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

Nebraska Supreme Court Online Library www.nebraska.gov/apps-courts-epub/ 10/16/2026 08:16 AM CDT - 578 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 General Motors, LLC, a Delaware corporation, appellant, v. Nebraska Motor Vehicle Industry Licensing Board, an agency of the State of Nebraska, et al., appellees. ___ N.W.3d ___ Filed October 16, 2026. No. S-25-084. 1. Judgments: Jurisdiction: Appeal and Error. A jurisdictional issue that does not involve a factual dispute presents a question of law, which an appellate court independently decides. 2. Administrative Law: Statutes: Appeal and Error. The meaning and interpretation of statutes and regulations are questions of law for which an appellate court has an obligation to reach an independent, correct conclusion irrespective of the decision made by the court below. 3. Administrative Law: Judgments: Appeal and Error. A judgment or final order rendered by a district court in a judicial review pursuant to the Nebraska Administrative Procedure Act may be reversed, vacated, or modified by an appellate court for errors appearing on the record. 4. ____: ____: ____. When reviewing an order of a district court under the Nebraska Administrative Procedure Act for errors appearing on the record, the inquiry is whether the decision conforms to the law, is sup- ported by competent evidence, and is neither arbitrary, capricious, nor unreasonable. 5. Statutes. Statutory interpretation begins with the text, and the text is to be given its plain and ordinary meaning. 6. Statutes: Legislature: Intent. In construing a statute, the legislative intention is to be determined from a general consideration of the whole act with reference to the subject matter to which it applies and the particular topic under which the language in question is found, and the intent as deduced from the whole will prevail over that of a particu- lar part considered separately.  - 579 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 7. Statutes. Statutes pertaining to the same subject matter should be con- strued together; such statutes, being in pari materia, must be construed as if they were one law, and effect must be given to every provision. 8. Statutes: Presumptions: Legislature: Intent. In interpreting a statute, a court is guided by the presumption that the Legislature intended a sensible rather than an absurd result in enacting the statute. 9. Administrative Law: Words and Phrases. An administrative agency is a neutral factfinding body when it is neither an adversary nor an advo- cate of a party. 10. Administrative Law: Parties. When an administrative agency acts as the primary civil enforcement agency, as distinguished from determining the rights of two or more individuals in a dispute before such agency, it is more than a neutral factfinding body. 11. ____: ____. An agency that is charged with the responsibility of protect- ing the public interest, and not merely determining the rights of two or more individuals in a dispute, is more than a neutral factfinding body. 12. ____: ____. In cases where an agency acts beyond the role of a neutral fact finder due to its responsibility to the public interest, its role as the primary civil enforcement entity, or its licensing and credentialing func- tion, the agency takes some action or is required to make some consid- eration beyond merely resolving a dispute between outside parties. 13. Administrative Law: Parties: Appeal and Error. The proper consider- ation under Neb. Rev. Stat. § 84-917(2)(a)(i) (Reissue 2024) is whether the agency’s only role was that of a neutral fact finder in the hearing before the agency. 14. Administrative Law: Parties. Merely making a factual finding that something is in the public interest does not cause an agency to act in anything other than a neutral factfinding role. 15. Administrative Law: Motor Vehicles: Franchises: Parties. The Nebraska Motor Vehicle Industry Licensing Board’s statutory authority in franchise termination proceedings is limited to adjudicating a dispute between a franchisor and a franchisee, and the board participates in the proceeding only to receive evidence offered at the hearing by the parties and make the statutorily required findings. 16. Parliamentary Law: Statutes. In the absence of a contrary statutory provision, a majority of a quorum which constitutes a simple majority of a collective body may act for that body. 17. Administrative Law: Motor Vehicles: Franchises: Good Cause. The question Neb. Rev. Stat. § 60-1433 (Reissue 2021) asks is whether there is good cause based on the existing circumstances, and it does not require a balancing or weighing of factors.  - 580 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 18. ____: ____: ____: ____. For purposes of Neb. Rev. Stat. § 60-1420(1)(a) (Reissue 2021), the question is whether good cause exists to terminate the franchise at the time the decision regarding termination is made. Appeal from the District Court for Lancaster County: Jodi L. Nelson, Judge. Affirmed. Mark T. Clouatre, pro hac vice, of Nelson Mullins Riley & Scarborough, L.L.P., and Adam J. Prochaska, of Rembolt Ludtke, L.L.P., for appellant. Michael T. Hilgers, Attorney General, Kenneth A. Yoho, and Blake Aspen, Senior Certified Law Student, for appellees Nebraska Motor Vehicle Industry Licensing Board, Joshua Eickmeier, and Chad Tessman. Richard L. Rice and Jonathan J. Lederer, of Crosby Guenzel, L.L.P., for appellee Meyer Automotive, Inc. Cassel, Stacy, Papik, Freudenberg, Bergevin, and Vaughn, JJ. Bergevin, J. I. INTRODUCTION This appeal arises from the application filed by General Motors, LLC, under Neb. Rev. Stat. §§ 60-1420 and 60-1424 (Reissue 2021) with the Nebraska Motor Vehicle Industry Licensing Board (Board) to terminate its automotive fran- chise agreements with Meyer Automotive, Inc. The Board denied General Motors’ application to terminate the franchise agreements. On review by the district court under Nebraska’s Administrative Procedure Act (APA), 1 the district court affirmed the Board’s denial. We affirm the judgment of the district court. 