Dealers Complaint

Return Date: No return date scheduled
Hearing Date: 7/26/2021 10:30 AM - 10:30 AM

Courtroom Number: 2102
Location: District 1 Court FILED
Cook County, IL 3/25/2021 5:59 PM
IRIS Y. MARTINEZ
CIRCUIT CLERK
IN THE CIRCUIT COURT OF COOK COUNTY
COOK COUNTY, IL
COUNTY DEPARTMENT, CHANCERY DIVISION
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
2021CH01438
ILLINOIS AUTOMOBILE DEALERS ) 12721526

ASSOCIATION; CHICAGO AUTOMOBILE )
TRADE ASSOCIATION; PEORIA METRO NEW )
CAR DEALERS ASSOCIATION; ILLINOIS )
MOTORCYCLE DEALERS ASSOCIATION; ACIA )
CH AUTO LLC d/b/a NORTH CITY HONDA; ) 2021CH01438
ACIA HN AUTO LLC d/b/a HYUNDAI OF ) Case No. ___________________
LINCOLNWOOD; ACIA KL AUTO LLC d/b/a KIA )
OF LINCOLNWOOD; ACIA MOTORS LLC d/b/a )
BLOOMINGTON-NORMAL AUTO MALL; ACIA ) Hon.
PG AUTO LLC d/b/a CHEVROLET OF ) (Calendar )
PALATINE; ACIA PH AUTO LLC d/b/a HYUNDAI )
OF PALATINE; ACIA TC AUTO LLC d/b/a )
TOYOTA OF LINCOLN PARK; ACIA TN AUTO )
LLC d/b/a TOYOTA OF LINCOLNWOOD; AL )
CIONI FORD, INC.; AL PIEMONTE CADILLAC, )
INC.; AL PIEMONTE FORD SALES, INC.; AL )
PIEMONTE NISSAN, INC.; ANDERSON )
DEALERSHIPS, INC. d/b/a ANDERSON )
MITSUBISHI, HYUNDAI OF PERRYVILLE, )
ROCK RIVER FORD AND ROCK RIVER KIA; )
ANDERSON DODGE, INC. d/b/a ANDERSON )
CHRYSLER DODGE JEEP RAM; ANDERSON )
FORD OF CLINTON, INC.; ANDERSON MOTOR )
COMPANY OF CRYSTAL LAKE, INC. d/b/a BMW )
OF CRYSTAL LAKE, MAZDA OF CRYSTAL )
LAKE AND VOLKSWAGEN OF CRYSTAL LAKE; )
ANDERSON NISSAN, INC. d/b/a ANDERSON )
MAZDA AND ANDERSON NISSAN; ANDERSON )
ROCKFORD AUTO, INC. d/b/a ANDERSON )
TOYOTA AND LEXUS OF ROCKFORD; )
ANTHONY BUICK GMC, INC.; APPLE )
CHEVROLET, INC.; ARNIE BAUER II, LLC; )
ARNIE BAUER INC.; ATVS AND MORE, INC.; )
AUFFENBERG FORD NORTH, INC.; )
AUFFENBERG FORD, INC.; AUFFENBERG )
HYUNDAI, INC.; AUFFENBERG MOTORS OF )
ILLINOIS, INC. d/b/a AUFFENBERG MAZDA; )
BARKAU BROTHERS LLC d/b/a BARKAU )
CHRYSLER DODGE JEEP RAM; BARKAU )
CHEVROLET, INC.; BARKER CHEVROLET, )
INC.; BARKER MOTOR CO.; BAUM )
1
CHEVROLET-BUICK CO. d/b/a BAUM MOTOR )
CO.; BETTENHAUSEN MOTOR SALES, INC.; )
BILL JACOBS AURORA, INC.; BILL JACOBS )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
NAPERVILLE, L.L.C.; BILL KAY FORD, INC.; )

BILL KAY OLDSMOBILE, INC. d/b/a BILL KAY )
HONDA; BILL WALSH CHEVROLET- )
CADILLAC, INC.; BJL AUTOMOTIVE, INC. d/b/a )
BOB LINDSAY ACURA; BMI IMPORTS, INC.; )
BOB BRADY DODGE, INC.; BOB RIDINGS )
CHRYSLER-DODGE, INC. d/b/a BOB RIDINGS )
PANA; BOB RIDINGS FORD OF )
JACKSONVILLE, INC. d/b/a BOB RIDINGS )
WESTOWN FORD, LINCOLN; BOB RIDINGS )
LINCOLN, INC. d/b/a BOB RIDINGS DECATUR; )
BOB RIDINGS, INC. d/b/a BOB RIDINGS )
TAYLORVILLE; BOCKER CHEVROLET, BUICK, )
GMC, CADILLAC, INC.; BRAD MANNING FORD, )
INC.; BREESE MOTOR SALES, INC.; )
BRILLIANCE MOTOR SALES, INC. d/b/a )
BRILLIANCE HONDA OF CRYSTAL LAKE; )
BRUCE FOOTE CHEVROLET, INC.; BRYDEN )
FORD, INC.; BUSS FORD SALES, L.L.C. d/b/a )
BUSS FORD AND BUSS LINCOLN; CARMACK )
CAR CAPITOL, INC.; CASTLE BUICK-GMC, )
INC.; CASTLE CHEVROLET NORTH LLC; )
CASTLE CHEVROLET, INC.; CHAMPION 444, )
LLC d/b/a AL PIEMONTE BUICK-GMC; )
CHEVROLET OF HOMEWOOD, INC.; )
COFFMAN TRUCK SALES, INC.; )
CONTINENTAL AUTOS, INC.; CONTINENTAL )
CLASSIC MOTORS, INC.; COURT STREET )
FORD, INC.; DAN HECHT CHEVROLET, INC.; )
DAVIS BUICK, GMC, INC.; DIEPHOLZ AUTO )
GROUP OF PARIS, INC.; DIEPHOLZ AUTO )
GROUP, INC.; DODGE OF ANTIOCH, INC.; )
DOWNERS GROVE IMPORTS, LTD. d/b/a )
GENESIS OF DOWNERS GROVE, PUGI )
HYUNDAI, PUGI MAZDA AND PUGI )
VOLKSWAGEN; DRISCOLL MOTOR CO., INC.; )
ED NAPLETON CALUMET CITY IMPORTS, )
INC.; ED NAPLETON ELMHURST IMPORTS, )
INC.; ED NAPLETON OAK LAWN IMPORTS, )
INC.; ED NAPLETON WESTMONT IMPORTS, )
INC.; ELMHURST AUTO GROUP, LTD. d/b/a )
ELMHURST TOYOTA; ELMHURST AUTO )
WERKS, LTD. d/b/a ELMHURST BMW, LTD.; )
2
ETTLESON CADILLAC-BUICK-GMC, INC.; )
ETTLESON HYUNDAI, LLC; FEDERICO )
CHRYSLER-DODGE, INC.; FIELDS IMPORTS, )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
INC. d/b/a FIELDS BMW; FIELDS JEEP, INC. )

d/b/a FIELDS CHRYSLER JEEP DODGE RAM; )
FIELDS PAG, INC. d/b/a JAGUAR LAND ROVER )
NORTHFIELD; FINISH LINE FORD, INC.; FORD )
SQUARE OF MT. VERNON, LTD.; FREEWAY )
FORD TRUCK SALES, INC.; GDM IMPORTS, )
INC. d/b/a MCGRATH VOLVO CARS )
BARRINGTON; GERALD FORD, INC.; GERALD )
HYUNDAI, INC.; GERALD IMPORTS, INC. d/b/a )
GERALD HONDA OF MATTESON; GERALD )
MOTORS, INC. d/b/a GERALD TOYOTA OF )
MATTESON; GERALD NAPERVILLE, INC. d/b/a )
GERALD KIA OF NAPERVILLE; GERALD )
NISSAN OF NORTH AURORA, INC.; GERALD )
NISSAN, INC.; GERALD NORTH AURORA, INC. )
d/b/a GERALD KIA OF NORTH AURORA; )
GERALD SUBARU OF NORTH AURORA, INC.; )
GERALD SUBARU, INC.; GILLESPIE )
AUTOMOTIVE LLC; GLENVIEW LUXURY )
IMPORTS LLC; GOLD COAST MOTOR CARS, )
INC. d/b/a PERILLO BMW, INC.; GOLF MILL )
MOTOR SALES, INC. d/b/a GOLF MILL FORD; )
GREEN CHEVROLET, INC.; GUSTAFSON FORD )
LLC; H.D.A. MOTORS, INC. d/b/a )
CONTINENTAL HONDA; HELLER FORD SALES, )
INC.; HIGHLAND PARK AUTOMOTIVE, INC.; )
HOPKINS FORD OF ELGIN, INC.; HOWARD )
ORLOFF IMPORTS, INC.; HYUNDAI OF )
MATTESON LLC d/b/a WORLD HYUNDAI )
MATTESON; INCIPE, LLC d/b/a HAWK FORD )
OF OAK LAWN; ISRINGHAUSEN IMPORTS, )
INC.; JACK SCHMITT CADILLAC, INC.; )
JAGUAR LAND ROVER PEORIA, INC.; JANSEN )
CHEVROLET CO., INC.; JEFF PERRY BUICK )
GMC, INC.; JEFF PERRY, INC. d/b/a JEFF )
PERRY CHEVROLET BUICK CADILLAC AND )
JEFF PERRY CHRYSLER JEEP; JENNINGS )
CHEVROLET, INC.; JIM MCCOMB )
CHEVROLET, INC. d/b/a UFTRING WESTON )
CHEVROLET CADILLAC, INC.; JOE RIZZA )
FORD OF ORLAND PARK, INC.; JOE RIZZA )
IMPORTS, INC.; JOHAWK LLC d/b/a HAWK )
VOLKSWAGEN OF JOLIET; JP MOTORS, INC.; )
3
K & J CHEVROLET INC.; K&J AUTOMOTIVE, )
INC. d/b/a K&J CHRYSLER DODGE JEEP RAM; )
KELLY NISSAN, INC.; KEN DIEPHOLZ )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
CHEVROLET, INC.; LAND ROVER HINSDALE, )

L.L.C.; LARRY STOVESAND OF SOUTHERN )
ILLINOIS, INC. d/b/a LARRY STOVESAND KIA; )
LAURA BUICK-GMC, INC.; LEXGLEN, INC. d/b/a )
FIELDS LEXUS GLENVIEW; LIBERTY AUTO )
CITY, INC.; LIBERTY CHEVROLET, INC. d/b/a )
BILL KAY CHEVROLET; LIBERTYVILLE )
CHEVROLET, INC.; LIGHTHOUSE BUICK GMC, )
INC.; LOQUERCIO AUTOMOTIVE NORTH LLC )
d/b/a DUNDEE FORD; LOQUERCIO )
AUTOMOTIVE NORTHSIDE, LLC d/b/a TOYOTA )
OF FOX LAKE; LOQUERCIO AUTOMOTIVE )
SOUTH, INC. d/b/a HONDA CITY; LOQUERCIO )
AUTOMOTIVE WEST LLC d/b/a ELGIN )
CHRYSLER DODGE JEEP RAM; LOQUERCIO )
AUTOMOTIVE, INC. d/b/a ELGIN HYUNDAI AND )
GENESIS OF ELGIN; LOU BACHRODT )
CHEVROLET CO.; M.E. FIELDS, INC. d/b/a MINI )
OF GLENCOE NORTH SHORE; MANCARI )
CHRYSLER PLYMOUTH, INC.; MARION FORD, )
INC.; MATTSPELL MOTORS, INC. d/b/a )
GURNEE CHRYSLER DODGE JEEP RAM; MAX )
DYE, INC.; MCGINLEY, INC.; MCGRATH 1620, )
INC. d/b/a MCGRATH ACURA OF )
LIBERTYVILLE; MCGRATH ENTERPRISES, )
INC. d/b/a MCGRATH HONDA; MCGRATH )
IMPORTS, INC. d/b/a MCGRATH ACURA OF )
MORTON GROVE AND MCGRATH AUDI; )
MCGRATH MOTORS, INC. d/b/a MCGRATH )
HONDA OF ST. CHARLES; METRO FORD )
SALES & SERVICE, INC.; MICHAEL ROBERT )
ENTERPRISES, INC. d/b/a CHICAGO )
NORTHSIDE TOYOTA; MID-CONTINENTAL )
COMPANIES, INC. d/b/a THE LANDMARK )
AUTOMOTIVE GROUP; MIKE MILLER )
AUTOMOTIVE, INC. d/b/a MIKE MILLER AUTO )
PARK; MIKE MURPHY FORD, INC.; NAPLETON )
AURORA IMPORTS, INC.; NAPLETON )
AUTOMOTIVE OF URBANA, LLC; NAPLETON )
LIBERTYVILLE, INC. d/b/a NAPLETON MAZDA )
OF LIBERTYVILLE; NAPLETON URBANA )
IMPORTS, LLC; NAPLETON’S ARLINGTON )
HEIGHTS MOTORS, INC.; NAPLETON’S )
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GOLDCOAST IMPORTS, INC.; NAPLETON’S )
RIVER OAKS MOTORS, INC.; NJRP, INC. d/b/a )
PORSCHE ORLAND PARK; NORTHWEST AUTO )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
SALES, INC. d/b/a MULLER’S WOODFIELD )

ACURA; OAK LAWN HYUNDAI, INC. d/b/a )
HAPPY HYUNDAI; OBG IMPORTS, INC.; )
PACKEY WEBB FORD AN ILLINOIS LIMITED )
PARTNERSHIP d/b/a PACKEY WEBB FORD; )
PATRICK HYUNDAI, LLC; PATRICK JAGUAR, )
L.L.C.; PATRICK SCHAUMBURG )
AUTOMOBILES, INC.; PETERSEN CHEVROLET- )
BUICK, INC.; PHELIA, LLC d/b/a HAWK )
CHEVROLET; PHILLIPS CHEVROLET, INC.; )
PIALEX AUTOMOTIVE, LLC; PIATOY )
AUTOMOTIVE, LLC; PIEMONTE’S DUNDEE )
CHEVROLET, INC.; PRESCOTT BROTHERS, )
INC.; RA D’ORAZIO FORD, INC.; RADIO CITY )
AUTOMOTIVE, INC.; RAY DENNISON )
CHEVROLET, INC.; RIVER FRONT CHRYSLER )
JEEP, INC.; RIVER OAKS IMPORTS, INC.; )
RIVER VIEW FORD, INC.; RIVERSIDE )
CHEVROLET, INC.; RIZZA BUICK GMC )
CADILLAC, INC.; ROBERT LOQUERCIO )
ENTERPRISES, INC. d/b/a ELGIN TOYOTA; )
ROESCH FINCO, L.L.C. d/b/a LARRY ROESCH )
VOLKSWAGEN; ROGERS AUTO GROUP, INC.; )
ROLAND RICH FORD, INC.; RON TIRAPELLI )
FORD, INC.; ROSEN HYUNDAI ENTERPRISES, )
LLC; RPG IMPORTS, LLC; SAM LEMAN )
CHEVROLET-BUICK, INC.; SCHMITT )
CHEVROLET, INC. d/b/a JACK SCHMITT )
CHEVROLET OF O’FALLON; SHIELDS AUTO )
CENTER, INC.; SMOKY JENNINGS )
CHEVROLET, INC.; SPELLMATT MOTORS, )
INC. d/b/a DU PAGE CHRYSLER DODGE JEEP )
RAM; SPONTE SALES, INC. d/b/a HAWK )
CHRYSLER DODGE JEEP RAM FIAT; ST. CLAIR )
IMPORTS, INC. d/b/a AUFFENBERG KIA; ST. )
CLAIR MOTORS, INC. d/b/a AUFFENBERG )
CHRYSLER DODGE JEEP RAM; ST. CLAIR )
NISSAN INC. d/b/a AUFFENBERG NISSAN; ST. )
CLAIR VOLKSWAGEN, INC. d/b/a )
AUFFENBERG VOLKSWAGEN; SULLIVAN- )
PARKHILL AUTOMOTIVE, INC.; SULLIVAN- )
PARKHILL IMPORTS, INC.; SUNNYSIDE AUTO )
FINANCE CO. d/b/a SUNNYSIDE CO.; SUNSET )
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FORD OF WATERLOO, INC.; SUTTON FORD, )
INC.; THE ARLINGTON AUTOMOTIVE GROUP, )
INC.; TRUCK CENTERS, INC.; TWOB’S )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
AUTOMOTIVE, INC. d/b/a BOB LINDSAY )

