FROM THE CIRCUIT COURT OF JACKSON COUNTY The Honorable James
F. Kanatzar, Circuit Judge.
Fischer, Chief Justice.
Communications Avionics Systems, Inc. ("L-3")
appeals the circuit court's judgment in favor of Sun
Aviation, Inc. ("Sun") for violations of various
provisions of the Merchandising Practices Act, sections
407.010 et seq. The circuit court's judgment is
reversed in part, and the case is remanded for a new trial on
damages. In all other respects, the judgment is affirmed.
and Procedural History
a manufacturer of aircraft instruments. It transacted with
Sun to act as a distributor of L-3's products:
gyros and power supplies. When L-3's
parent company underwent a consolidation process, the parent
decided to terminate L-3's distributorship with Sun, and
directed L-3 to do so. Sun filed an action against L-3
raising the following claims: Count I, violation of §
407.405 (the "Franchise Act") by failing to provide
timely, written notice of termination; Count II, violation of
§ 407.753 (the "Industrial Maintenance and
Construction Power Equipment Act" or "IMCPE
Act") by terminating the parties' business
relationship without good cause; Count III, violation of
§ 407.860 (the "Inventory Repurchase Act") by
refusing to repurchase inventory; and Count IV, fraudulent
concealment of its parent's consolidation plans, which
eventually led to the termination of the parties'
circuit court granted Sun's motion for partial summary
judgment as to liability but not damages on Counts I, II, and
III. The circuit court ordered the case to proceed to trial
on damages on those counts as well as liability and damages
on Count IV. Following a bench trial, the circuit court
entered judgment in favor of Sun on Count IV. The circuit
court awarded Sun damages on all counts. L-3 appealed, and
after opinion by the court of appeals, this Court sustained
transfer pursuant to article V, section 10 of the Missouri
argues the circuit court erred in granting partial summary
judgment in favor of Sun on Counts II and III because
L-3's products are not "industrial, maintenance and
construction power equipment used for industrial, maintenance
and construction applications" pursuant to the IMCPE
Act, section 407.753, and the Inventory Repurchase Act,
section 407.860. "Whether to grant summary judgment is
an issue of law that this Court determines de
novo." Swadley v. Shelter Mut. Ins. Co.,
513 S.W.3d 355, 357 (Mo. banc 2017). "Statutory
interpretation is an issue of law that this Court reviews
de novo." Newsome v. Kansas City, Mo. Sch.
Dist., 520 S.W.3d 769, 780 (Mo. banc 2017).
IMCPE Act, section 407.753.1, provides:
Any manufacturer, wholesaler or distributor of
industrial, maintenance and construction power
equipment used for industrial, maintenance and
construction applications and repair parts therefor, who
enters into a written or parol contract with any person,
firm, or corporation engaged in the business of selling and
repairing industrial, maintenance and construction power
equipment used for industrial, maintenance and construction
applications and repair parts therefor, whereby such retailer
agrees to maintain a stock of parts or complete or whole
machines or attachments, shall not terminate, cancel, or fail
to renew any such contract without good cause.
(Emphasis added). The Inventory Repurchase Act, section
407.860.1, provides that a "wholesaler, manufacturer or
distributor shall repurchase that inventory previously
purchased from him and held by the retailer at the date of
termination of the contract." A "retailer" is
defined as "any person, firm or corporation engaged in
the business of selling, repairing and retailing . . .
[i]ndustrial, maintenance and construction power
equipment[.]" Section 407.850(5)(b) (emphasis
issue is whether the General Assembly intended for gyros and
power supplies to be covered under the phrase
"industrial, maintenance and construction power
equipment." "This Court's primary rule of
statutory interpretation is to give effect to legislative
intent as reflected in the plain language of the statute at
issue." Parktown Imps. v. Audi of Am., 278
S.W.3d 670, 672 (Mo. banc 2009). However, when the General
Assembly has not defined the phrase "industrial,
maintenance and construction power equipment, "
"undefined words are given their plain and ordinary
meaning as found in the dictionary to ascertain the intent of
lawmakers." Howard v. City of Kansas City, 332
S.W.3d 772, 780 (Mo. banc 2011). In addition to seeking
guidance from the dictionary, "when a statute in
question fails to provide a statutory definition, . . . case
law interpreting the term in the context of the statute"
should be considered. State ex rel. Proctor v.
