“[t]he relief sought on appeal” does not concern any action
taken by the executive director or vice chairperson separate
24 Id.
25 Id.
26 Id.
27 See MLB Advanced Media v. Nebraska Dept. of Rev., 321 Neb. 515, 36
N.W.3d 165 (2026).
28 § 84-917(2)(a)(i).
29 Id.

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from the Board’s action, and, thus, it “has no objection” to
their dismissal. 30 Meyer Automotive and the State Appellees
both contend that the Board’s executive director and second
vice chairperson are improper parties under § 84-917 because
they merely signed the order on behalf of the Board. We
agree that the named Board members are improper parties in
this review proceeding.
Section 84-917(2)(a)(i) provides that “[a] party of record
for district court proceedings for review shall include any
person who appeared either personally or through an attorney,
who was a participant in the agency’s contested hearing, and
who was treated as a party by the agency’s hearing officer.”
Neither the Board’s executive director nor its vice chairperson
satisfies any of these criteria. Moreover, we agree that they
took no individual action that would warrant their participation
in this appeal. 31
The Board’s executive director and its vice chairperson are
improper parties in this review proceeding. Accordingly, we
dismiss them from the matter.
(b) Nebraska Motor Vehicle
Industry Licensing Board
If the Board’s only role was that of a neutral factfinding
body, it is not a proper party in this review proceeding. At the
outset, we note that the Board has not been a party to prior
review proceedings of franchise termination proceedings under
the current APA statutory scheme. 32
30 Brief for appellant in response to order to show cause at 6, 7.
31 See, e.g., Southern Nebraska Power Co. v. Village of Deshler, 130 Neb.
133, 264 N.W. 462 (1936); Cooperrider v. State, 46 Neb. 84, 64 N.W. 372
(1895).
32 See, e.g., Rose Equip., Inc. v. Ford Motor Co., 248 Neb. 344, 535 N.W.2d
404 (1995); In re Application of General Motors Corp., supra note 17;
Chrysler Corp. v. Lee Janssen Motor Co., 9 Neb. App. 721, 619 N.W.2d
78 (2000); General Motors Corp. v. Stan Olsen Pontiac GMC-Trucks, Inc.
of Omaha, No. CI 03-2208, 2003 WL 23921745 (Lancaster Cty. Dist. Ct.
Dec. 9, 2003).

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[9-12] The parties all agree as to the proper rule governing
the analysis of the Board’s role.
An administrative agency is a neutral factfinding body
when it is neither an adversary nor an advocate of a
party. In contrast, when an administrative agency acts as
the primary civil enforcement agency, as distinguished
from determining the rights of two or more individuals
in a dispute before such agency, it is more than a neutral
factfinding body. Also, an agency that is charged with the
responsibility of protecting the public interest, and not
merely determining the rights of two or more individuals
in a dispute, is more than a neutral factfinding body.
When evaluating whether an agency is a neutral fact
finder under § 84-917(2)(a), we have repeatedly looked
to the agency’s actions as to the dispute at issue, the
statutory basis upon which the agency was acting, and
the participation of the agency in the matters surrounding
the dispute. In cases where an agency acts beyond the
role of a neutral fact finder due to its responsibility
to the public interest, its role as the primary civil
enforcement entity, or its licensing and credentialing
function, the agency takes some action or is required
to make some consideration beyond merely resolving a
dispute between outside parties. 33
Despite agreeing on the rule controlling our analysis, the
parties take divergent positions on whether the Board acted
only as a neutral fact finder. Both General Motors and the
Board contend that the Board did more than act as a neutral
factfinding body, but for different reasons.
General Motors argues that “the Board did not merely weigh
evidence or make factual findings[, because it] exercised legal
judgment by selecting and applying a statutory framework.” 34
33 Omaha Expo. & Racing v. Nebraska State Racing Comm., 307 Neb. 172,
184-85, 949 N.W.2d 183, 194 (2020).
34 Brief for appellant in response to order to show cause at 5.