HONDA; TYSON MOTOR, LLC; UFTRING )
CHEVROLET, INC.; UFTRING CHRYSLER, INC.; )
UFTRING FORD, INC.; UFTRING NISSAN, INC.; )
VELDE CADILLAC-BUICK-GMC, INC.; VELDE )
FORD SALES, INC.; VIA CARLITA LLC d/b/a )
HAWK FORD OF ST. CHARLES AND HAWK )
NISSAN; VICTOR FORD, INC.; VNF, INC. d/b/a )
FIELDS VOLVO CARS NORTHFIELD; )
WATSEKA FORD-LINCOLN, INC.; WEBB )
CHEVROLET PLAINFIELD, INC.; WEBB )
CHEVROLET, INC.; WEST JEFF AUTO SALES )
LLC d/b/a HAWK CADILLAC, HAWK )
CHEVROLET OF JOLIET, HAWK OF JOLIET, )
HAWK MAZDA AND HAWK SUBARU; )
WICKSTROM AUTO GROUP, INC.; )
WILLOWBROOK FORD, INC.; WILSON )
CHRYSLER JEEP, INC.; WORLD AUTOMOTIVE )
JOLIET LLC d/b/a WORLD KIA JOLIET; YEMM )
CHEVROLET, INC. d/b/a YEMM CHEVROLET- )
BUICK-GMC AND YEMM CHRYSLER-DODGE- )
JEEP-RAM; ZEIGLER CHEVROLET )
SCHAUMBURG, LLC; ZEIGLER CHRYSLER )
DODGE JEEP DOWNERS GROVE, LLC; )
ZEIGLER CHRYSLER DODGE JEEP, LLC; )
ZEIGLER HOFFMAN ESTATES I, LLC; )
ZEIGLER HOFFMAN ESTATES II, LLC; )
ZEIGLER INFINITI ORLAND PARK, LLC; )
ZEIGLER LINCOLNWOOD, LLC; ZEIGLER )
LINCOLNWOOD II, LLC; ZEIGLER MOTORS, )
LLC; ZEIGLER NISSAN GURNEE, LLC; )
ZEIGLER NISSAN ORLAND PARK, LLC; )
ZEIGLER NORTH RIVERSIDE, LLC; ZEIGLER )
ORLAND PARK, LLC; ZEIGLER SCHAUMBURG )
IV, LLC, )
)
Plaintiffs, )
)
v. )
)
6
OFFICE OF THE ILLINOIS SECRETARY OF )
STATE; JESSE WHITE, in his official capacity as )
the Illinois Secretary of State; RIVIAN )
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
AUTOMOTIVE, INC.; RIVIAN AUTOMOTIVE, )