Messina, 320 S.W.3d 145, 155 (Mo. banc 2010).
circuit court concluded the gyros and power supplies were
covered under the IMCPE Act, section 407.753, and the
Inventory Repurchase Act, section 407.860. It reasoned:
The word "power" means "a source or means of
supplying energy." Webster's Ninth New Collegiate
Dictionary (1989) at 922. The word "equipment"
means "the set of articles or physical resources serving
to equip a person or thing: as the implements used in an
operation or activity." Webster's at 421. The Court
finds the ordinary meaning of the term "power
equipment" is any article or implement that is a source
of energy, supplies energy, or uses energy in an operation or
activity. Applying this meaning to the issue at hand, the
Court finds that L-3's power supplies and gyros are
"power equipment" as the term is used in Section
407.753. This is true if these products are described as
batteries, generators, emergency power sources, stand-alone
electric using equipment, or other descriptive names.
Accordingly, repair parts for these products fall under the
guise of Section 407.753. Additionally, the Court finds it is
not disputed these products are used in the avionics
this same reasoning, the circuit court found Sun was a
"retailer" as defined in § 407.850(5)(b). The
circuit court, however, erred in granting partial summary
judgment in favor of Sun on Counts II and III.
phrase "power equipment" cannot be read in
isolation; the entire phrase "industrial, maintenance
and construction power equipment" must be considered.
"When determining the legislative intent of a statute,
no portion of the statute is read in isolation, but rather
the portions are read in context to harmonize all of the
statute's provisions." BASF Corp. v. Dir. of
Revenue, 392 S.W.3d 438, 444 (Mo. banc 2012) (per
curiam). "When interpreting a statute, this Court must
give meaning to every word or phrase of the legislative
enactment." State ex rel. Jackson v. Dolan, 398
S.W.3d 472, 479 (Mo. banc 2013). It is not sufficient to
determine only whether the gyros and power supplies are
"power equipment." The phrase "power
equipment" is categorized by the preceding phrase
"industrial, maintenance and construction[.]"
Columbia Athletic Club v. Dir. of Revenue, 961
S.W.2d 806, 809 (Mo. banc 1998), overruled on other
grounds by Wilson's Total Fitness Ctr. v. Dir. of
Revenue, 38 S.W.3d 424 (Mo. banc 2001).
Court has not had occasion to interpret the phrase
"industrial, maintenance and construction power
equipment." However, the United States District Court
for the Eastern District of Missouri, has interpreted the
phrase. In McBud of Missouri, Inc. v.
Siemens Energy & Automation, Inc., a distributor
filed an action against a manufacturer, alleging violations
of the IMCPE Act, section 407.753. 68 F.Supp.2d 1076, 1079-80
(E.D. Mo. 1999), aff'd, 210 F.3d 379 (8th Cir.
2000). The products at issue "intercept[ed] electric
power as it enter[ed] an end user's facility, and
distribute[d] and control[led] the power within the end
user's facility." Id. at 1079. The
equipment was "typically used to distribute electrical
power through a series of interrelated machines and equipment
in order to allow the machines and equipment to work in a
coordinated fashion." Id.
distributor argued the words "power" and
"equipment" could be read in isolation from its
companion words "industrial, maintenance and
construction, " which led to a broader interpretation of
the phrase. Id. at 1080-81. The federal district
court rejected the distributor's argument, explaining:
[I]t strains common sense to conclude that the Missouri
legislature intended the term "power equipment" to
include items of equipment or component parts which work in
an auxiliary or supplementary manner with other machines or
equipment. If [the distributor's] contention were taken
to its logical extreme, a distributor of electrical outlets
or electrical wiring, whose products were utilized in an
industrial, maintenance or construction setting, would fall
within the scope of the statute because those are devices
which can conduct power to enable machines to perform work.
This would be an absurd result, and the Court does not read
the statute to permit the construction urged by [the
distributor]. Rather, the language of the statute indicates
that, at minimum, "power equipment" must refer to
end use machines and equipment which operate and perform work
using some power source, whether electrical, gas, steam, or
other, or their own internal power source, such as an
internal combustion engine.
Id. at 1081-82. This Court is persuaded that the
federal district court's interpretation of the phrase
"industrial, maintenance and construction power
equipment, " as set out in the IMCPE Act, section
407.753, and the Inventory Repurchase Act, section 407.860,
is what was intended by the General Assembly.
with the federal district court's interpretation in
McBud, L-3 argues the products are "component
parts" that perform in an auxiliary or supplementary
manner with other aircraft components, and are not
"end-use" machines. This Court agrees the aircraft
itself is the end-use machine; the gyros and power supplies,
which are installed in the aircraft's instrument panels,
are akin to component parts and, in fact, are only two of
many component parts. Indeed, the gyros cannot gauge the
aircraft's position without the ...