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It also argues that the Board’s participation before the district
court and on appeal displays its role as more than a neutral fact-
finding body. In support, it points to “[t]he briefing submitted
on behalf of the Board [that] urges affirmance based on statu-
tory interpretation, legal analysis, and policy considerations,
rather than merely explaining or contextualizing the adminis-
trative record.” 35 General Motors also argues that “[b]ecause
the Board’s own jurisdiction, authority, and decisional power
are directly challenged, the Board cannot be characterized as a
neutral factfinding body . . . .” 36
The State Appellees raise two primary arguments in support
of their position that the Board was more than a neutral fact-
finding body: (1) The Board acts as the primary civil enforce-
ment agency when reviewing applications to terminate a fran-
chise, and (2) it must consider, or protect, the public interest in
making its determination.
On the other hand, Meyer Automotive contends that the
Board is not a proper party because its only role was as a neu-
tral factfinding body related to Meyer Automotive’s dispute
with General Motors. Meyer Automotive likens the Board’s
role in this case to that of the Public Service Commission
(PSC) in Metropolitan Util. Dist. v. Aquila, Inc. 37
[Th]ere, 	the 	PSC 	was 	not 	acting 	as 	a 	certifying
agency or the primary civil enforcement agency. Nor
was the PSC acting in the role of an adversarial party or
enforcing a previous order. Instead, the PSC was acting
as a factfinding body to determine the validity of [the
appellee’s] complaint seeking a cease and desist order. 38
Meyer Automotive argues that, like the PSC in that case,
even though the Board acts as a primary civil enforcement
35 Id.
36 Id. at 6.
37 Metropolitan Util. Dist. v. Aquila, Inc., 271 Neb. 454, 712 N.W.2d 280
(2006).
38 Id. at 465, 712 N.W.2d at 289.

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agency and takes action in the public interest in other matters,
“the Board’s powers are more limited with regard to [franchise]
termination hearings.” 39 It contends that “the Board’s role in a
franchise termination proceeding is to determine the outcome
of a dispute between the franchisor[, i.e., manufacturer,] and
franchisee[, i.e., dealer], based only on the facts presented by
both parties.” 40 We agree with Meyer Automotive.
[13] First, we address General Motors’ arguments. While
we agree that the Board has taken on an adversarial role
before the district court and again on appeal, the proper con-
sideration under § 84-917(2)(a)(i) is whether its only role was
that of a neutral fact finder in the hearing before the Board.
Consideration of the Board’s position in this review proceed-
ing has no effect on the Board’s role in the franchise termina-
tion proceeding.
We also disagree with General Motors’ argument that the
mere execution of its judgment in applying a statutory frame-
work places the Board in an adversarial role. There is nothing
inherently adversarial in applying a statutory framework. The
question is whether the statutory framework places the Board
in a role other than that of a neutral fact finder. As we discuss
further below, the statutes applicable to franchise termination
proceedings do not. There was nothing adversarial concerning
the Board’s jurisdiction, authority, and decisional power in
the franchise termination proceeding, nor is its participation
in the review proceeding necessary to determine its statutory
power and authority.
[14] The State Appellees and Meyer Automotive disagree
on whether the Board served as an enforcement agency and
took action in the public interest as part of the franchise ter-
mination proceeding. We agree with Meyer Automotive that
the Board did not engage in such activities. As Metropolitan
39 Brief for appellee Meyer Automotive in response to order to show cause at
6.
40 Id. at 7.

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Util. Dist. v. Aquila, Inc., shows, merely making a factual
finding that something is in the public interest does not cause
an agency to act in anything other than a neutral factfinding
role. The fact that § 60-1433(4) requires the Board to con-
sider “[w]hether it is injurious to the public welfare for the
business of the franchisee to be disrupted” does not equate to
the Board’s taking action in the public interest. 41 In franchise
termination proceedings, the Board takes no action other than
resolving the dispute between the franchisor and franchisee
before it. Section 60-1433 does not require the Board to act
as an adversary or an advocate of either party.
Despite the State Appellees’ contention that the Board takes
a civil enforcement role in franchise termination proceedings,
we fail to see what it is enforcing. Section 60-1427 plainly
provides that in franchise termination proceedings, the Board
is not authorized to conduct “any investigation,” and that it,
simply, “shall hear the evidence introduced by the parties.”
The Board “may issue orders to give effect to” rules of civil
procedure relating to discovery and inspection that apply to
franchise termination proceedings. 42 But such power does
not constitute an action of civil enforcement. Ultimately, the
Board “shall make its decision solely upon the record” made
by the parties. 43 Moreover, the franchise termination proceed-
ing statutes consistently refer to a “party” and “parties” but
make no mention of the Board’s participation in the proceed-
ing as a party. 44
Reading the Motor Vehicle Industry Registration Act in
pari materia, the role of the Board in a franchise termination
41 See, also, e.g., Metropolitan Util. Dist. v. Aquila, Inc., supra note 37
(denial of certification constitutes action taken in public interest); Leach
v. Dept. of Motor Vehicles, 213 Neb. 103, 327 N.W.2d 615 (1982) (license
revocation matter of responsibility of protecting public interest).
42 § 60-1428.
43 § 60-1427.
44 See, e.g., §§ 60-1425 and 60-1428.