LLC; RIVIAN, LLC; LUCID USA, INC., )
)
Defendants. )
)
)
COMPLAINT
Plaintiffs, the Illinois Automobile Dealers Association (“IADA”), the Chicago
Automobile Trade Association (“CATA”), the Peoria Metro New Car Dealers Association
(“PMNCDA”), the Illinois Motorcycle Dealers Association (“IMDA”), and individual franchised
motor vehicle dealers throughout Illinois (set out individually below), by and through their
undersigned counsel, hereby bring this Complaint against Defendants, the Office of the Illinois
Secretary of State, Jesse White, in his official capacity as the Illinois Secretary of State, and
Rivian Automotive, Inc., Rivian Automotive, LLC, Rivian, LLC and Lucid USA, Inc. seeking:
(1) enforcement of, and compliance with, Illinois licensing laws regarding the sale of new motor
vehicles to consumers in Illinois, and (2) a declaratory judgment that motor vehicle manufacturers
cannot directly sell new motor vehicles in Illinois in violation of the licensing structure and
franchise system established by the Illinois Vehicle Code, 625 ILCS 5/1-100, et seq. (the “Vehicle
Code” or “Code”), and the Illinois Motor Vehicle Franchise Act, 815 ILCS 710/1 et seq.
(“IMVFA” or the “Act”). In support hereof, Plaintiffs state as follows:
INTRODUCTION
1. For decades the Vehicle Code and IMVFA have been in place to protect Illinois
consumers and the more than 700 new motor vehicle dealers operating in this State. One key
provision under the Vehicle Code provides that the only persons eligible to be licensed by the
7
State to sell new vehicles directly to the public are those with a contract between the licensee
and the manufacturer of the new vehicles being offered. When the IMVFA was enacted, it
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
solidified the franchise system in Illinois with the purpose of empowering dealers and protecting
the citizens of Illinois. Under the IMVFA, manufacturers are expressly prohibited from
operating a new vehicle franchise. The consequence is that all sales to the public must be
made through licensed and independent franchised new motor vehicle dealers.
2. Defendants Rivian and Lucid are vehicle manufacturers. They are not currently
licensed to sell new vehicles under the Vehicle Code and, as manufacturers, they cannot obtain an
Illinois license to sell new vehicles directly to the public under the Vehicle Code or the IMVFA.
Rather than comply with Illinois statutory law and sell vehicles through franchisees, Rivian and
Lucid are currently taking online orders for sales directly to the public in Illinois. Rivian and
Lucid are also in the process of building and opening showrooms in Chicago and Oak Brook with
the approval of the Illinois Secretary of State.
3. The Illinois Secretary of State’s office is charged with enforcing the Vehicle Code
and the IMVFA; however, as detailed below, the Secretary of State’s office has abandoned its
enforcement role. Rather than complying with its enforcement duties, the Secretary of State has
bowed to political pressure by agreeing to lessen its licensing requirements for certain new-to-the-
market vehicle manufacturers – first Tesla, and now Rivian and Lucid – allowing them to directly
sell new motor vehicles to consumers in Illinois without dealers. Plaintiffs do not object to these
new manufacturers doing business in this State, but they cannot be excused from following the
legal requirements that all other manufacturers and their dealers have been required to follow for
decades.
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4. The Secretary of State’s search for excuses to avoid its enforcement duties is done
knowing that Illinois new vehicle franchised dealers and manufacturers have relied upon the
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
Vehicle Code and IMVFA in collectively investing billions in land and buildings to showcase and
service new motor vehicles, and dealers have spent billions more on salaries for their more than
40,000 employees in Illinois. The important purposes behind having independent motor vehicle
dealers include sales and service, price competition for the benefit of consumers, and advocating
for consumers on warranty and recall service work, along with the substantial contributions made
by what are largely family owned businesses to both the work force and the communities in
which they operate. Put simply, independent dealers are vital to the State’s economy and safety
and underly the legislative purpose behind the Vehicle Code and the IMVFA. The Secretary of
State’s failure to enforce existing law will result in real and irreparable harm to Plaintiffs and
those employed in the new vehicle franchise industry, as well as the public at large. This
complaint requests that this court do what the Secretary of State has neglected to do – enforce the
law.
PARTIES TO THIS MATTER, JURISDICTION AND VENUE
5. Plaintiff, IADA, is a trade association with over 700 motor vehicle dealers
operating in the State of Illinois as members. IADA members employ more than 40,000 people in
Illinois. IADA members’ employees average $59,774 in annual earnings with a total payroll of
$2.5 billion. IADA’s offices are located at 300 W. Edwards Street in Springfield, Illinois.
6. Plaintiff, CATA, is a trade association representing more than 400 franchised
motor vehicle dealers in the Chicagoland area. CATA’s offices are located at 18W200 Butterfield
Road in Oakbrook, Illinois.
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7. Plaintiff, PMNCDA, is a trade association representing new car dealers in Illinois.
PMNCDA’s offices are located at 4234 N. Brandywine Drive, Suite D in Peoria, Illinois.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
8. Plaintiff, IMDA, is a trade association representing franchised motorcycle dealers
in Illinois. IMDA’s offices are located at 3801 N. Dirksen Parkway in Springfield, Illinois.
9. Plaintiff, ACIA CH Auto LLC d/b/a North City Honda, is a Delaware limited
liability company with its principal place of business in Chicago, Illinois.
10. Plaintiff, ACIA HN Auto LLC d/b/a Hyundai of Lincolnwood, is a Delaware
limited liability company with its principal place of business in Lincolnwood, Illinois.
11. Plaintiff, ACIA KL Auto LLC d/b/a Kia of Lincolnwood, is a Delaware limited
liability company with its principal place of business in Lincolnwood, Illinois.
12. Plaintiff, ACIA Motors LLC d/b/a Bloomington-Normal Auto Mall, is a Delaware
limited liability company with its principal place of business in Normal, Illinois.
13. Plaintiff, ACIA PG Auto LLC d/b/a Chevrolet of Palatine, is a Delaware limited
liability company with its principal place of business in Palatine, Illinois.
14. Plaintiff, ACIA PH Auto LLC d/b/a Hyundai of Palatine, is a Delaware limited
liability company with its principal place of business in Palatine, Illinois.
15. Plaintiff, ACIA TC Auto LLC d/b/a Toyota of Lincoln Park, is a Delaware limited
liability company with its principal place of business in Chicago, Illinois.
16. Plaintiff, ACIA TN Auto LLC d/b/a Toyota of Lincolnwood, is a Delaware limited
liability company with its principal place of business in Lincolnwood, Illinois.
17. Plaintiff, Al Cioni Ford, Inc., is an Illinois corporation with its principal place of
business in Granville, Illinois.
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18. Plaintiff, Al Piemonte Cadillac, Inc., is an Illinois corporation with its principal
place of business in St. Charles, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
19. Plaintiff, Al Piemonte Ford Sales, Inc., is a Delaware corporation with its principal
place of business in Melrose Park, Illinois.
20. Plaintiff, Al Piemonte Nissan, Inc., is an Illinois corporation with its principal
place of business in Melrose Park, Illinois.
21. Plaintiff, Anderson Dealerships, Inc. d/b/a Anderson Mitsubishi, Hyundai of
Perryville, Rock River Ford and Rock River Kia, is an Illinois corporation with its principal place
of business in Rockford, Illinois.
22. Plaintiff, Anderson Dodge, Inc. d/b/a Anderson Chrysler Dodge Jeep Ram, is an
Illinois corporation with its principal place of business in Rockford, Illinois.
23. Plaintiff, Anderson Ford of Clinton, Inc., is an Illinois corporation with its
principal place of business in Clinton, Illinois.
24. Plaintiff, Anderson Motor Company of Crystal Lake, Inc. d/b/a BMW of Crystal
Lake, Mazda of Crystal Lake and Volkswagen of Crystal Lake, is an Illinois corporation with its
principal place of business in Crystal Lake, Illinois.
25. Plaintiff, Anderson Nissan, Inc. d/b/a Anderson Mazda and Anderson Nissan, is an
Illinois corporation with its principal place of business in Rockford, Illinois.
26. Plaintiff, Anderson Rockford Auto, Inc. d/b/a Anderson Toyota and Lexus of
Rockford, is an Illinois corporation with its principal place of business in Loves Park, Illinois.
27. Plaintiff, Anthony Buick GMC, Inc., is an Illinois corporation with its principal
place of business in Gurnee, Illinois.
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28. Plaintiff, Apple Chevrolet, Inc., is an Illinois corporation with its principal place of
business in Tinley Park, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
29. Plaintiff, Arnie Bauer II, LLC, is an Illinois limited liability company with its
principal place of business in Wilmington, Illinois.
30. Plaintiff, Arnie Bauer Inc., is an Illinois corporation with its principal place of
business in Matteson, Illinois.
31. Plaintiff, ATVs and More, Inc., is an Illinois corporation with its principal place of
business in Salem, Illinois.
32. Plaintiff, Auffenberg Ford North, Inc., is an Illinois corporation with its principal
place of business in O’Fallon, Illinois.
33. Plaintiff, Auffenberg Ford, Inc., is an Illinois corporation with its principal place of
business in Belleville, Illinois.
34. Plaintiff, Auffenberg Hyundai, Inc., is an Illinois corporation with its principal
35. Plaintiff, Auffenberg Motors of Illinois, Inc. d/b/a Auffenberg Mazda, is an Illinois
corporation with its principal place of business in O’Fallon, Illinois.
36. Plaintiff, Barkau Brothers LLC d/b/a Barkau Chrysler Dodge Jeep Ram, is an
Illinois limited liability company with its principal place of business in Freeport, Illinois.
37. Plaintiff, Barkau Chevrolet, Inc., is an Illinois corporation with its principal place
of business in Stockton, Illinois.
38. Plaintiff, Barker Chevrolet, Inc., is an Illinois corporation with its principal place
of business in Lexington, Illinois.
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39. Plaintiff, Barker Motor Co., is a Delaware corporation with its principal place of
business in Bloomington, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
40. Plaintiff, Baum Chevrolet-Buick Co. d/b/a Baum Motor Co., is a Delaware
corporation with its principal place of business in Clinton, Illinois.
41. Plaintiff, Bettenhausen Motor Sales, Inc., is an Illinois corporation with its
principal place of business in Tinley Park, Illinois.
42. Plaintiff, Bill Jacobs Aurora, Inc., is an Illinois corporation with its principal place
of business in Naperville, Illinois.
43. Plaintiff, Bill Jacobs Naperville, L.L.C., is an Illinois limited liability company
with its principal place of business in Naperville, Illinois.
44. Plaintiff, Bill Kay Ford, Inc., is an Illinois corporation with its principal place of
business in Midlothian, Illinois.
45. Plaintiff, Bill Kay Oldsmobile, Inc. d/b/a Bill Kay Honda, is an Illinois corporation
with its principal place of business in Bourbonnais, Illinois.
46. Plaintiff, Bill Walsh Chevrolet-Cadillac, Inc., is an Illinois corporation with its
principal place of business in Ottawa, Illinois.
47. Plaintiff, BJL Automotive, Inc. d/b/a Bob Lindsay Acura, is an Illinois corporation
with its principal place of business in Peoria, Illinois.
48. Plaintiff, BMI Imports, LLC, is an Illinois limited liability company with its
principal place of business in Normal, Illinois.
49. Plaintiff, Bob Brady Dodge, Inc., is an Illinois corporation with its principal place
of business in Decatur, Illinois.
13
50. Plaintiff, Bob Ridings Chrysler-Dodge, Inc. d/b/a Bob Ridings Pana, is an Illinois
corporation with its principal place of business in Pana, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
51. Plaintiff, Bob Ridings Ford of Jacksonville, Inc. d/b/a Bob Ridings Westown Ford,
Lincoln, is an Illinois corporation with its principal place of business in Jacksonville, Illinois.
52. Plaintiff, Bob Ridings Lincoln, Inc. d/b/a Bob Ridings Decatur, is an Illinois
corporation with its principal place of business in Decatur, Illinois.
53. Plaintiff, Bob Ridings, Inc. d/b/a Bob Ridings Taylorville, is an Illinois corporation
with its principal place of business in Taylorville, Illinois.
54. Plaintiff, Bocker Chevrolet, Buick, GMC, Cadillac, Inc., is an Illinois corporation
with its principal place of business in Freeport, Illinois.
55. Plaintiff, Brad Manning Ford, Inc., is an Illinois corporation with its principal
place of business in Dekalb, Illinois.
56. Plaintiff, Breese Motor Sales, Inc., is an Illinois corporation with its principal place
of business in Breese, Illinois.
57. Plaintiff, Brilliance Motor Sales, Inc. d/b/a Brilliance Honda of Crystal Lake, is an
Illinois corporation with its principal place of business in Crystal Lake, Illinois.
58. Plaintiff, Bruce Foote Chevrolet, Inc., is a Delaware corporation with its principal
place of business in Monmouth, Illinois.
59. Plaintiff, Bryden Ford, Inc., is an Illinois corporation with its principal place of
business in Durand, Illinois.
60. Plaintiff, Buss Ford Sales, L.L.C. d/b/a Buss Ford and Buss Lincoln, is an Illinois
limited liability company with its principal place of business in McHenry, Illinois.
14
61. Plaintiff, Carmack Car Capitol, Inc., is an Illinois corporation with its principal
place of business in Danville, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
62. Plaintiff, Castle Buick-GMC, Inc., is an Illinois corporation with its principal place
of business in North Riverside, Illinois.
63. Plaintiff, Castle Chevrolet North LLC, is an Illinois limited liability company with
its principal place of business in Elk Grove Village, Illinois.
64. Plaintiff, Castle Chevrolet, Inc., is an Illinois corporation with its principal place of
business in Villa Park, Illinois.
65. Plaintiff, Champion 444, LLC d/b/a Al Piemonte Buick-GMC, is an Illinois
limited liability company with its principal place of business in Elmhurst, Illinois.
66. Plaintiff, Chevrolet of Homewood, Inc., is an Illinois corporation with its principal
place of business in Homewood, Illinois.
67. Plaintiff, Coffman Truck Sales, Inc., is a Delaware corporation with its principal
place of business in Aurora, Illinois.
68. Plaintiff, Continental Autos, Inc., is an Illinois corporation with its principal place
of business in Hodgkins, Illinois.
69. Plaintiff, Continental Classic Motors, Inc., is an Illinois corporation with its
principal place of business in Hinsdale, Illinois.
70. Plaintiff, Court Street Ford, Inc., is an Illinois corporation with its principal place
of business in Bourbonnais, Illinois.
71. Plaintiff, Dan Hecht Chevrolet, Inc., is a Missouri corporation with its principal
place of business in Effingham, Illinois.
15
72. Plaintiff, Davis Buick, GMC, Inc., is an Illinois corporation with its principal place
of business in Canton, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
73. Plaintiff, Diepholz Auto Group of Paris, Inc., is an Illinois corporation with its
principal place of business in Paris, Illinois.
74. Plaintiff, Diepholz Auto Group, Inc., is an Illinois corporation with its principal
place of business in Effingham, Illinois.
75. Plaintiff, Dodge of Antioch, Inc., is an Illinois corporation with its principal place
of business in Antioch, Illinois.
76. Plaintiff, Downers Grove Imports, Ltd. d/b/a Genesis of Downers Grove, Pugi
Hyundai, Pugi Mazda and Pugi Volkswagen, is an Illinois corporation with its principal place of
business in Downers Grove, Illinois.
77. Plaintiff, Driscoll Motor Co., Inc., is an Illinois corporation with its principal place
of business in Pontiac, Illinois.
78. Plaintiff, Ed Napleton Calumet City Imports, Inc., is an Illinois corporation with its
principal place of business in Calumet City, Illinois.
79. Plaintiff, Ed Napleton Elmhurst Imports, Inc., is an Illinois corporation with its
principal place of business in Elmhurst, Illinois.
80. Plaintiff, Ed Napleton Oak Lawn Imports, Inc., is an Illinois corporation with its
principal place of business in Oak Lawn, Illinois.
81. Plaintiff, Ed Napleton Westmont Imports, Inc., is an Illinois corporation with its
principal place of business in Westmont, Illinois.
82. Plaintiff, Elmhurst Auto Group, Ltd. d/b/a Elmhurst Toyota, is an Illinois
corporation with its principal place of business in Elmhurst, Illinois.
16
83. Plaintiff, Elmhurst Auto Werks, Ltd. d/b/a Elmhurst BMW, Ltd., is an Illinois
corporation with its principal place of business in Elmhurst, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
84. Plaintiff, Ettleson Cadillac-Buick-GMC, Inc., is an Illinois corporation with its
principal place of business in Hodgkins, Illinois.
85. Plaintiff, Ettleson Hyundai, LLC, is an Illinois limited liability company with its
principal place of business in Countryside, Illinois.
86. Plaintiff, Federico Chrysler-Dodge, Inc., is an Illinois corporation with its principal
place of business in Wood River, Illinois.
87. Plaintiff, Fields Imports, Inc. d/b/a Fields BMW, is an Illinois corporation with its
principal place of business in Northfield, Illinois.
88. Plaintiff, Fields Jeep, Inc. d/b/a Fields Chrysler Jeep Dodge Ram, is an Illinois
corporation with its principal place of business in Glenview, Illinois.
89. Plaintiff, Fields PAG, Inc. d/b/a Jaguar Land Rover Northfield, is a Florida
corporation with its principal place of business in Northfield, Illinois.
90. Plaintiff, Finish Line Ford, Inc., is a Delaware corporation with its principal place
of business in Peoria, Illinois.
91. Plaintiff, Ford Square of Mt. Vernon, Ltd., is an Illinois corporation with its
principal place of business in Mt. Vernon, Illinois.
92. Plaintiff, Freeway Ford Truck Sales, Inc., is a Delaware corporation with its
principal place of business in Lyons, Illinois.
93. Plaintiff, GDM Imports, Inc. d/b/a McGrath Volvo Cars Barrington, is an Illinois
corporation with its principal place of business in Barrington, Illinois.
17
94. Plaintiff, Gerald Ford, Inc., is an Illinois corporation with its principal place of
business in North Aurora, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
95. Plaintiff, Gerald Hyundai, Inc., is an Illinois corporation with its principal place of
business in North Aurora, Illinois.
96. Plaintiff, Gerald Imports, Inc. d/b/a Gerald Honda of Matteson, is an Illinois
corporation with its principal place of business in Matteson, Illinois.
97. Plaintiff, Gerald Motors, Inc. d/b/a Gerald Toyota of Matteson, is an Illinois
corporation with its principal place of business in Matteson, Illinois.
98. Plaintiff, Gerald Naperville, Inc. d/b/a Gerald Kia of Naperville, is an Illinois
corporation with its principal place of business in Naperville, Illinois.
99. Plaintiff, Gerald Nissan of North Aurora, Inc., is an Illinois corporation with its
principal place of business in North Aurora, Illinois.
100. Plaintiff, Gerald Nissan, Inc., is an Illinois corporation with its principal place of
business in Naperville, Illinois.
101. Plaintiff, Gerald North Aurora, Inc. d/b/a Gerald Kia of North Aurora, is an Illinois
corporation with its principal place of business in Aurora, Illinois.
102. Plaintiff, Gerald Subaru of North Aurora, Inc., is an Illinois corporation with its
103. Plaintiff, Gerald Subaru, Inc., is an Illinois corporation with its principal place of
business in Naperville, Illinois.
104. Plaintiff, Gillespie Automotive LLC, is an Illinois limited liability company with
its principal place of business in Gurnee, Illinois.
18
105. Plaintiff, Glenview Luxury Imports LLC, is an Illinois limited liability company
with its principal place of business in Glenview, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
106. Plaintiff, Gold Coast Motor Cars, Inc. d/b/a Perillo BMW, Inc., is an Illinois
corporation with its principal place of business in Chicago, Illinois.
107. Plaintiff, Golf Mill Motor Sales, Inc. d/b/a Golf Mill Ford, is an Illinois
corporation with its principal place of business in Niles, Illinois.
108. Plaintiff, Green Chevrolet, Inc., is a Delaware corporation with its principal place
of business in Peoria, Illinois.
109. Plaintiff, Gustafson Ford LLC, is an Illinois limited liability company with its
principal place of business in Kewanee, Illinois.
110. Plaintiff, H.D.A. Motors, Inc. d/b/a Continental Honda, is an Illinois corporation
with its principal place of business in Countryside, Illinois.
111. Plaintiff, Heller Ford Sales, Inc., is an Illinois corporation with its principal place
of business in El Paso, Illinois.
112. Plaintiff, Highland Park Automotive, Inc., is a Delaware corporation with its
principal place of business in Highland Park, Illinois.
113. Plaintiff, Hopkins Ford of Elgin, Inc., is an Illinois corporation with its principal
place of business in Elgin, Illinois.
114. Plaintiff, Howard Orloff Imports, Inc., is an Illinois corporation with its principal
place of business in Chicago, Illinois.
115. Plaintiff, Hyundai of Matteson LLC d/b/a World Hyundai Matteson, is an Illinois
limited liability company with its principal place of business in Matteson, Illinois.
19
116. Plaintiff, Incipe, LLC d/b/a Hawk Ford of Oak Lawn, is an Illinois limited liability
company with its principal place of business in Oak Lawn, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
117. Plaintiff, Isringhausen Imports, Inc., is an Illinois corporation with its principal
place of business in Springfield, Illinois.
118. Plaintiff, Jack Schmitt Cadillac, Inc., is an Illinois corporation with its principal
119. Plaintiff, Jaguar Land Rover Peoria, Inc., is an Illinois corporation with its
principal place of business in Peoria, Illinois.
120. Plaintiff, Jansen Chevrolet Co., Inc., is an Illinois corporation with its principal
place of business in Germantown, Illinois.
121. Plaintiff, Jeff Perry Buick GMC, Inc., is a Delaware corporation with its principal
place of business in Peru, Illinois.
122. Plaintiff, Jeff Perry, Inc. d/b/a Jeff Perry Chevrolet Buick Cadillac and Jeff Perry
Chrysler Jeep, is an Illinois corporation with its principal place of business in Rochelle, Illinois.
123. Plaintiff, Jennings Chevrolet, Inc., is an Illinois corporation with its principal place
of business in Glenview, Illinois.
124. Plaintiff, Jim McComb Chevrolet, Inc. d/b/a Uftring Weston Chevrolet Cadillac,
Inc., is a Delaware corporation with its principal place of business in Peoria, Illinois.
125. Plaintiff, Joe Rizza Ford of Orland Park, Inc., is an Illinois corporation with its
principal place of business in Orland Park, Illinois.
126. Plaintiff, Joe Rizza Imports, Inc., is an Illinois corporation with its principal place
of business in Orland Park, Illinois.
20
127. Plaintiff, Johawk LLC d/b/a Hawk Volkswagen of Joliet, is an Illinois limited
liability company with its principal place of business in Joliet, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
128. Plaintiff, JP Motors, Inc., is an Illinois corporation with its principal place of
business in Peru, Illinois.
129. Plaintiff, K & J Chevrolet Inc., is an Illinois corporation with its principal place of
business in Carlyle, Illinois.
130. Plaintiff, K&J Automotive, Inc. d/b/a K&J Chrysler Dodge Jeep Ram, is an Illinois
corporation with its principal place of business in Carlyle, Illinois.
131. Plaintiff, Kelly Nissan, Inc., is an Illinois corporation with its principal place of
business in Oak Lawn, Illinois.
132. Plaintiff, Ken Diepholz Chevrolet, Inc., is an Illinois corporation with its principal
place of business in Charleston, Illinois.
133. Plaintiff, Land Rover Hinsdale, L.L.C., is an Illinois limited liability company with
its principal place of business in Naperville, Illinois.
134. Plaintiff, Larry Stovesand of Southern Illinois, Inc. d/b/a Larry Stovesand Kia, is
an Illinois corporation with its principal place of business in Carbondale, Illinois.
135. Plaintiff, Laura Buick-GMC, Inc., is an Illinois corporation with its principal place
of business in Collinsville, Illinois.
136. Plaintiff, Lexglen, Inc. d/b/a Fields Lexus Glenview, is an Illinois corporation with
its principal place of business in Glenview, Illinois.
137. Plaintiff, Liberty Auto City, Inc., is an Illinois corporation with its principal place
of business in Libertyville, Illinois.
21
138. Plaintiff, Liberty Chevrolet, Inc. d/b/a Bill Kay Chevrolet, is a Delaware
corporation with its principal place of business in Lisle, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
139. Plaintiff, Libertyville Chevrolet, Inc., is an Illinois corporation with its principal
place of business in Libertyville, Illinois.
140. Plaintiff, Lighthouse Buick GMC, Inc., is an Illinois corporation with its principal
place of business in Morton, Illinois.
141. Plaintiff, Loquercio Automotive North LLC d/b/a Dundee Ford, is an Illinois
limited liability company with its principal place of business in East Dundee, Illinois.
142. Plaintiff, Loquercio Automotive Northside, LLC d/b/a Toyota of Fox Lake, is an
Illinois limited liability company with its principal place of business in Fox Lake, Illinois.
143. Plaintiff, Loquercio Automotive South, Inc. d/b/a Honda City, is an Illinois
corporation with its principal place of business in Chicago, Illinois.
144. Plaintiff, Loquercio Automotive West LLC d/b/a Elgin Chrysler Dodge Jeep Ram,
is an Illinois limited liability company with its principal place of business in Streamwood, Illinois.
145. Plaintiff, Loquercio Automotive, Inc. d/b/a Elgin Hyundai and Genesis of Elgin, is
an Illinois corporation with its principal place of business in Elgin, Illinois.
146. Plaintiff, Lou Bachrodt Chevrolet Co., is an Illinois corporation with its principal
place of business in Rockford, Illinois.
147. Plaintiff, M.E. Fields, Inc. d/b/a MINI of Glencoe North Shore, is a Delaware
corporation with its principal place of business in Glencoe, Illinois.
148. Plaintiff, Mancari Chrysler Plymouth, Inc., is an Illinois corporation with its
principal place of business in Oak Lawn, Illinois.
22
149. Plaintiff, Marion Ford, Inc., is an Illinois corporation with its principal place of
business in Marion, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
150. Plaintiff, Mattspell Motors, Inc. d/b/a Gurnee Chrysler Dodge Jeep Ram, is an
Illinois corporation with its principal place of business in Gurnee, Illinois.
151. Plaintiff, Max Dye, Inc., is a Nevada corporation with its principal place of
business in Salem, Illinois.
152. Plaintiff, McGinley, Inc., is an Illinois corporation with its principal place of
business in Highland, Illinois.
153. Plaintiff, McGrath 1620, Inc. d/b/a McGrath Acura of Libertyville, is an Illinois
corporation with its principal place of business in Libertyville, Illinois.
154. Plaintiff, McGrath Enterprises, Inc. d/b/a McGrath Honda, is an Illinois
corporation with its principal place of business in Elgin, Illinois.
155. Plaintiff, McGrath Imports, Inc. d/b/a McGrath Acura of Morton Grove and
McGrath Audi, is an Illinois corporation with its principal place of business in Morton Grove,
Illinois.
156. Plaintiff, McGrath Motors, Inc. d/b/a McGrath Honda of St. Charles, is an Illinois
corporation with its principal place of business in St. Charles, Illinois.
157. Plaintiff, Metro Ford Sales & Service, Inc., is a Delaware corporation with its
principal place of business in Chicago, Illinois.
158. Plaintiff, Michael Robert Enterprises, Inc. d/b/a Chicago Northside Toyota, is an
Illinois corporation with its principal place of business in Chicago, Illinois.
159. Plaintiff, Mid-Continental Companies, Inc. d/b/a The Landmark Automotive
Group, is a Delaware corporation with its principal place of business in Springfield, Illinois.
23
160. Plaintiff, Mike Miller Automotive, Inc. d/b/a Mike Miller Auto Park, is an Illinois
corporation with its principal place of business in Peoria, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
161. Plaintiff, Mike Murphy Ford, Inc., is an Illinois corporation with its principal place
of business in Morton, Illinois.
162. Plaintiff, Napleton Aurora Imports, Inc., is an Illinois corporation with its principal
place of business in Aurora, Illinois.
163. Plaintiff, Napleton Automotive of Urbana, LLC, is a Florida limited liability
company with its principal place of business in Urbana, Illinois.
164. Plaintiff, Napleton Libertyville, Inc. d/b/a Napleton Mazda of Libertyville, is an
Illinois corporation with its principal place of business in Libertyville, Illinois.
165. Plaintiff, Napleton Urbana Imports, LLC, is an Illinois limited liability company
with its principal place of business in Urbana, Illinois.
166. Plaintiff, Napleton’s Arlington Heights Motors, Inc., is an Illinois corporation with
its principal place of business in Arlington Heights, Illinois.
167. Plaintiff, Napleton’s Goldcoast Imports, Inc., is an Illinois corporation with its
principal place of business in Downers Grove, Illinois.
168. Plaintiff, Napleton’s River Oaks Motors, Inc., is an Illinois corporation with its
principal place of business in Lansing, Illinois.
169. Plaintiff, NJRP, Inc. d/b/a Porsche Orland Park, is an Illinois corporation with its
principal place of business in Orland Park, Illinois.
170. Plaintiff, Northwest Auto Sales, Inc. d/b/a Muller’s Woodfield Acura, is an Illinois
corporation with its principal place of business in Hoffman Estates, Illinois.
24
171. Plaintiff, Oak Lawn Hyundai, Inc. d/b/a Happy Hyundai, is an Illinois corporation
with its principal place of business in Oak Lawn, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
172. Plaintiff, OBG Imports, Inc., is an Illinois corporation with its principal place of
business in Bloomington, Illinois.
173. Plaintiff, Packey Webb Ford an Illinois Limited Partnership d/b/a Packey Webb
Ford, is an Illinois limited partnership with its principal place of business in Downers Grove,
Illinois.
174. Plaintiff, Patrick Hyundai, LLC, is an Illinois limited liability company with its
principal place of business in Schaumburg, Illinois.
175. Plaintiff, Patrick Jaguar, L.L.C., is an Illinois limited liability company with its
principal place of business in Naperville, Illinois.
176. Plaintiff, Patrick Schaumburg Automobiles, Inc., is an Illinois corporation with its
177. Plaintiff, Petersen Chevrolet-Buick, Inc., is an Illinois corporation with its
principal place of business in Fairbury, Illinois.
178. Plaintiff, Phelia, LLC d/b/a Hawk Chevrolet, is an Illinois limited liability
company with its principal place of business in Bridgeview, Illinois.
179. Plaintiff, Phillips Chevrolet, Inc., is a Delaware corporation with its principal place
of business in Frankfort, Illinois.
180. Plaintiff, Pialex Automotive, LLC, is an Illinois limited liability company with its
181. Plaintiff, Piatoy Automotive, LLC, is an Illinois limited liability company with its
25
182. Plaintiff, Piemonte’s Dundee Chevrolet, Inc., is an Illinois corporation with its
principal place of business in East Dundee, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
183. Plaintiff, Prescott Brothers, Inc., is an Illinois corporation with its principal place
of business in Mendota, Illinois.
184. Plaintiff, RA D’Orazio Ford, Inc., is an Illinois corporation with its principal place
of business in Wilmington, Illinois.
185. Plaintiff, Radio City Automotive, Inc., is an Illinois corporation with its principal
place of business in North Pekin, Illinois.
186. Plaintiff, Ray Dennison Chevrolet, Inc., is an Illinois corporation with its principal
place of business in Pekin, Illinois.
187. Plaintiff, River Front Chrysler Jeep, Inc., is an Illinois corporation with its
188. Plaintiff, River Oaks Imports, Inc., is an Illinois corporation with its principal
place of business in Lansing, Illinois.
189. Plaintiff, River View Ford, Inc., is a Delaware corporation with its principal place
of business in Oswego, Illinois.
190. Plaintiff, Riverside Chevrolet, Inc., is an Illinois corporation with its principal
place of business in Chillicothe, Illinois.
191. Plaintiff, Rizza Buick GMC Cadillac, Inc., is an Illinois corporation with its
principal place of business in Tinley Park, Illinois.
192. Plaintiff, Robert Loquercio Enterprises, Inc. d/b/a Elgin Toyota, is an Illinois
corporation with its principal place of business in Streamwood, Illinois.
26
193. Plaintiff, Roesch Finco, L.L.C. d/b/a Larry Roesch Volkswagen, is an Illinois
limited liability company with its principal place of business in Bensenville, Illinois.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
194. Plaintiff, Rogers Auto Group, Inc., is an Illinois corporation with its principal
place of business in Chicago, Illinois.
195. Plaintiff, Roland Rich Ford, Inc., is a Delaware corporation with its principal place
of business in Delavan, Illinois.
196. Plaintiff, Ron Tirapelli Ford, Inc., is an Illinois corporation with its principal place
of business in Shorewood, Illinois.
197. Plaintiff, Rosen Hyundai Enterprises, LLC, is an Illinois limited liability company
with its principal place of business in Algonquin, Illinois.
198. Plaintiff, RPG Imports, LLC, is an Illinois limited liability company with its
principal place of business in Bloomington, Illinois.
199. Plaintiff, Sam Leman Chevrolet-Buick, Inc., is a Delaware corporation with its
principal place of business in Eureka, Illinois.
200. Plaintiff, Schmitt Chevrolet, Inc. d/b/a Jack Schmitt Chevrolet of O’Fallon, is a
Delaware corporation with its principal place of business in O’Fallon, Illinois.
201. Plaintiff, Shields Auto Center, Inc., is an Illinois corporation with its principal
place of business in Rantoul, Illinois.
202. Plaintiff, Smoky Jennings Chevrolet, Inc., is an Illinois corporation with its
principal place of business in Palmyra, Illinois.
203. Plaintiff, Spellmatt Motors, Inc. d/b/a Du Page Chrysler Dodge Jeep Ram, is an
Illinois corporation with its principal place of business in Glendale Heights, Illinois.
27
204. Plaintiff, Sponte Sales, Inc. d/b/a Hawk Chrysler Dodge Jeep Ram Fiat, is an
Illinois corporation with its principal place of business in Forest Park, Illinois.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
205. Plaintiff, St. Clair Imports, Inc. d/b/a Auffenberg Kia, is an Illinois corporation
with its principal place of business in O’Fallon, Illinois.
206. Plaintiff, St. Clair Motors, Inc. d/b/a Auffenberg Chrysler Dodge Jeep Ram, is an
Illinois corporation with its principal place of business in O’Fallon, Illinois.
207. Plaintiff, St. Clair Nissan Inc. d/b/a Auffenberg Nissan, is an Illinois corporation
with its principal place of business in O’Fallon, Illinois.
208. Plaintiff, St. Clair Volkswagen, Inc. d/b/a Auffenberg Volkswagen, is an Illinois
corporation with its principal place of business in O’Fallon, Illinois.
209. Plaintiff, Sullivan-Parkhill Automotive, Inc., is a Delaware corporation with its
principal place of business in Champaign, Illinois.
210. Plaintiff, Sullivan-Parkhill Imports, Inc., is a Delaware corporation with its
principal place of business in Champaign, Illinois.
211. Plaintiff, Sunnyside Auto Finance Co. d/b/a Sunnyside Co., is an Illinois
corporation with its principal place of business in McHenry, Illinois.
212. Plaintiff, Sunset Ford of Waterloo, Inc., is an Illinois corporation with its principal
place of business in Waterloo, Illinois.
213. Plaintiff, Sutton Ford, Inc., is an Illinois corporation with its principal place of
business in Matteson, Illinois.
214. Plaintiff, The Arlington Automotive Group, Inc., is an Illinois corporation with its
principal place of business in Palatine, Illinois.
28
215. Plaintiff, Truck Centers, Inc., is an Illinois corporation with its principal place of
business in Troy, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
216. Plaintiff, TwoB’s Automotive, Inc. d/b/a Bob Lindsay Honda, is an Illinois
corporation with its principal place of business in Peoria, Illinois.
217. Plaintiff, Tyson Motor, LLC, is an Illinois limited liability company with its
principal place of business in Shorewood, Illinois.
218. Plaintiff, Uftring Chevrolet, Inc., is an Illinois corporation with its principal place
of business in Washington, Illinois.
219. Plaintiff, Uftring Chrysler, Inc., is an Illinois corporation with its principal place of
business in North Pekin, Illinois.
220. Plaintiff, Uftring Ford, Inc., is an Illinois corporation with its principal place of
business in East Peoria, Illinois.
221. Plaintiff, Uftring Nissan, Inc., is an Illinois corporation with its principal place of
business in Peoria, Illinois.
222. Plaintiff, Velde Cadillac-Buick-GMC, Inc., is an Illinois corporation with its
principal place of business in Pekin, Illinois.
223. Plaintiff, Velde Ford Sales, Inc., is a Delaware corporation with its principal place
of business in Pekin, Illinois.
224. Plaintiff, Via Carlita LLC d/b/a Hawk Ford of St. Charles and Hawk Nissan, is an
Illinois limited liability company with its principal place of business in St. Charles, Illinois.
225. Plaintiff, Victor Ford, Inc., is an Illinois corporation with its principal place of
business in Wauconda, Illinois.
29
226. Plaintiff, VNF, Inc. d/b/a Fields Volvo Cars Northfield, is an Illinois corporation
with its principal place of business in Northfield, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
227. Plaintiff, Watseka Ford-Lincoln, Inc., is an Illinois corporation with its principal
place of business in Watseka, Illinois.
228. Plaintiff, Webb Chevrolet Plainfield, Inc., is an Illinois corporation with its
principal place of business in Plainfield, Illinois.
229. Plaintiff, Webb Chevrolet, Inc., is an Illinois corporation with its principal place of
business in Oak Lawn, Illinois.
230. Plaintiff, West Jeff Auto Sales LLC d/b/a Hawk Cadillac, Hawk Chevrolet of
Joliet, Hawk of Joliet, Hawk Mazda and Hawk Subaru, is an Illinois limited liability company
with its principal place of business in Joliet, Illinois.
231. Plaintiff, Wickstrom Auto Group, Inc., is an Illinois corporation with its principal
place of business in Barrington, Illinois.
232. Plaintiff, Willowbrook Ford, Inc., is a Delaware corporation with its principal
place of business in Willowbrook, Illinois.
233. Plaintiff, Wilson Chrysler Jeep, Inc., is an Illinois corporation with its principal
place of business in Clinton, Illinois.
234. Plaintiff, World Automotive Joliet LLC d/b/a World Kia Joliet, is an Illinois
limited liability company with its principal place of business in Joliet, Illinois.
235. Plaintiff, Yemm Chevrolet, Inc. d/b/a Yemm Chevrolet-Buick-GMC and Yemm
Chrysler-Dodge-Jeep-Ram, is an Illinois corporation with its principal place of business in
Galesburg, Illinois.
30
236. Plaintiff, Zeigler Chevrolet Schaumburg, LLC, is a Michigan limited liability
company with its principal place of business in Schaumburg, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
237. Plaintiff, Zeigler Chrysler Dodge Jeep Downers Grove, LLC, is a Michigan limited
liability company with its principal place of business in Downers Grove, Illinois.
238. Plaintiff, Zeigler Chrysler Dodge Jeep, LLC, is a Michigan limited liability
company with its principal place of business in Schaumburg, Illinois.
239. Plaintiff, Zeigler Hoffman Estates I, LLC, is a Michigan limited liability company
with its principal place of business in Hoffman Estates, Illinois.
240. Plaintiff, Zeigler Hoffman Estates II, LLC, is a Michigan limited liability company
with its principal place of business in Schaumburg, Illinois.
241. Plaintiff, Zeigler Infiniti Orland Park, LLC, is a Michigan limited liability
company with its principal place of business in Orland Park, Illinois.
242. Plaintiff, Zeigler Lincolnwood, LLC, is a Michigan limited liability company with
its principal place of business in Lincolnwood, Illinois.
243. Plaintiff, Zeigler Lincolnwood II, LLC, is a Michigan limited liability company
with its principal place of business in Lincolnwood, Illinois.
244. Plaintiff, Zeigler Motors, LLC, is a Michigan limited liability company with its
245. Plaintiff, Zeigler Nissan Gurnee, LLC, is a Michigan limited liability company
with its principal place of business in Lindenhurst, Illinois.
246. Plaintiff, Zeigler Nissan Orland Park, LLC, is a Michigan limited liability
company with its principal place of business in Orland Park, Illinois.
31
247. Plaintiff, Zeigler North Riverside, LLC, is a Michigan limited liability company
with its principal place of business in North Riverside, Illinois.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
248. Plaintiff, Zeigler Orland Park, LLC, is a Michigan limited liability company with
its principal place of business in Orland Park, Illinois.
249. Plaintiff, Zeigler Schaumburg IV, LLC, is a Michigan limited liability company
with its principal place of business in Schaumburg, Illinois.
250. The Plaintiffs in paragraphs 9 through 249 above are collectively referred to as the
“Individual Dealer-Plaintiffs.”
251. The Illinois Secretary of State (the “SOS”) is the governmental entity responsible
for ensuring compliance with and enforcing the provisions of the Vehicle Code and the IMVFA.
Defendant Jesse White is the public official in charge of the SOS’s Office. Defendant White is
sued in his official capacity as Illinois Secretary of State and not individually. The SOS maintains
offices at 69 W. Washington St., Ste. 1240, Chicago, Illinois 60602 and 100 W. Randolph St.,
Ste. 5-400, Chicago, Illinois 60601.
252. Defendant, Rivian Automotive, Inc., is a Delaware corporation with its principal
place of business in Plymouth, Michigan. Rivian Automotive, Inc. is the manager of Rivian, LLC.
253. Defendant, Rivian Automotive, LLC is a Delaware limited liability company with
its principal place of business in Plymouth, Michigan. Its registered agent in Illinois is CT
Corporation System located at 208 South LaSalle St., Suite 814, Chicago, Illinois 60604. Rivian,
LLC is the manager of Rivian Automotive, LLC.
254. Rivian, LLC is a Delaware limited liability company with its principal place of
business in Plymouth, Michigan. Its registered agent in Illinois is CT Corporation System located
32
at 208 South LaSalle St., Suite 814, Chicago, Illinois 60604. Rivian Automotive, Inc. is the
manager of Rivian, LLC.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
255. Rivian Automotive, Inc., Rivian, LLC and Rivian Automotive, LLC are
collectively referred to herein as “Rivian.” Upon information and belief, the Rivian entities are
commonly owned. Rivian publicly refers to itself as “Rivian,” and does not delineate the specific
entity engaging in particular conduct related to manufacturing vehicles and/or direct sales of those
vehicles to consumers in Illinois through rivian.com and the showroom Rivian is constructing at
932 W. Randolph St. in Chicago, Illinois.
256. Lucid USA, Inc. (“Lucid”) is a Delaware corporation with its principal place of
business in Newark, California. Lucid is registered in Illinois and its agent is located at 801 Adlai
Stevenson Drive, Springfield, IL 62703. Lucid identifies 100 Oakbrook Center, Oak
Brook, IL 60523 as one of its locations on lucidmotors.com. Upon information and belief, Lucid
has common ownership with Lucid Motors Corporation, a California start-up that is majority-
owned by Saudi Arabia’s sovereign wealth fund and has or is soon to merge with Churchill
Capital Corp IV, a special purpose acquisition company or SPAC, which is incorporated in
Delaware.
257. Illinois law provides that “no person” shall engage in the business of selling or
dealing in new motor vehicles unless licensed to do so. 625 ILCS 5/5-101(a). To date, neither
Rivian nor Lucid has sought or obtained a license to conduct the business of selling or dealing in
new motor vehicles in Illinois, or in the alternative, any license has been improperly issued by the
SOS.
258. The Vehicle Code provides:
If any person operates in violation of any provision of this Chapter, or any

rule, regulation, order or decision of the Secretary of State, or of any term,
33
condition or limitation of any license, the Secretary of State, or any person
injured thereby, or any interested person, may apply to the Circuit Court of
the county in which such violation or some part thereof occurred, or in
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
which the person complained of has his established or additional place of

business or resides, to prevent such violation. The Court has jurisdiction to
enforce obedience by injunction or other process restraining such person
from further violation and enjoining upon him obedience.
625 ILCS 5/5-502.
259. This Court has jurisdiction pursuant to 625 ILCS 5/5-502, the Illinois declaratory
judgment statute, 735 ILCS 5/2-701, and its general jurisdictional authority under the Illinois
Constitution, Article VI, Section 9. This Court has authority to issue a writ of mandamus under its
general jurisdiction pursuant to the Illinois Constitution, Article VI, Section 9.
260. Venue is proper in Cook County because Rivian and Lucid are operating without
licenses or properly issued licenses in violation of the Vehicle Code by selling new motor
vehicles online directly to consumers located in Cook County and elsewhere. Further, Rivian is
constructing its sales showroom in Cook County, Illinois, and Lucid advertises a “studio,” i.e.,
gallery/showroom, in Oakbrook, Illinois. In addition, certain members of IADA, CATA and
IMDA and certain Individual Dealer-Plaintiffs have established places of business in Cook
County, Illinois. Further, the SOS maintains offices at 69 W. Washington St., Ste. 1240, Chicago,
Illinois 60602 and 100 W. Randolph St., Ste. 5-400, Chicago, Illinois 60601, located in Cook
County, Illinois.
BACKGROUND
Illinois Law Requires A License to Sell Motor Vehicles and Precludes Manufacturers from
Selling New Motor Vehicles Direct to Consumers
261. In 1979, the Illinois legislature passed the IMVFA.
262. While the intention behind the IMVFA was to bring a balance of power between
manufacturers and motor vehicle dealers, the franchise system had already been established in
34
Illinois. Manufacturers did not directly sell motor vehicles to consumers in Illinois – rather,
separate and distinct franchised motor vehicle dealers sold and serviced the vehicles. The IMVFA
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
in conjunction with the Vehicle Code – which requires a license to sell new motor vehicles –
contemplates only the licensing of franchised dealers, not manufacturers, to sell new vehicles in
Illinois.
263. As provided in the IMVFA: “The licensing and supervision of motor vehicle
dealers is necessary for the protection of consumers and the sale of motor vehicles by
unlicensed dealers should be prevented.” 815 ILCS 710/1.1 (emphasis added).
264. The licensing provisions are set out in the Vehicle Code. Regarding new vehicle
dealers, the Code specifically provides that:
No person shall engage in this State in the business of selling or dealing