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proceeding is juxtaposed with the Board’s other roles, 45 par-
ticularly its role concerning licensure, 46 where it does act
as a civil enforcement agency. In that domain, the Board
“[r]egulate[s] the issuance and revocation of licenses” 47 and
can employ “[i]nvestigators [who] may enter upon and inspect
the facilities, the required records, and [motor] vehicles . . .
found in any licensed . . . dealer’s established place or places
of business.” 48 The Board may “upon its own motion . . .
investigate the actions of any person acting, registered, or
licensed under the Motor Vehicle Industry Regulation Act.” 49
Based on such investigations, the Board “may deny any
application for a license, may revoke or suspend a license,
may place the licensee or registrant on probation, [and]
may assess an administrative fine.” 50 In proceedings related
thereto, the Board itself may “examine witnesses and take
any evidence.” 51 Similarly, whenever the Board believes a
person has violated the Motor Vehicle Industry Regulation
Act, “the [B]oard may, in addition to any other remedy, bring
an action in the name and on behalf of the State of Nebraska
against such person.” 52
[15] But the Board’s role in franchise termination proceed-
ings is different. Instead, like the PSC in Metropolitan Util.
Dist. v. Aquila, Inc., the Board acts as a neutral factfinding
body to resolve a dispute between the parties—in this case,
General Motors’ application to terminate its franchise agree-
ments with Meyer Automotive. 53 The dispute at issue was
45 See, generally, § 60-1403.
46 See §§ 60-1407 and 60-1411.01.
47 § 60-1403(1)(a).
48 § 60-1403(3).
49 § 60-1411.02.
50 Id.
51 § 60-1414.
52 Neb. Rev. Stat. § 60-1415.01 (Reissue 2021).
53 See Metropolitan Util. Dist. v. Aquila, Inc., supra note 37.

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between General Motors and Meyer Automotive—the dispute
did not involve the Board. As discussed above, the Board’s
statutory authority in franchise termination proceedings is lim-
ited to adjudicating the dispute between the franchisor and the
franchisee, and the Board participates in the proceeding only to
receive evidence offered at the hearing by the parties and make
the statutorily required findings. 54 In this matter, the Board
took no action and did not make any consideration beyond
merely resolving the dispute between the parties.
The Board’s only role in the franchise termination pro-
ceeding was that of a neutral factfinding body. Accordingly,
the agency “shall not be a party of record,” 55 and we dismiss
the Board from this review proceeding.
3. Due Process
Now that we have the proper parties before us, we turn
to General Motors’ assignments of error. We begin with its
contention that the Board’s statutorily deficient composi-
tion violated its due process rights at the franchise termina-
tion hearing.
General Motors argues that § 60-1402(1), which provides
that the Board “shall” comprise 10 members, including “[o]ne
factory [i.e., manufacturer] representative,” is mandatory. It
contends that its due process rights were violated because this
statute was not complied with during its franchise termina-
tion proceeding, as only six members of the Board were
present, none of whom was a factory representative. Meyer
Automotive disagrees and argues that a majority of a quorum
constitutes a valid body for action of the Board. We agree with
Meyer Automotive.
Section 60-1402 created the Board and provided that its
members “shall be the chairperson of the [B]oard, and nine
members appointed by the Governor as follows: One factory
54 See § 60-1420(1).
55 § 84-917(2)(a)(i).

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representative . . . .” A factory representative is “a represent-
ative employed by a person who manufactures or assembles
motor vehicles . . . or by a factory branch.” 56 Section 60-1402
is a general statute applicable to the Board as a whole. It is not
specifically applicable to franchise termination proceedings.
[16] We agree with General Motors’ general premises that
a franchise termination hearing must take place before the
Board 57 and that the Board shall comprise the 10 statutorily
mandated members. 58 However, as we have long recognized in
other contexts, in the absence of a contrary statutory provision,
a majority of a quorum which constitutes a simple majority
of a collective body may act for that body. 59 We agree with
Meyer Automotive that this rule is applicable here. There is
nothing in the franchise termination proceeding statutes that
requires more than a majority of a quorum of the Board to
act. Because the Board has a total of 10 members, 6 members
constitute a quorum and 4 members constitute a majority of
that quorum.
In this case, the quorum requirement was satisfied because
six members of the Board heard the parties’ dispute. The
Board members who were present ruled unanimously. Thus,
the Board’s action was based on a majority of a quorum.
We conclude that General Motors’ due process rights were
not violated.
4. Good Cause
General Motors assigns that the district court erred when it
found that good cause did not exist to terminate the franchise
56 § 60-1401.17.
57 See §§ 60-1420 and 60-1425.
58 See § 60-1402(1).
59 Jeter v. Board of Education, 231 Neb. 80, 435 N.W.2d 170 (1989); Chase
v. Board of Trustees of Nebraska State Colleges, 194 Neb. 688, 235
N.W.2d 223 (1975); Houser v. School Dist. of South Sioux City, 189 Neb.
323, 202 N.W.2d 621 (1972).