in, on consignment or otherwise, new vehicles of any make, or act as an
intermediary or agent or broker for any licensed dealer or vehicle purchaser
other than as a salesperson, or represent or advertise that he is so engaged
or intends to so engage in such business unless licensed to do so in
writing by the Secretary of State under the provisions of this Section.
625 ILCS 5/5-101(a) (emphasis added).
265. The Vehicle Code sets out certain mandatory requirements to obtain a license to
sell or deal in new motor vehicles, including the requirement that a dealer must have entered into
a written contract with a manufacturer or franchised distributor (hereinafter referred to as the
“Mandatory Contract Requirement”) and the dealer must maintain an established place of
business as set forth in the Code. 625 ILCS 5/5-101(d).
266. The mandatory requirements provision states:
Anything in this Chapter 5 to the contrary notwithstanding no

person shall be licensed as a new vehicle dealer unless:
1. He is authorized by contract in writing between himself and the
manufacturer or franchised distributor of such make of vehicle to so sell the
same in this State, and
35
2. Such person shall maintain an established place of business as defined in
[the Code].
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
625 ILCS 5/5-101(d).
267. A manufacturer or franchised distributor looking to sell new motor vehicles in
Illinois must identify and contract with a dealer as a prerequisite for that dealer to meet the
Mandatory Contract Requirement and obtain a license from the SOS under the Vehicle Code. 625
ILCS 5/5-101(d).
268. The contract between a manufacturer and a dealer, required as a prerequisite to
obtaining a license under the Vehicle Code, creates a franchise under the IMVFA. “Franchise” is
defined in the IMVFA as “an oral or written arrangement for a definite or indefinite period in
which a manufacturer, distributor or wholesaler grants to a motor vehicle dealer a license to use a
trade name, service mark, or related characteristic, and in which there is a community of interest
in the marketing of motor vehicle or services thereto at wholesale, retail, leasing or otherwise.”
815 ILCS 710/2(i).
269. Under the Vehicle Code, the “dealer” with whom the manufacturer contracts to sell
new motor vehicles cannot be the manufacturer itself given: (a) basic contract law, which requires
two parties to create a contract, and (b) that the IMVFA contains an express prohibition against
manufacturers operating as franchisees in Illinois, 815 ILCS 710/4(f), and compliance with the
Mandatory Contract Requirement under the Code necessarily creates a franchise under the
IMVFA, 815 ILCS 710/2(i).
270. In fact, given the breadth of the term “arrangement” used in the definition of
“franchise” under the IMVFA (see ¶ 268, supra), a manufacturer that proposes to act directly as a
“motor vehicle dealer,” and/or spins off or repositions a division or branch to operate a new
vehicle sales facility, would be subject to the IMVFA, even without a formal “contract” that
36
would satisfy the Mandatory Contract Requirement in the Vehicle Code, 815 ILCS 710/2(i), and
would therefore be in violation of 815 ILCS 710/4(f), as stated below.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
271. Under the IMVFA, manufacturers are expressly precluded from operating as
franchisees.
It is deemed a violation for a manufacturer, a distributor, a wholesaler, a

distributor branch or division, a factory branch or division, or a wholesale
branch or division, or officer, agent, broker, shareholder, except a
shareholder of 1% or less of the outstanding shares of any class of
securities of a manufacturer, distributor, or wholesaler which is a publicly
traded corporation, or other representative, directly or indirectly to own
or operate a place of business as a motor vehicle franchisee or motor
vehicle financing affiliate . . .
815 ILCS 710/4(f) (emphasis added).
272. To the extent there is any exception allowing for manufacturers’ direct sale of new
motor vehicles, the exceptions are expressly stated and limited in nature. Specifically:
. . . except that, this subsection shall not prohibit:

(1) the ownership or operation of a place of business by a manufacturer,
distributor, or wholesaler for a period, not to exceed 18 months, during the
transition from one motor vehicle franchisee to another; * * *
(3) the ownership or operation of a place of business by a manufacturer that
manufactures only diesel engines for installation in trucks having a gross
vehicle weight rating of more than 16,000 pounds that are required to be
registered under the Illinois Vehicle Code, [subject to additional
limitations] . . . .
815 ILCS 710/4(f).
273. The IMVFA and the Vehicle Code reveal a clear Legislative intent that new motor
vehicles are to be sold in Illinois through the franchise system. From the inception of the IMVFA
and the Vehicle Code, with limited exceptions, only a franchisee that is not a “manufacturer, a
distributor, a wholesaler, a distributor branch or division, a factory branch or division, or a
wholesale branch or division, or officer, agent, broker, shareholder” has sold new motor vehicles
to consumers in Illinois because the statutes, read together, do not allow, nor provide any path, for
37
manufacturers to bypass the franchise system. 625 ILCS 5/5-101(d); 815 ILCS 710/2(i); 815
ILCS 710/4(f).
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
274. There are no provisions in the Vehicle Code that permit manufacturers to be
licensed as dealers. No one may sell new motor vehicles in Illinois without a license and the only
licensing path is that of the franchised dealer – with no option of licensing available to a
manufacturer seeking to wear two hats – that of dealer and manufacturer.
275. Furthermore, if a manufacturer were to “operate a place of business” selling new
motor vehicles to consumers, the manufacturer would violate Section 4(f) of the IMVFA as well.
815 ILCS 710/4(f).
The SOS Knows That Illinois Law Requires A License to Sell Motor Vehicles and Precludes
Manufacturers from Selling New Motor Vehicles Directly to Consumers
276. The SOS knows and understands the licensing requirements under the IMVFA and
the Vehicle Code. For example, the SOS’s Dealer License Application implements the statutory
requirement that an applicant identify the “[m]akes of vehicles sold or manufactured” and to
“[a]ttach a letter of franchise for each make of vehicle.” A copy of the SOS’s Dealer License
Application is attached hereto as Exhibit 1. See also 625 ILCS 5/5-101(b)(4), (d)(1).
277. In addition, in communications with Tesla Motors, Inc. (“Tesla”), the office of the
SOS took the position that the IMVFA’s express “prohibition on a manufacturer’s right to be a
franchisee” factors into the analysis which “prohibit[s] [a manufacturer] from being a vehicle
dealer,” otherwise “the protections granted a franchise dealer . . . are meaningless.” A copy of the
SOS’s March 31, 2017 Letter to Counsel for Tesla (from the desk of Nathan Maddox, Senior
Legal Advisor to the SOS) is attached hereto as Exhibit 2.
278. As the office of the SOS recognized:
38
[W]e have a statute that has been on the books for decades, and has been
interpreted and applied in a consistent manner regarding [the franchise
system] for all that time. * * * Without an intervening statutory change or
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
judicial decision, it is inappropriate for an official of the executive branch

to simply announce that he has decided this statute means something
different than what everyone involved with the statute has understood it to
mean for years. That is not the role of the executive branch. If there is to be
a significant change in an industry of this importance to the state’s
economy, that change should come from the legislature making new policy
for the state, or a court finding that the executive branch has misinterpreted
the law all of these years.
Exhibit 2.
279. In 2017, the SOS acknowledged that a new motor vehicle dealer must be licensed
under the Vehicle Code, and that to be licensed, the dealer must have a written contract with a
manufacturer, which creates a franchise and invariably a franchisee. 625 ILCS 5/5-101(d); 815
ILCS 710/2(i). Thus, it is impossible for a manufacturer to obtain a license to sell new motor
vehicles under the Vehicle Code because it cannot contract with itself; but even if it could, its
written contract with itself would necessarily create a franchise causing a violation of the
IMVFA’s express prohibition on a manufacturer’s right to be a franchisee. 815 ILCS 710/4(f).
Furthermore, even in the absence of a contract sufficient to meet the requirements of the Vehicle
Code, a manufacturer’s operation of a place of business selling new vehicles to consumers would
violate Section 4(f) of the IMVFA. 815 ILCS 710/4(f).
The SOS Refuses to Enforce Illinois Law
280. As alleged in further detail below, for the last decade or so, the SOS walked a thin
line between taking an official position consistent with the requirements of Illinois law while
slowly eroding the requirements of the IMVFA and the Code – first in its dealings with Tesla and
later with Rivian. Once it became clear, however, that one way or another the SOS was going to
have to take action to enforce Illinois law – as it is statutorily required to do, but perhaps
39
politically motivated not to do – the SOS took a different tactic by requesting an informal opinion
from the Attorney General to shield it, the SOS, from having to take appropriate action.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
281. In January 2020, the SOS requested an “informal opinion concerning the
application of the Motor Vehicle Franchise Act,” from the Illinois Attorney General, which in
turn informally opined that the IMVFA only prevents manufacturers from being franchisees, not
dealers, in order to conclude that a manufacturer can directly sell new motor vehicles. The
Attorney General does not explain how a manufacturer can meet the Mandatory Contract
Requirement in the Vehicle Code either with itself (a legal impossibility) or a related, and
potentially sham entity, without creating a franchise and becoming a franchisee, which leads right
back to the express prohibitions of the IMVFA. A copy of the SOS’s (N. Maddox’s) 1/3/2020
Letter to K. Raoul, Attorney General, is attached hereto as Exhibit 3; a copy of the 7/15/2020
Informal Opinion is attached hereto as Exhibit 4.
282. Before bringing this suit, IADA and CATA requested through the SOS that the
Attorney General reconsider its informal opinion with consideration to the relevant provisions of
the Vehicle Code. A copy of IADA and CATA’s 8/14/2020 correspondence with the SOS is
attached hereto as Exhibit 5. Thereafter, State Representative Jay Hoffman made a similar
request.
283. On February 19, 2021, Lynn E. Patton, the author of the informal opinion and the
Chief of the Public Access and Opinions Division and Administrative Counsel with the Attorney
General’s office, wrote to State Representative Jay Hoffman to inform him that the Attorney
General’s office stands by its informal opinion. Ms. Patton further stated that the issues raised by
the IADA and CATA in the request for reconsideration were considered in drafting the informal
opinion though the relevant provisions of the Code are not legally analyzed nor even referenced in
40
the informal opinion. A copy of L. Patton’s 2/19/2021 correspondence is attached hereto as
Exhibit 6.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
284. Ms. Patton then informed Representative Hoffman that “if the interested parties
feel that a motor vehicle manufacturer should not sell motor vehicles directly to the public or that
a motor vehicle manufacturer must establish and utilize franchise dealerships for the sale of its
motor vehicles in Illinois, then those parties may wish to contact the appropriate members of the
General Assembly and discuss potential amendatory statutory language.” Exhibit 6.
285. Around this time, House Republican Leader, Jim Durkin, also wrote to the Illinois
Attorney General requesting that the Attorney General reconsider its informal opinion and, in
doing so, referenced the SOS’s position that the Vehicle Code and the IMVFA require “all newly
manufactured vehicles sold in Illinois to be sold through franchise dealerships.” A copy of
Representative Durkin’s 2/23/2021correspondence is attached hereto as Exhibit 7.
286. On March 1, 2021, Nathan Maddox, Senior Legal Advisor for the SOS, wrote to
Dave Sloan, President of the CATA, (copying Pete Sander, President of IADA) claiming that the
SOS had not abandoned its long-standing position and interpretation of Illinois law (that direct
sales are not allowed under Illinois law), but further claiming that because the Attorney General
rejected the SOS’s position, the SOS’s hands are tied and it must apply Illinois law in a manner
directly contrary to its own position and interpretation of Illinois law. A copy of the SOS’s (N.
Maddox’s) 3/1/2021 correspondence is attached hereto as Exhibit 8.
287. On March 9, 2021, Ms. Patton wrote Representative Durkin remaining steadfast in
the Attorney General’s analysis despite its conflict with the SOS’s position. A copy of L. Patton’s
3/9/2021 correspondence is attached hereto as Exhibit 9.
41
The SOS’s Refusal to Enforce Illinois Law Starts With Tesla
288. In or around June 2009, Tesla applied for, and the SOS granted Tesla, a license to
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
sell new motor vehicles that Tesla manufactured directly to Illinois consumers, without
contracting with dealers.
289. By 2012, to the extent the SOS did not realize the legal conflicts in licensing Tesla
(a manufacturer) to sell new motor vehicles directly to Illinois consumers, the SOS was put on
notice by IADA. A copy of L. Doll’s 6/1/2012 Memorandum to J. Mesi is attached hereto as
Exhibit 10.
290. Jay Mesi, Acting Director, Department of Administrative Hearings at the SOS,
then put Tesla on notice of its potential violations of Illinois law, including that Elon Musk,
President of Tesla, had an ownership interest in Tesla (the manufacturer) of more than 1% of
Tesla’s outstanding shares of securities and Mr. Musk also was the dealer of record for a Tesla
licensed motor vehicle dealer in Illinois with a franchise agreement to sell Tesla brand vehicles. A
copy of J. Mesi’s 7/20/2012 Letter to E. Musk is attached hereto as Exhibit 11.
291. Tesla sought to “fix” the problem by changing the person identified on the license
from Elon Musk to George Blankenship (Vice President of Sales and Marketing for Tesla) in an
alleged effort to comply with Illinois law, but the manufacturer and the “franchisee” remained one
and the same – Tesla – and Tesla remained in violation of the IMVFA. A copy of the Tesla
Renewal Application (December 2012) is attached hereto as Exhibit 12. The SOS, however,
appears to have accepted this proposed “solution” to Tesla’s violation of Illinois law.
292. Thereafter, Tesla continued to apply for licenses with the SOS identifying Tesla as
both the manufacturer and the “franchisee.” Copies of Tesla Applications are attached hereto as
Exhibit 13.
42
293. In November 2015, as Tesla’s expansion efforts in Illinois continued, Carrie
Leitner, Assistant General Counsel for the SOS, was apprised of IADA’s continuing concerns –
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
and her recollection that the SOS had previously determined that Tesla would not be permitted to
open any more stores – and shared that information with Nathan Maddox, Ernie Dannenberger
(Director of Vehicle Services), and Candace Wanzo (Supervisor of Vehicle Services) at the SOS.
Attorney Leitner stated, “I’m doing some research to see what, if anything can be done, but I
expect there would be a big tug of war between shutting Tesla down and permitting them to
operate . . . .” A copy of C. Leitner’s 11/10/2015 E-mail is attached hereto as Exhibit 14.
294. In June of 2016, communications continued within the SOS regarding Tesla
including that the SOS was “not planning on providing any additional supplemental or new
dealer’s license based on [Tesla’s] current practices.” A copy of 6/13/2016 E-mails Between N.
Maddox, E. Dannenberger and C. Leitner is attached hereto as Exhibit 15.
295. By the end of 2016, the SOS was expecting to have to seek an injunction against
Tesla or defend an action brought by Tesla regarding Tesla’s continued efforts to obtain new
locations and licenses, and a warning letter regarding licensing requirements was sent by the SOS
to Tesla on December 28, 2016. A copy of N. Maddox’s 12/27/2016 E-mail is attached hereto as
Exhibit 16, and a copy of the SOS’s (E. Dannenberger’s) 12/28/2016 Letter is attached hereto as
Exhibit 17.
296. In early 2017, Tesla sought supplemental dealer/repair licenses, citing a “dealer
agreement” wherein it again “contracted” with itself for the sale of new motor vehicles. A copy of
the 1/11/2017 Tesla License Application with Dealer Agreement is attached hereto as Exhibit 18.
297. On January 21, 2017, IADA raised concerns with the SOS about additional
licensing for Tesla, specifically stating that years prior it had been discussed between IADA and
43
the SOS that the Tesla dealer license was issued in error. As stated by Peter Sander of IADA,
“Now Tesla is further expanding and seeking additional licenses which we find appalling,
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
because they never should have been issued a dealer license based on Illinois Motor Vehicle Laws
and the Motor Vehicle Franchise Act.” IADA requested an open administrative hearing regarding
Tesla’s licensing requests. A copy of P. Sander’s 1/21/2017 E-mail is attached hereto as Exhibit
19.
298. On January 25, 2017, the SOS’s Vehicle Services Department wrote to Tesla
President, Elon Musk, reminding him of the issues that had previously been raised about Tesla’s
violation of the IMVFA back in 2012. The letter further informed Mr. Musk that an investigation
in 2017 had confirmed that Tesla had failed to come into compliance with the IMVFA, in that
Tesla was in violation of the IMVFA proscription that “no manufacturer may own or operate a
place of business as a motor vehicle franchisee for that manufacturer.” Mr. Musk was informed
that until Tesla came into full compliance with the requirements of the IMVFA, no further
dealership or supplemental licenses would be granted for Tesla locations in Illinois. In addition,
no existing dealership or supplemental licenses for Tesla would be renewed until full compliance
with the IMVFA was achieved. A copy of E. Dannenberger’s 1/25/2017 Letter on behalf of the
SOS, attaching the SOS’s 2012 correspondence to Tesla is attached hereto as Exhibit 20.
299. On January 30, 2017, the SOS, by Mr. Maddox, wrote to IADA to explain that
while the SOS had anticipated denying license applications to Tesla based on its noncompliance
with Illinois law, consistent with the SOS’s January 25, 2017 letter to Tesla (Exhibit 20), the SOS
had effectively failed to take action to regulate Tesla and the SOS was concerned about Tesla
making claims of equitable estoppel against the SOS. A copy of the SOS’s (N. Maddox’s)
1/30/2017 E-mail is attached hereto as Exhibit 21.
44
300. IADA responded with disappointment in, and disagreement with, the SOS’s (Mr.
Maddox’s) legal analysis, but remained hopeful, based on Vehicle Services Department’s January
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25, 2017 correspondence to Tesla, that the SOS would in fact enforce Illinois law. A copy of P.
Sander’s 1/31/2017 E-mail is attached hereto as Exhibit 22.
301. On or around March 27, 2017, the SOS, by Mr. Maddox, communicated with
counsel for Tesla concerning the SOS’s “decision not to renew Tesla’s dealership licenses or to
issue any new licenses to Tesla,” and Mr. Maddox confirmed that following that call, he would
inform Tesla’s counsel that the SOS is “not changing ou[r] position on this matter and explaining
why, including refuting the arguments raised by Tesla.” A copy of the SOS’s (N. Maddox’s)
302. On March 31, 2017, the SOS, by Mr. Maddox, wrote to counsel for Tesla taking
the position that the IMVFA’s express “prohibition on a manufacturer’s right to be a franchisee”
factors into the analysis which “prohibit[s] [a manufacturer] from being a vehicle dealer”
otherwise “the protections granted a franchise dealer . . . are meaningless.” Exhibit 2; see ¶¶ 277-
78, supra.
303. In his cover e-mail to Tesla’s counsel, the SOS (by Mr. Maddox) explained:
Attached is a scanned image of a letter I mailed to you earlier today. As

you will note, I do not believe Tesla has properly interpreted the Illinois
Motor Vehicle Franchise Act. At the time this Act was first adopted, I don’t
believe there were any members of the General Assembly who were saying
to themselves ‘We need to be careful to draft this Act narrowly so
manufacturers can open their own dealerships around the state if they want
to – but not too narrowly, because we only want some manufacturers to be
able to do this, not all of them.’ I believe this Act was intended to regulate
the industry as a whole as it existed at that time, with no intent to create an
avenue for alternative business models within that industry. I also believe
an interpretation by this office that the Act means something other than
what it has been understood to mean for decades would be an inappropriate
exercise of executive branch authority. If there is to be a significant change
in public policy regarding an industry that is responsible for nearly 20% of
45
the total of all retail sales [tax] in this state, that change should come from
the legislature – or a court telling us we’ve been interpreting it wrong all of
these years. It should not be a fait accompli announced by an executive
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
branch officer.
A copy of the SOS’s (N. Maddox’s) 3/31/2017 E-mail is attached hereto as Exhibit 24.
304. After continued dispute between Tesla and the SOS regarding Tesla’s requested
licensing, Tesla filed an administrative review challenging the SOS’s position, identified as File
No: S-DO5-17; Dealer No. 1881 (the “Administrative Action”). Tesla took the position that it did
not have to use franchised dealers to sell new motor vehicles in Illinois.
305. On or about April 30, 2019, IADA and CATA filed a Petition to Intervene in the
Administrative Action alleging their respective interests in the ongoing operations of franchised
motor vehicle dealerships may be directly and substantially affected by the outcome of the
administrative proceedings. IADA and CATA each alleged that it and its dealer-members have a
substantial interest in ensuring the sale, distribution, and servicing of motor vehicles by
dealerships that are appropriately licensed and regulated so as to prevent fraud, impositions,
discrimination, and other abuses upon the public; to foster healthy competition; and to provide
adequate service to motor vehicle consumers. IADA and CATA’s motions to intervene were
granted. A copy of the Petition to Intervene is attached hereto as Exhibit 25.
306. On May 13, 2019, Tesla, the SOS, IADA and CATA entered into an
“Administrative Consent Order,” which provides:
Secretary of State, IADA, and CATA continue to interpret the Motor

Vehicle Franchise Act and the Illinois Vehicle Code as requiring all
newly manufactured vehicles sold in Illinois to be sold through
franchise dealerships.
46
A copy of Administrative Consent Order Regarding Tesla is attached hereto as Exhibit 26
(emphasis added). A copy of Report and Recommendations from the Administrative Action is
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
attached hereto as Exhibit 27.
307. The Administrative Consent Order provides that the SOS would grant and renew
Tesla dealer licenses, provided that Tesla have no more than 13 dealer licenses at any one time,
subject to the submission of administratively qualifying applications. Exhibit 26 at ¶ 1. Among
other requirements, “[i]f another manufacturer acquires a substantial interest in or assumes control
and decision-making authority of Tesla, SOS shall revoke all of Tesla’s dealer licenses,” and
Tesla is prevented from any transfer of the licenses through joint venture or merger. Exhibit 26 at
¶ 2(E).
308. The Administrative Consent Order further provides that:
Notwithstanding any provision in this agreement to the contrary, any motor