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agreements with Meyer Automotive. Its next five assignments,
Nos. 3 to 7, then provide specific grounds for that assignment.
Accordingly, we consider them all together.
We first address General Motors’ claim that the district court
erred by not making specific findings related to the “factors”
enumerated in § 60-1433 and whether they support, negate,
or are neutral to a finding of good cause to terminate the
franchise agreements. The language of § 60-1433 is plain. It
provides in full:
In determining whether good cause has been established
for terminating or not continuing a franchise, the [B]oard
shall take into consideration the existing circumstances,
including, but not limited to:
(1) Amount of business transacted by the franchisee;
(2) 	Investment 	necessarily 	made 	and 	obligations
incurred by the franchisee in the performance of his part
of the franchise;
(3) Permanency of the investment;
(4) Whether it is injurious to the public welfare for the
business of the franchisee to be disrupted;
(5) Whether the franchisee has adequate motor vehicle,
combination motor vehicle and trailer, motorcycle, or
trailer service facilities, equipment, parts and qualified
service personnel to reasonably provide consumer care
for the motor vehicles, combination motor vehicles and
trailers, motorcycles, or trailers sold at retail by the
franchisee and any other motor vehicle, combination
motor vehicle and trailer, motorcycle, or trailer of the
same line-make;
(6) Whether the franchisee refuses to honor warranties
of the franchisor to be performed by the franchisee if the
franchisor reimburses the franchisee for such warranty
work performed by the franchisee;
(7) Except as provided in section 60-1429, failure
by the franchisee to substantially comply with those

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requirements of the franchise which are determined by the
[B]oard to be reasonable and material; and
(8) Except as provided in section 60-1429, bad faith
by the franchisee in complying with those terms of the
franchise which are determined by the [B]oard to be
reasonable and material. 60
We have held that the word “include,” as used in a statute,
connotes that the provided list of components is not exhaustive
and that there are other items includable that are not specifi-
cally enumerated. 61 Moreover, despite General Motors’ denota-
tion of “factors,” § 60-1433 enumerates “consideration[s].” As
the Supreme Court of Iowa has interpreted the same language,
it “calls for a qualitative rather than quantitative analysis.” 62
We agree.
[17] The question § 60-1433 asks is whether there is good
cause based on the existing circumstances, and it does not
require a balancing or weighing of factors. The district court
did not err in not keeping a “running tally” and, instead, cor-
rectly considered the entire record.
General Motors also takes issue with the district court’s
findings that it failed to allocate sufficient product to Meyer
Automotive, 	that 	Meyer 	Automotive’s 	inventory 	position
improved under the new district manager, and that Meyer
Automotive sold substantially more units after the termination
notice, beginning in 2019. In addressing these assignments, we
are cognizant of our standard of review—the question being
whether these findings are supported by competent evidence.
We determine that they are.
[18] To begin, we agree with the district court and the
Board that all circumstances prior to the termination hearing
60 § 60-1433. See, also, § 60-1429 (enumerating facts that “shall not
constitute good cause”).
61 State v. Webb, 311 Neb. 694, 974 N.W.2d 317 (2022).
62 Craig Foster Ford v. Dept. of Transp., 562 N.W.2d 618, 623 (Iowa 1997).
See Chrysler Corp. v. Lee Janssen Motor Co., supra note 32.