vehicle dealer within the Relevant Market Area of a place of business
operated by a manufacturer in violation of this agreement may bring an
action before the Motor Vehicle Review Board or the Secretary of State
Department of Administrative Hearings to enforce the provisions of this
agreement.
Exhibit 26 at ¶ 3.
Rivian Engages In Unlicensed Direct Selling In Violation of Illinois Law
309. Rivian is an automotive vehicle manufacturer founded in Florida in 2009. Rivian
arrived in the Midwest in 2015 after relocating its corporate headquarters to Plymouth, Michigan,
where it remains today.
310. Rivian founder and CEO, RJ Scaringe, conceived the idea to start an automobile
company and, after graduating from MIT with a Ph.D. in mechanical engineering, he founded
Rivian and “started putting the pieces together.” See
https://www.nytimes.com/2019/07/02/business/rj-scaringe-rivian.html.
47
311. As part of that process, Rivian deliberately kept a low profile. For example, it
decided not to maintain a website or social media presence, declined to publicly disclose
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
governance and financial information, operated out of unmarked buildings, made few
announcements and even instructed employees to keep their roles secret from friends and family.
See https://www.chicagotribune.com/business/ct-rivian-mitsubishi-robert-reed-1214-biz-
20161214-column.html; https://www.nytimes.com/2019/07/02/business/rj-scaringe-rivian.html;
https://rivian.com/?vid=v4Snr9fi5divYvm4wKnw0NX.
312. In the meantime, Rivian began designing technology and defining its mission.
After two years of development, it scrapped its original idea to build a sporty electric coupe and
refocused on developing the first all-electric pickup trucks and utility vehicles. See
https://www.chicagobusiness.com/article/20180518/ISSUE01/180519884/rivian-ceo-scaringe-
plans-to-build-electric-cars-in-normal; https://rivian.com/?vid=v4Snr9fi5divYvm4wKnw0NX.
313. As Rivian quietly developed its technology, it also worked to position itself
financially and politically to benefit its business.
314. Around 2016, Rivian looked to Normal, Illinois as a potential base for its
manufacturing operations and began conversations with local and state officials to incentivize
Rivian’s purchase of a recently closed Mitsubishi plant. See
https://www.chicagotribune.com/business/ct-rivian-mitsubishi-robert-reed-1214-biz-20161214-
column.html.
315. At that time, Rivian had not produced anything more than a prototype.
Nonetheless, Normal’s town council conditionally awarded Rivian a five-year property tax
incentive pact, granted $1 million toward the plant’s purchase and renamed the plant’s street
“Rivian Motorway.” See https://www.chicagotribune.com/business/ct-rivian-mitsubishi-robert-
48
reed-1214-biz-20161214-column.html; https://www.chicagotribune.com/business/ct-biz-rivian-
electric-truck-investment-cox-automotive-20190911-xwojjhxepjd73k7axcabgaate4-story.html;
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
https://www.chicagobusiness.com/manufacturing/can-illinois-out-innovate-elon-musk.
316. Rivian also sought Springfield’s support and negotiated with officials from the
Illinois Department of Commerce and Economic Opportunity, who awarded Rivian state tax
credits valued around $50 million, and which established a years-long relationship between
Rivian and Illinois. A copy of the Edge Tax Credit Agreement is attached hereto as Exhibit 28.
317. In March 2017, then-Governor Bruce Rauner described Rivian’s “partnership with
the State of Illinois to present a unified voice” and further economic development in the state. See
https://www.bnbiz.org/news/governor-rauner-welcomes-rivian-automotive-normal/.
318. With the pieces together, Rivian shed its “stealth mode” approach and debuted to
industry praise at the Los Angeles Auto Show in 2018.
319. Thereafter, Rivian partnered with Ford Motor Company, an established car and
truck manufacturer with over 150 franchised dealerships in Illinois. Alexandra Ford English, the
director of Corporate Strategy responsible for Ford’s enterprise strategy and connectivity and
digital network strategy, has joined Rivian’s board of directors. Rivian benefits from Ford’s
investment of hundreds of millions of dollars and provision of strategic advice to Rivian. See
https://www.chicagobusiness.com/manufacturing/alexandra-ford-english-daughter-bill-ford-join-
rivian-board.
320. In terms of sales in the electric vehicle industry, Rivian’s mission is to become
“the Tesla of trucks.” Rivian looks to Tesla as a model for how to approach sales. Scaringe said,
“From a sales and retail point of view, it’s a direct-sales model. Core for us is maintaining direct
ownership of our customers, which means it’s a direct sales model.” See
49
https://www.chicagotribune.com/business/ct-biz-rivian-electric-truck-investment-cox-automotive-
20190911-xwojjhxepjd73k7axcabgaate4-story.html;
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
https://www.chicagobusiness.com/manufacturing/rivian-eyes-subscriptions-electric-trucks.
321. Currently in production are Rivian’s R1T pickup truck and R1S utility vehicles,
available in on- and off-road models. See https://rivian.com/r1t; https://rivian.com/r1s.
322. Sales of its R1T and R1S models, to be released later this year, have already
started. Through its website, consumers, including consumers in Illinois, can pre-order Rivian
cars with a $1,000 deposit and configure desired specifications. See
https://rivian.com/configurator/r1t; https://rivian.com/configurator/r1s. Rivian’s senior director of
customer experience publicly admitted that Rivian is currently selling vehicles in Illinois, stating
“[w]ith a high concentration of Rivian pre-order customers, Chicago is a key location for us.” See
https://www.chicagobusiness.com/commercial-real-estate/rivian-debuts-showroom-plans-fulton-market-
lease.
323. Rivian is also constructing a dealership facility in Chicago’s Fulton Market District
where it plans to further direct sell its vehicles to Illinois consumers. See id.
324. Upon information and belief, Rivian has entered into a lease for the property
located at 932 W. Randolph Street in Chicago, Illinois with L3 932 Randolph LLC and/or the
entity that owns the property, which is associated with L3 Capital. L3 Capital and/or L3 932
Randolph LLC has obtained construction permits for that property to build a showroom for retail
sales to be operated by Rivian.
325. According to Rivian’s recently issued statements:
While all preorders for Rivian vehicles so far have been made online,
[Rivian] plans on selling them through its very own dealership network,
with ten showrooms opening this year. The very first showroom will
open at the Chicago Fulton Market neighborhood. The company wants to
50
establish physical locations to allow prospective buyers to experience the
vehicles in person.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
Rivian says that Chicago is a key location for it, and Fulton Market is a
vibrant neighborhood making a great fit for a showroom. Rivian vehicles
are also built-in Illinois, and they want to share the finished product with
the community. While most auto manufacturers call their locations
showrooms, Rivian sees its facilities as “retail experiences.”
See https://www.slashgear.com/rivian-will-open-ten-showrooms-this-year-starting-in-chicago-
07658457/; see also https://www.chicagotribune.com/columns/ryan-ori/ct-biz-rivian-retail-
showroom-fulton-market-ryan-ori-20210204-smbpfax6lbbtnbwkdfxmouvog4-story.html.
326. On July 16, 2020, the SOS informed Rivian that it would need a dealer’s license to
open a showroom. A copy of 7/16/2020 E-mail communications are attached hereto as Exhibit 29.
In addition, the SOS acknowledged internally that online sales also constituted selling activity. A
copy of 7/13/2020 E-mail communications are attached hereto as Exhibit 30.
327. Despite its expressly stated intention, and action already taken, to sell new motor
vehicles directly to consumers in Illinois, Rivian has not applied for, nor received, any license to
sell new motor vehicles in Illinois. Nor can Rivian qualify for a license to sell new motor vehicles
directly to customers in Illinois because, upon information and belief, Rivian cannot comply with
the Mandatory Contract Requirement under the Vehicle Code; any such contract will necessarily
create a franchise that violates the provisions of the IMVFA; and Rivian’s operation of a place of
business selling new vehicles to consumers would run afoul of Section 4(f) of the IMVFA (815
ILCS 710/4(f)).
SOS Simultaneously Apprises Itself of Rivian’s Actions and Avoids Enforcing Illinois Law
328. Starting no later than 2019, the SOS has been keeping an eye on Rivian’s sales
efforts in Illinois. Indeed, in September 2019, Carrie Leitner, Nathan Maddox and Ernie
Dannenberger commented on Rivian’s deal to sell Amazon 100,000 vehicles and Governor
51
Rauner’s confusing comments regarding Rivian. A copy of C. Leitner’s 9/19/2019 E-mail is
attached hereto as Exhibit 31.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
329. By the fall of 2019, the SOS, by Mr. Maddox, undertook efforts to reach out to
Rivian to discuss “your planned business model regarding the sales of vehicles and relationship
with dealers.” A copy of the SOS’s (N. Maddox’s) 10/11/2019 E-mail is attached hereto as
Exhibit 32.
330. On October 14, 2019, James Chen with Rivian admitted to the SOS: “We certainly
plan on being able to sell directly in Illinois and appreciate the connection.” In turn, Mr. Maddox
wrote to Harry Devlin, the Director of Legislative Affairs with the SOS, “We need to talk about
this too,” with the above statement of Mr. Chen highlighted. A copy of J. Chen/N. Maddox E-
mail Chain is attached hereto as Exhibit 33.
331. The SOS (by Mr. Maddox) then forwarded to Mr. Chen materials related to the
Tesla dispute and the SOS’s analysis that direct sales by manufacturers in Illinois is prohibited.
332. On December 6, 2019, Rivian provided its legal analysis of the direct sales issue to
the SOS with copies to then-Senator Bill Brady and the Springfield Senate Republican Office. A
copy of Rivian’s 12/6/2019 Letter to the SOS is attached hereto as Exhibit 34. Then-Senator
Brady responded, requesting that Jo Johnson, then Chief Legal Counsel & Ethics Officer for the
Illinois Senate Republican Caucus, be included on the communications. A copy of B. Brady’s
333. Shortly thereafter, on January 3, 2020, Mr. Maddox requested, on behalf of the
SOS, that the Attorney General’s office provide an “informal opinion concerning the application
of the Motor Vehicle Franchise Act,” asking specifically whether under the IMVFA (standing
alone), “a newly established motor vehicle manufacturer [may] sell motor vehicles directly to the
52
public, or must that manufacturer establish and utilize franchise dealerships for the sale of its
motor vehicles in Illinois?” The SOS’s letter did not ask the Attorney General to consider the
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
implications of the Vehicle Code, or even mention the licensing requirements under the Vehicle
Code. Exhibit 3.
334. On January 13, 2020, the SOS (by Mr. Maddox) e-mailed Ms. Johnson to confirm
that the SOS had inquired to the Attorney General on the direct sales issue, and provided a similar
“heads up” to Rivian. A copy of the SOS’s (N. Maddox’s) 1/13/2020 and 1/14/2020 E-mails are
attached as Exhibit 36.
335. While apparently awaiting the response from the Attorney General’s office,
Nathan Maddox, Carrie Leitner, and Ernie Dannenberger continued communications about Rivian
noting that manufacturing vehicles, which Rivian does out of its Bloomington-Normal, Illinois
plant, is not the same thing as selling vehicles. Ernie Dannenberger acknowledged, however, that
“the issue becomes if/when they begin online sales out of B-ton.” Exhibit 30. Thus, the SOS has
always known that Rivian has a licensing problem to the extent that Rivian engages in online
sales for the vehicles being manufactured in Illinois.
336. On July 15, 2020, the Attorney General responded to the SOS’s request for an
“informal opinion” stating that the IMVFA does not expressly require newly established motor
vehicle manufacturers to establish and utilize franchise dealerships for the sale of new motor
vehicles in Illinois. Exhibit 4. This “informal opinion” is directly contrary to the legal positions
previously taken by the SOS.
337. Moreover, the Attorney General’s “informal opinion” ignores the relevant
provisions of the Vehicle Code. While the “informal opinion” does not suggest that a motor
vehicle dealer does not need to be licensed under the Vehicle Code, the Attorney General also
53
fails to explain how a manufacturer could possibly meet licensing requirements under the Code
(specifically the Mandatory Contract Requirement) by unilaterally contracting with itself, and/or
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
how, if a manufacturer could meet those requirements, it would not explicitly create a franchise
and run afoul of the provisions of the IMVFA. The Attorney General also did not address the
breadth of “arrangements” that constitute franchises under the IMVFA, such that operation by a
manufacturer of a place of business selling new vehicles to consumers would necessarily violate
Section 4(f) of the IMVFA even in the absence of the formal “contract” required by the Vehicle
Code. 815 ILCS 710/4(f); Exhibit 4.
338. After receiving the Attorney General’s “informal opinion,” the SOS (by Mr.
Maddox) wrote an “our hands are tied” email to IADA and separately, a “let’s get going with
business” e-mail to Rivian. Copies of the SOS’s (N. Maddox’s) July 16, 2020 E-mails to IADA
and Rivian are attached hereto as Exhibits 37 and 29. The SOS also sent an email to Ms. Johnson
providing that the Attorney General’s analysis – which (again) ignores entirely the relevant
provisions of the Vehicle Code – “will permit Rivian to sell directly to the public as it had
intended to.” A copy of the SOS’s (N. Maddox’s) 7/17/2020 E-mail to J. Johnson is attached
hereto as Exhibit 38.
339. On August 14, 2020, IADA and CATA responded to the Attorney General’s
“informal opinion” by providing an analysis that included consideration of the relevant provisions
of the Vehicle Code and requested that the SOS provide that analysis to the Attorney General so
that the Attorney General could reconsider its “informal opinion” in light of the Code. Exhibit 5.
340. IADA and CATA sent further correspondence on August 31, 2020, raising specific
concerns about the efforts of Rivian and Lucid to obtain licenses for direct sales of motor
54
vehicles. A copy of IADA and CATA’s 8/31/2020 correspondence with the SOS is attached
hereto as Exhibit 39.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
341. After inquiry from Senator Brady, the SOS (by Mr. Maddox) informed Ms.
Johnson that Rivian had not actually applied for any license and that “[n]o lawsuit has been filed
as of this time.” A copy of the SOS’s (N. Maddox’s) 9/9/2020 E-mail is attached hereto as Exhibit
40.
342. On September 9, 2020, the SOS (by Mr. Maddox) also wrote a letter to IADA and
CATA stating that the request for clarification as to the Attorney General’s “informal opinion”
had been forwarded to the Attorney General’s office and further stating that the SOS would not
act on any license application for direct sales of new motor vehicles in Illinois for at least sixty
(60) days. A copy of the SOS’s (N. Maddox’s) 9/9/2020 Letter is attached hereto as Exhibit 41.
343. On October 14, 2020, IADA and CATA sent correspondence to Rivian welcoming
Rivian to Illinois, but specifically stating their expectation that Rivian would comply with Illinois
law and the franchise system established by the IMVFA and the Vehicle Code, noting that the
associations would take action to prevent violations of the IMVFA and the Vehicle Code by
Rivian. A copy of IADA and CATA’s 10/14/2020 Letter is attached hereto as Exhibit 42.
344. As of March 2021, there has been no suggestion that Rivian has even applied for a
new dealer license and/or attempted to give the appearance of compliance with the Vehicle Code.
Instead, Rivian – with the full knowledge of the SOS – continues online sales to consumers in
Illinois and has broken ground on construction of its retail sales showroom located in Chicago’s
Fulton Market District.
345. Additionally, as set forth above in paragraphs 283 through 287, the Attorney
General’s office informed State Representatives Hoffman and Durkin that the Attorney General
55
stands by its informal opinion, while the SOS simultaneously states that its stands by its contrary
interpretation of Illinois law, but must follow the Attorney’s General’s conclusions that
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
manufacturers are permitted to directly sell new motor vehicles in Illinois. Exhibits 6-7, 9. The
Attorney General is apparently so confident in its analysis of Illinois law as presented in the
“informal opinion” that it directs Representatives Hoffman and Durkin that legislative action is
required to prevent manufacturers from selling new motor vehicles directly to consumers – even
though: (1) prior to Tesla, direct sales by manufacturers were non-existent in Illinois except under
limited and inapplicable circumstances; (2) with Tesla, the SOS understood and stated to Tesla,
IADA, CATA and internally that direct sales by manufacturers were prohibited in Illinois; (3) on
May 13, 2019, the SOS entered into an “Administrative Consent Order” stating its position that
the IMVFA and the Vehicle Code require “all newly manufactured vehicles sold in Illinois to be
sold through franchise dealerships” and the SOS confirmed on March 1, 2021 that it stands by its
prior stated position; and (4) the Attorney General has provided no response or analysis to address
how a manufacturer could comply with the provisions of the Code – specifically the Mandatory
Contract Requirement – and not create a franchise and become a franchisee under Illinois law in
the process (and has not addressed the fact that an “arrangement” by a manufacturer pertaining to
operation of a place of business selling new vehicles to customers, even in the absence of a formal
written “contract,” constitutes a franchise under the broad definition in the IMVFA), thus
violating the IMVFA’s provisions precluding a manufacturer from being a franchisee. Exhibits 6,
9.
346. For its part, rather than performing its duties and enforcing the laws of the State
with consideration of the entirety of the statutory structure in Illinois, i.e., the IMVFA and the
Vehicle Code, the SOS is turning a blind eye to Rivian’s unlicensed sales operations no doubt
56
with the intention of (1) relying on the Attorney General’s “informal opinion,” despite its direct
conflict with the SOS’s own understanding and analysis of Illinois law, and (2) otherwise
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
applying its Tesla-modus operandi to claim down the road that the SOS will be equitably
estopped from doing its job and enforcing the laws of this State, because the SOS failed to take
enforcement action earlier when it should have (i.e., now).
The SOS’s Failure to Enforce the Vehicle Code Continues With Lucid
347. Lucid, which intends and employs a nearly identical direct sales model to that of
Rivian, is also relying on the SOS’s head-in-the-sand tactics to engage in direct sales of new
motor vehicles.
348. Lucid is engaged in online sales to consumers in Illinois. Lucid markets the “Lucid
Air” motor vehicle online at lucidmotors.com. At that site, a consumer, including Illinois
consumers, may reserve a “Lucid Air” for $300 to $7,500. See
https://www.lucidmotors.com/air/reserve/?trim=dream_edition.
349. In addition, Lucid markets a “studio,” which is a gallery/showroom in Oak Brook,
Illinois, which Lucid states will open in the second quarter of 2021 to further its sales efforts to
Illinois consumers.
350. To date, Lucid does not have and has not applied for a dealer’s license with the
Secretary of State, and there is no dealer licensed in Illinois to sell Lucid vehicles on behalf of
Lucid.
351. Like Rivian, Lucid is engaged in the business of selling and dealing in new motor
vehicles in Illinois; and as with Rivian, the SOS takes no steps to enforce licensing requirements
against Lucid.
57
Constitutional Issues
352. A determination that Rivian or Lucid can sell new vehicles directly to Illinois
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
consumers (bypassing franchised dealers) would necessarily be based upon an erroneous
interpretation of the Vehicle Code and the IMVFA that would wrongly authorize and permit
alternative distribution systems for the sale of new vehicles to consumers in Illinois: one, for the
established franchise system pursuant to which all automobile manufacturers and franchised
dealerships have historically sold and must continue to sell new vehicles to consumers (the
“Established Franchise System”); and a second, for “new” manufacturers (having no pre-
established franchised dealers) that can sell new vehicles directly to consumers, bypassing
franchised dealers and the consumer safeguards they provide (the “Bypass System”).
353. In reliance on the Established Franchise System, franchised dealers in Illinois
annually spend millions of dollars on real estate acquisitions and improvements, facility
construction and renovation, and equipment, on marketing, on training and employing thousands
of salespeople, service technicians, and other staff. The IMVFA acknowledges the substantial
investment of franchised dealers, by creating mechanisms to protect dealers from deprivation and
mistreatment by manufacturers and unlicensed dealers.
354. As the Legislature has expressly stated, the Established Franchise System
“promotes the distribution of motor vehicles to the public and provides a system for servicing
vehicles and for complying with manufacturer warranties so that consumers can keep their motor
vehicles properly functioning and safe. The sale and distribution of motor vehicles constitutes a
continuing obligation of manufacturers, distributors, wholesalers, factory branches, distributor
branches and representatives, and dealers to consumers, and the public has an interest in
promoting the availability of post-sale mechanical and operational services.” 815 ILCS 710/1.1.
58
Indeed, the Established Franchise System truly represents a partnership among franchised dealers,
manufacturers, and the State of Illinois for the marketing, selling and servicing of vehicles in
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
Illinois, including for the protection of consumers.
355. The Established Franchise System has a longstanding history of providing needed
protections to consumers in their dealings with manufacturers (e.g., in performing warranty work
and recall repairs, and reporting consumer complaints to manufacturers). In addition, the
Established Franchise System fosters price competition among the franchised dealers of the same
brand of cars, i.e., intra-brand competition, which results in lower prices for consumers on new
motor vehicles. See https://blog.nada.org/2021/03/24/peer-reviewed-study-dealership-
competition-lowers-consumer-prices/ (discussing research article “Spatial competition in
automobile retailing” published in Applied Economics at
https://www.tandfonline.com/doi/full/10.1080/00036846.2020.1863322). There is no intra-brand
competition – and thus, no pricing benefit to consumers – when one manufacturer directly sells its
new motor vehicles to consumers as opposed to multiple franchised dealers competing for
consumer business.
356. Given the public policies underlying the Vehicle Code and the IMVFA as they
relate to the operation and development of the Established Franchise System for many years, there
is no rational basis for permitting and promoting the Bypass System to the detriment of the
Established Franchise System. In fact, an erroneous interpretation of Vehicle Code and the
IMVFA, whether made by the SOS or the Attorney General (and relied upon by the SOS),
authorizing and permitting the Bypass System would result in arbitrary, capricious, and
unjustifiable economic discrimination in favor of the participants in the Bypass System (such as
Rivian, Tesla, and Lucid) and against the Illinois franchised dealerships, their manufacturers, and
59
other participants in Established Franchise System, thereby violating the rights of the franchised
dealers (as well as their manufacturers, motor vehicle consumers, and other participants in the
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Established Franchise System), to equal protection under the law, guaranteed by the Fourteenth
Amendment to the United States Constitution and Article I, Section 2, of the Illinois Constitution.
357. Furthermore, since a stated purpose of the Bypass System over time is to
undermine the viability of the Established Franchise System (i.e., the partnership among the
manufacturers, franchised dealers and the State of Illinois), an erroneous interpretation by the
SOS of the Vehicle Code and IMVFA authorizing and permitting the Bypass System will deprive
franchised dealers in Illinois of their vested property rights in the Established Franchise System.
This deprivation would constitute a confiscatory regulatory action, in violation of the due process
guarantees of the Fourteenth Amendment to the United States Constitution and Article I, Section
2, of the Illinois Constitution.
COUNT I
WRIT OF MANDAMUS
(against Secretary of State)
358. Plaintiffs restate and incorporate by reference each and every allegation set forth
above.
359. “Where . . . public officials have failed or refused to comply with requirements
imposed by statute, the courts may compel them to do so by means of a writ of mandamus,
provided that the requirements for the writ have been satisfied.” Noyola v. Bd. of Educ., 179 Ill.
2d 121, 132 (1997).
360. Mandamus is granted “if a plaintiff can establish a clear, affirmative right to relief,
a clear duty of the public officer to act, and clear authority in the public officer to comply with the
writ.” Noyola, 179 Ill. 2d at 132.
60
361. Though extraordinary, Illinois courts “may consider a petition for the writ when it
presents an issue that is novel and of crucial importance to the administration of justice, even if all
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
the normal requirements for the writ’s award are not met initially.” Orenic v. Ill. State Labor
Relations Bd., 127 Ill. 2d 453, 468 (1989) (citing Knuepfer v. Fawell, 96 Ill. 2d 284, 291 (1983)).
362. The mandamus requirements are met here.
363. First, Plaintiffs have an affirmative right to relief. Section 5-502 of the Code
provides:
If any person operates in violation of any provision of this Chapter, or any

rule, regulation, order or decision of the Secretary of State, or of any term,
condition or limitation of any license, the Secretary of State, or any person
injured thereby, or any interested person, may apply to the Circuit Court of
the county in which such violation or some part thereof occurred, or in
which the person complained of has his established or additional place of
business or resides, to prevent such violation. The Court has jurisdiction to
enforce obedience by injunction or other process restraining such person
from further violation and enjoining upon him obedience.
625 ILCS 5/5-502.
364. Section 5-502 not only provides the SOS with clear authority to take action to
enforce the Code, it further provides that “any interested person” has the interest and right to
prevent a person from operating in violation of the Code, specifically here, to prevent Rivian and
Lucid from engaging in the business of selling or dealing in new vehicles without a license or
properly issued licensed. See 625 ILCS 5/5-502; 625 ILCS 5/5-101(a).
365. Plaintiffs, IADA, CATA, PMNCDA, IMDA, and individual motor vehicle dealers
conducting business in Cook County and across the State of Illinois, are “interested persons.”
366. IADA is a trade association representing more than 700 licensed new vehicle
dealers in Illinois, which support in excess of 40,000 jobs in Illinois.
61
367. CATA is a trade association representing more than 400 franchised motor vehicle
dealers in the Chicagoland area.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
368. PMNCDA is a trade association representing franchised new car dealers in Illinois.
369. IMDA is a trade association representing franchised motorcycle dealers in Illinois.
370. Each Individual Dealer-Plaintiff owns and operates at least one franchise
dealership in Illinois, and the dealers have invested significant amounts of money in their
respective dealerships, often in the multi-millions of dollars. Each Individual Dealer-Plaintiff is
required to comply with the licensing requirements of the Vehicle Code, as well as the provisions
of the IMVFA. IADA’s, CATA’s, PMNCDA’s and IMDA’s members’ and the Individual Dealer-
Plaintiffs’ respective interests in the ongoing operations of franchised motor vehicle dealerships
may be directly and substantially affected by Rivian’s and Lucid’s unlicensed (or improperly
licensed) operations, as well as Rivian’s and Lucid’s direct sale models, which violate Illinois
law. Plaintiffs have a substantial interest in ensuring the sale, distribution, and servicing of motor
vehicles by dealerships that are appropriately licensed and regulated so as to prevent fraud,
impositions, discrimination, and other abuses upon the public; to foster healthy competition; and
to provide adequate service to motor vehicle consumers.
371. Second, the SOS has a clear duty to act to enforce the requirements of the Vehicle
Code. The SOS is vested with the powers and duties and jurisdiction of administering, among
other things, Chapter 5 of the Vehicle Code, which governs licensing of new motor vehicle
dealers. 625 ILCS 5/2-101. With those powers and duties, the SOS “is charged with the duty of
observing, administering and enforcing the provisions” of the Code. 625 ILCS 5/2-104(a)
(emphasis added).
372. The Vehicle Code provides:
62
No person shall engage in this State in the business of selling or dealing
in, on consignment or otherwise, new vehicles of any make, or act as an
intermediary or agent or broker for any licensed dealer or vehicle
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
purchaser other than as a salesperson, or represent or advertise that he is so