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are relevant when determining whether good cause exists to
terminate a franchise agreement. The inquiry is not whether
good cause existed at the time a franchisor filed its applica-
tion for termination. For purposes of § 60-1420(1)(a), the
question is whether good cause exists to terminate the fran-
chise at the time the decision regarding termination is made.
Neither the Board nor the district court erred in considering
evidence of Meyer Automotive’s performance after General
Motors filed its application for termination.
That 	said, 	the 	record 	is 	clear 	that 	Meyer Automotive
received a greater supply of vehicles under the new district
manager and that, relatedly, Meyer Automotive sold more
vehicles. What we understand General Motors’ argument to
be is that Meyer Automotive’s efforts and improvements were
not sufficient to rectify its prior failings. As General Motors
says in its appellate brief, “[Meyer Automotive’s] sales per-
formance for Chevrolet and GMC has been so egregiously
poor that this factor alone warrants termination.” 63 However,
the record shows that beginning in 2019, Meyer Automotive’s
performance improved each year leading up to the termina-
tion hearing. The delay between the termination notice and the
termination hearing certainly benefited Meyer Automotive. We
cannot find error in the district court’s factual determination
that Meyer Automotive’s improvement was sufficient to rectify
its prior past performance such that good cause did not exist to
terminate the franchise agreements at the time of the franchise
termination hearing.
As for the district court’s other findings, we agree that
investments held by Meyer Properties should not be considered
investments of Meyer Automotive and that, apart from Meyer
Automotive’s compliance with the franchise agreements, the
other enumerated circumstances were either not relevant or not
applicable based on the agency record.
63 Brief for appellant at 26.

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Finally, we consider General Motors’ assignment that the
district court erred in finding that Meyer Automotive sub-
stantially complied with the customer satisfaction terms of
the franchise agreements. General Motors takes issue with
Meyer Automotive’s customer satisfaction scores and argues
that further dissatisfaction should be inferred from the fact that
a majority of customers in Meyer Automotive’s APR chose
to drive “inconvenient distances” to do business with other
franchisees. 64
There are two facts that negate General Motors’ arguments
concerning Meyer Automotive’s customer satisfaction. First, as
the district court found, there is no objective standard for cus-
tomer satisfaction in the franchise agreements. Second, while
the record does show that customers in Meyer Automotive’s
APR patronized other nearby franchisees, rather than Meyer
Automotive, the record does not contain sufficient evidence
as to why that was the case, such that the district court erred
by not inferring that it was due to Meyer Automotive’s poor
customer service.
In sum, the record contains competent evidence that sup-
ports the district court’s finding that General Motors failed
to establish good cause at the termination hearing before
the Board.
5. Another Franchise in Same Community
General Motors’ final assignment is that the district court
erred by imposing an erroneous legal standard in finding
that it failed to establish that “[u]pon termination [of the
franchise agreements], another franchise in the same line-
make will become effective in the same community,” as
required by § 60-1420(1)(b). The district court took issue
with the absence of evidence, highlighting General Motors’
admitted failure to communicate with any potential future
franchisee. As we set forth above, the court concluded that
§ 60-1420(1)(b) “require[s] more than a general desire by the
64 Id. at 43.

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manufacturer to open another franchise at some undefined
point in the future.”
General Motors argues that the undisputed testimony of its
district manager that General Motors’ “plan [was] to go back
into the Seward market” was sufficient and that nothing more
than its “good-faith intent to install a replacement dealer upon
[Meyer Automotive’s] termination” was required. 65 General
Motors draws our attention to an opinion by the Supreme Court
of Iowa, interpreting identical statutory language. In Craig
Foster Ford v. Dept. of Transp., 66 the franchisor presented
evidence that another franchisee would enjoy success and that
it had a good-faith intention to secure a new franchisee as
soon as the franchise at issue was terminated. The court noted
that “[s]trict adherence” to the statutory language would have
required the franchisor to have a replacement dealer standing
by for years while the termination proceeding was pending. 67
It concluded that requiring such would be “an unreasonable,
impracticable[,] and absurd result.” 68
We need not determine whether the district court erred
insofar as it concluded that § 60-1420(1)(b) requires evidence
concerning the readiness of a replacement dealer. We have
already determined that the district court did not err when it
found that good cause did not exist to terminate the franchise
agreements. That determination is dispositive of this appeal
because § 60-1420(1) required General Motors to estab-
lish that each of the requirements in subsections (a) to (c)
were met to terminate the franchise agreements with Meyer
Automotive. An appellate court is not obligated to engage in
an analysis that is not necessary to adjudicate the case and
controversy before it. 69
65 Id. at 25.
66 Craig Foster Ford v. Dept. of Transp., supra note 62.
67 Id. at 624.
68 Id.
69 Schmuecker v. Lancaster County, 321 Neb. 623, 36 N.W.3d 185 (2026).

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VI. CONCLUSION
We dismiss the Board and its executive director and vice
chairperson because they were improper parties to this review
proceeding. We conclude that General Motors’ due process
rights were not violated, and we find competent evidence in
the record that supports the district court’s finding that General
Motors failed to establish good cause to terminate the franchise
agreements with Meyer Automotive. Accordingly, we affirm
the judgment of the district court.
Affirmed.
Funke, C.J., not participating.