engaged or intends to so engage in such business unless licensed to do so
in writing by the Secretary of State under the provisions of this
Section.
625 ILCS 5/5-101(a).
373. Rivian and Lucid are engaged in the business of selling or dealing in new motor
vehicles in Illinois by marketing and promoting Rivian-manufactured and Lucid-manufactured
motor vehicles for sale on their respective websites, rivian.com and lucidmotors.com, to
consumers located Illinois. Upon information and belief, those vehicles will be delivered in
Illinois to those consumers.
374. Through the Rivian and Lucid websites, consumers, including consumers in
Illinois, can pre-order Rivian and Lucid-manufactured vehicles with payment of a deposit. Rivian
promotes delivery of its vehicles later in 2021 or early 2022.
375. Rivian has admitted publicly that it has offered vehicles for sale and taken pre-
orders from consumers in Illinois, including a high concentration of pre-order customers in
Chicago, Illinois.
376. In addition, Rivian, either directly or indirectly, has obtained permits and started
construction on a retail sales showroom located in Chicago’s Fulton Market District where Rivian
will deliver and further direct sell its vehicles to Illinois consumers.
377. Rivian has been informed by the SOS that it will need a dealer’s license to sell new
motor vehicles in Illinois through a showroom (or brick and mortar location) and the SOS has
otherwise recognized internally that online sales create issues regarding selling new motor
vehicles in Illinois. Rivian, however, had not submitted any application for a new dealer license
63
or taken other steps to comply with licensing requirements applicable to the sale of Rivian
vehicles in Illinois. In addition, in response to a FOIA request regarding Tesla and Rivian,
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
counsel for the herein named Plaintiffs, did not receive paperwork suggesting Rivian applied for
any Illinois new dealer license.
378. For its part, Lucid markets that it will open a studio (showroom/gallery) in the
second quarter of 2021, in addition to taking online pre-orders from Illinois consumers. Lucid has
not submitted any application for a new dealer license or taken other steps to comply with
licensing requirements applicable to the sale of Lucid vehicles in Illinois.
379. The SOS has been tracking Rivian’s actions and has been directly and explicitly
informed by Rivian that Rivian is employing a direct sales model to sell Rivian-manufactured
vehicles to consumers in Illinois. The SOS is aware that Rivian is taking pre-orders for sales of its
vehicles online from Illinois consumers, and the SOS is, upon information and belief, also aware
that Lucid is taking pre-orders for its sales of vehicles online from Illinois consumers. The SOS is
also aware that Rivian is constructing a retail sales showroom in Chicago, and the SOS is, upon
information and belief, also aware that Lucid intends to open a studio in Oak Brook, Illinois in the
second quarter of 2021.
380. The SOS is aware that a license is required to engage in the business of selling or
dealing in new motor vehicles in Illinois. The SOS is aware that neither Rivian nor Lucid has
applied for, or been issued, any new dealer license by the SOS, or otherwise taken steps to
comply with licensing requirements applicable to the sale of Rivian and Lucid vehicles in Illinois.
381. The operations of Rivian and Lucid constitute the business of selling or dealing in
new motor vehicles in Illinois without a license issued by the SOS. The sales conduct of Rivian
64
and Lucid is therefore action taken in violation of the Vehicle Code, 625 ILCS 5/5-101(a),
however, the SOS has taken no action to enforce the Vehicle Code against Rivian or Lucid.
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
382. Third, there is clear authority on the part of the SOS to comply with the requested
writ. The writ sought is to direct the SOS to enforce the Vehicle Code; specifically, to take action
to prevent Rivian and Lucid from engaging in the business of selling or dealing in new motor
vehicles in Illinois without a license, which the SOS has the authority and obligation to do
pursuant to 625 ILCS 5/5-502.
WHEREFORE, Plaintiffs request that the Court:
a. Issue a writ of mandamus directing the SOS to perform its statutorily required
duty to enforce the provisions of the Vehicle Code and take all necessary
action, including action pursuant to 625 ILCS 5/5-502, to prevent Rivian and
Lucid from engaging in the business of directly selling or dealing in new motor
vehicles in Illinois: (i) without a license or with a license that was improperly
issued and should be revoked, and/or (ii) without taking action necessary to
comply with licensing requirements applicable to the sale of Rivian and Lucid
vehicles in Illinois, e.g., entering into an arms-length contract with an
unaffiliated motor vehicle dealer for the sale of new motor vehicles in Illinois.
b. Award any and all other relief that this Court deems proper and just.
COUNT II
INJUNCTION
(against Rivian and Lucid)
above.
384. This Court has jurisdiction to enjoin or take other action to restrain Rivian and
Lucid from further engaging in operations that violate the Code, 625 ILCS 5/5-502, and/or the
IMVFA, 815 ILCS 710/4(f), whether raised by the SOS or any other interested person, here
Plaintiffs.
65
385. By its own admission – in statements made to the SOS and in public statements –
Rivian is implementing a direct sales model for its vehicles in Illinois, i.e., Rivian as the
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
manufacturer of the vehicles will directly sell those vehicles it manufactures to Illinois
consumers. That direct sales model is demonstrated by: (a) Rivian taking pre-orders for vehicles
along with payments of $1,000 from Illinois consumers, and (b) Rivian stating that it will deliver
those vehicles in Illinois to consumers, including at its “in-construction” sales showroom located
in Chicago.
386. Likewise, Lucid is engaging in a direct sales model of its vehicles in Illinois by
taking pre-orders for vehicles online from Illinois consumers and marketing its “studio” in
Oakbrook, Illinois. Upon information and belief, Lucid intends to market and sell its vehicles at
the Oakbrook studio and Lucid intends to deliver vehicles to consumers in Illinois.
387. The conduct of Rivian and Lucid violates the Code’s prohibition against engaging
in the business of selling or dealing in new motor vehicles without a license.
388. This Court should order the SOS to take action to enforce the Code against Rivian
and Lucid as the SOS is statutorily required to do, as Plaintiffs request in Count I of this
Complaint. This Court can also take action now to enjoin or otherwise restrain Rivian and Lucid
from operating in violation of the Vehicle Code pursuant to 625 ILCS 5/5-502 and/or in violation
of the IMVFA pursuant to 815 ILCS 710/4(f).
a. Issue an injunction or other order restraining Rivian and Lucid from

engaging in the business of directly selling or dealing in new motor
vehicles in Illinois: (i) without a license or with a license that was
improperly issued and should be revoked, and/or (ii) without taking
action necessary to comply with licensing requirements applicable
to the sale of Rivian and Lucid vehicles in Illinois, e.g., entering
into an arms-length contract with an unaffiliated Illinois licensed
motor vehicle dealer for the sale of new motor vehicles in Illinois.
66
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
COUNT III
DECLARATORY JUDGMENT PURSUANT TO 735 ILCS 5/2-701
above.
390. Under the Illinois Declaratory Judgment Act, courts are empowered to “make
binding declarations of rights, having the force of final judgments, whether or not any
consequential relief is or could be claimed, including the determination, at the instance of anyone
interested in the controversy, of the construction of any statute . . . and a declaration of the rights
of the parties interested.” 735 ILCS 5/2-701(a).
391. Plaintiffs seek a declaratory judgment that the Illinois Vehicle Code and the
IMVFA, read together, preclude manufacturers from the direct sale of new motor vehicles in
Illinois. Instead, a manufacturer must: (i) sell new motor vehicles through a dealer that is licensed
pursuant to the Vehicle Code, which necessarily creates a franchise, and, as part of that process,
(ii) enter into a contract compliant with the Mandatory Contract Requirement, i.e., an arms-length
contract with an unaffiliated third party, that does not result in non-compliance with the IMVFA,
815 ILCS 710/4(f).
392. Plaintiffs further seek a declaratory judgment that the IMVFA, standing alone,
precludes manufacturers from the direct sale of new motor vehicles in Illinois because of the
broad definition of “arrangements” constituting franchises, meaning that even in the absence of a
formal “contract” that would satisfy the Mandatory Contract Requirement in the Vehicle Code, a
manufacturer operating a place of business selling new vehicles to customers in Illinois would
violate Section 4(f) of the IMVFA. 815 ILCS 710/4(f).
67
393. Commencing with its improper licensing of Tesla, and its failure to enforce the
provisions of the Vehicle Code and the IMVFA, the SOS has allowed a slow erosion and
FILED DATE: 3/25/2021 5:59 PM 2021CH01438
undermining of the statutorily-established franchise system in Illinois for the sale of new motor
vehicles.
394. Outwardly, the SOS appears to have defended the statutory structure establishing a
franchise system for the sale of new motor vehicles in Illinois, see ¶ 286, supra, but the SOS has
failed to take the necessary actions to in fact enforce the provisions of the Vehicle Code and the
IMVFA. The SOS has even relied upon its own past enforcement failures to create estoppel
arguments for the manufacturers who are seeking to engage in the direct sale of new motor
vehicles in violation of the Vehicle Code and the IMVFA, see ¶ 299, supra.
395. Now, the SOS is hiding behind an “informal opinion” issued by the Attorney
General regarding the IMVFA that ignores the relevant provisions of the Vehicle Code and the
IMVFA, nowhere suggests that a motor vehicle dealer does not need to be licensed under the
Code, nowhere analyzes how a manufacturer could contract with itself to meet licensing
requirements under the Code, nowhere explains how purported compliance with the Mandatory
Contract Requirement would not necessarily create a franchise that runs afoul of the provisions of
the IMVFA, and nowhere addresses the fact that even mere “arrangements” may constitute
franchises under the IMVFA. Exhibit 4.
396. Plaintiffs, IADA, CATA, PMNCDA, IMDA, and Individual Dealer-Plaintiffs, are
interested parties directly impacted by the erosion and undermining of the franchise system in
Illinois. See ¶¶ 365-70, supra. The members of IADA, CATA, PMNCDA, and IMDA, including
the Individual Dealer-Plaintiffs, have spent millions of dollars investing in their businesses all the
68
while being required to comply with the provisions of the IMVFA and the Vehicle Code,
including the Vehicle Code’s licensing provisions.

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
397. The IMVFA provides that:
Any franchisee or motor vehicle dealer who suffers any loss of money or
property, real or personal, as a result of the use or employment by a
manufacturer . . . of an unfair method of competition or an unfair or
deceptive act or practice declared unlawful by this Act, or any action in
violation of this Act, may bring an action for damages and equitable relief,
including injunctive relief, in the circuit court of the county in which the
objecting franchisee has its principal place of business or, if the parties
have so agreed, in arbitration. If the misconduct is willful or wanton,
treble damages may be awarded. A motor vehicle dealer, if it has not
suffered any loss of money or property, may obtain permanent equitable
relief if it can be shown that the unfair act or practice may have the effect
of causing such loss of money or property.
815 ILCS 710/13.
398. While it may be that franchised dealers have already been harmed as a result of
Tesla’s skirting of Illinois law, they certainly face risk of additional harm by Rivian’s and Lucid’s
admitted intention to disregard Illinois law with direct sales of motor vehicles, and the current
action of Rivian and Lucid in engaging in the sales of new motor vehicles without a license.
Therefore, Plaintiffs seek this declaratory judgment to prevent certain future harm from the SOS’s
continued erosion of the franchise system, including from the SOS’s failure to enforce the Code
against Rivian, through its reliance on the Attorney General’s incomplete and ultimately wrong
analysis of Illinois law in its informal opinion.
a. Issue a declaratory judgment that the Illinois Vehicle Code and/or the IMVFA
preclude manufacturers from the direct sale of new motor vehicles to
consumers in Illinois.
69
Dated: March 25, 2021 Respectfully submitted,
Illinois Automobile Dealers Association, Chicago

FILED DATE: 3/25/2021 5:59 PM 2021CH01438
Automobile Trade Association, Peoria Metro New Car

Dealers Association, Illinois Motorcycle Dealers
Association and All Individual Dealer-Plaintiffs,
By:___/s/ Ira M. Levin__________________________

One of Their Attorneys
Ira M. Levin ([email protected])

Danielle J. Gould ([email protected])
Eric P. VanderPloeg ([email protected])
Gino D. Jacobazzi ([email protected])
Burke, Warren, Mackay & Serritella, P.C.
330 N. Wabash Ave, 21st Floor
Chicago, Illinois 60611
Telephone: (312) 840-7000
Firm ID No. 41704
John S. Elias ([email protected])

Janaki Nair ([email protected])
Elias, Meginnes & Seghetti, P.C.
416 Main Street, Suite 1400
Peoria, Illinois 61602
Telephone: (309) 637-6000
Firm ID No. 40077
70

Dealers Complaint

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Dealers Complaint

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Hearing Date: 7/26/2021 10:30 AM - 10:30 AM

ILLINOIS AUTOMOBILE DEALERS ) 12721526

NAPERVILLE, L.L.C.; BILL KAY FORD, INC.; )

INC. d/b/a FIELDS BMW; FIELDS JEEP, INC. )

CHEVROLET, INC.; LAND ROVER HINSDALE, )

SALES, INC. d/b/a MULLER’S WOODFIELD )

AUTOMOTIVE, INC. d/b/a BOB LINDSAY )

AUTOMOTIVE, INC.; RIVIAN AUTOMOTIVE, )

(“IMVFA” or the “Act”). In support hereof, Plaintiffs state as follows:

the approval of the Illinois Secretary of State.

PARTIES TO THIS MATTER, JURISDICTION AND VENUE

6. Plaintiff, CATA, is a trade association representing more than 400 franchised

Road in Oakbrook, Illinois.

8. Plaintiff, IMDA, is a trade association representing franchised motorcycle dealers

liability company with its principal place of business in Chicago, Illinois.

10. Plaintiff, ACIA HN Auto LLC d/b/a Hyundai of Lincolnwood, is a Delaware

liability company with its principal place of business in Lincolnwood, Illinois.

liability company with its principal place of business in Palatine, Illinois.

liability company with its principal place of business in Palatine, Illinois.

liability company with its principal place of business in Chicago, Illinois.

liability company with its principal place of business in Lincolnwood, Illinois.

business in Granville, Illinois.

place of business in St. Charles, Illinois.

place of business in Melrose Park, Illinois.

place of business in Melrose Park, Illinois.

21. Plaintiff, Anderson Dealerships, Inc. d/b/a Anderson Mitsubishi, Hyundai of

of business in Rockford, Illinois.

Illinois corporation with its principal place of business in Rockford, Illinois.

principal place of business in Clinton, Illinois.

principal place of business in Crystal Lake, Illinois.

Illinois corporation with its principal place of business in Rockford, Illinois.

place of business in Gurnee, Illinois.

business in Tinley Park, Illinois.

principal place of business in Wilmington, Illinois.

business in Matteson, Illinois.

business in Salem, Illinois.

place of business in O’Fallon, Illinois.

business in Belleville, Illinois.

place of business in O’Fallon, Illinois.

corporation with its principal place of business in O’Fallon, Illinois.

of business in Stockton, Illinois.

of business in Lexington, Illinois.

business in Bloomington, Illinois.

corporation with its principal place of business in Clinton, Illinois.

principal place of business in Tinley Park, Illinois.

of business in Naperville, Illinois.

with its principal place of business in Naperville, Illinois.

business in Midlothian, Illinois.

with its principal place of business in Bourbonnais, Illinois.

principal place of business in Ottawa, Illinois.

with its principal place of business in Peoria, Illinois.

principal place of business in Normal, Illinois.

of business in Decatur, Illinois.

corporation with its principal place of business in Pana, Illinois.

corporation with its principal place of business in Decatur, Illinois.

with its principal place of business in Taylorville, Illinois.

with its principal place of business in Freeport, Illinois.

place of business in Dekalb, Illinois.

of business in Breese, Illinois.

place of business in Monmouth, Illinois.

business in Durand, Illinois.

place of business in Danville, Illinois.