1 See Neb. Rev. Stat. §§ 84-917 to 84-919 (Reissue 2024).  - 581 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 II. BACKGROUND 1. Meyer Automotive Background In 2005, Robert Meyer purchased a Ford “store,” established Meyer Automotive, and moved the Ford dealership from down- town Seward, Nebraska, to its present location near Interstate 80. He purchased the land from a local farmer and built a new facility, which was completed in May 2006. In March 2006, Meyer Automotive purchased Rolfsmeier Motors and became the dealer in three “Dealer Sales and Service” (franchise) agreements with General Motors for the sale and service of GMC, Chevrolet, and Buick vehicles. The purchase of the dealership came with no inventory. One of the terms of the agreement with General Motors was that Meyer needed to build a General Motors facility within 3 years, which term he satisfied when construction was com- pleted in early 2008. The Ford and General Motors facilities were separate buildings next to each other. Both were owned by Meyer Properties, from which Meyer Automotive rented. In 2009, General Motors filed for chapter 11 bankruptcy, and it sent Meyer Automotive a wind-down letter that May. Eventually, because of congressional action, Meyer Automotive was able to arbitrate with General Motors and keep the deal- ership. However, the dealership received no inventory from General Motors for months. As a result, for all intents and purposes, Meyer Automotive began establishing its General Motors dealership in 2011. 2. Franchise Agreements Relevant here, under the franchise agreements, Meyer Automotive had an “[a]rea of [p]rimary [r]esponsibility” (APR) covering Seward and its surrounding area. Meyer Automotive agreed to “effectively, ethically[,] and lawfully sell and promote the purchase” of General Motors’ new vehicles. It agreed to “maintain an adequate staff of trained sales personnel,” “ensure that the customer’s purchase and delivery experience[s] are  - 582 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 satisfactory,” and “comply with the retail sales standards estab- lished by General Motors.” Meyer Automotive also agreed to “maximize customer satisfaction” by providing service to General Motors vehicles and “maintain an adequate service and parts organization.” General Motors would provide Meyer Automotive with a written report evaluating its purchase customer satisfaction and service customer satisfaction. As for inventory, Meyer Automotive agreed to purchase and stock “a mix of models and series” of motor vehicles, which General Motors agreed to make available—subject to availability and to a fair and equitable distribution to dealers. General Motors also agreed to provide Meyer Automotive with a written report evaluating its sales performance, which would compare its sales to the sales opportunities in its APR and produce a score. This report was the “[r]etail [s]ales [i]ndex” (RSI). Meyer Automotive was required to achieve a “[s]atisfactory” RSI, which was equal to or greater than 100, and to pursue available sales opportunities exceeding that standard. 3. Meyer Automotive’s Poor Performance As detailed below, by all accounts, Meyer Automotive under- performed and failed to meet General Motors’ requirements under the franchise agreements. In 2012, Meyer Automotive was enrolled in General Motors’ “DP2” program for failing dealerships. Year after year, the dealership was consistently among the worst-performing dealerships in Nebraska based on General Motors’ RSI for Chevrolet and Buick/GMC. In October 2019, General Motors submitted an applica- tion to the Board to terminate its franchise agreements and provided Meyer Automotive with a 6-month cure period. In November 2019, the Board notified Meyer Automotive of General Motors’ application to terminate the franchises and requested that Meyer Automotive respond “within 30 days . . . indicating whether [Meyer Automotive] will contest”  - 583 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 the application. 2 Meyer Automotive voluntarily terminated its Buick franchise and sold it back to General Motors, 3 but filed an opposition to the termination of the GMC and Chevrolet franchises with the Board in December 2019. The Board entered a scheduling order in January 2022 that scheduled the hearing for “September 2022 (depending on Board availability).” 4. Board Hearing In October 2023, the Board held a hearing on General Motors’ application regarding the GMC and Chevrolet fran- chise agreements. General Motors adduced testimony from Meyer Automotive’s regional manager, zone manager, and district manager, as well as two expert analysts, to estab- lish that Meyer Automotive was in breach of the franchise agreements due to its poor performance in sales and ser- vice and in its efforts related to improving its performance. Meyer Automotive responded with its own expert, whose tes- timony was later stricken by the Board, and the testimony of Robert Meyer, its owner. We detail the evidence adduced from each witness. (a) General Motors’ Regional Manager The regional manager was the primary person responsible for deciding to pursue the termination of Meyer Automotive’s franchise agreements. Meyer Automotive had been enrolled in General Motors’ DP2 program for failing dealers in 2012. By 2019, it showed a “little” improvement, but not 2 But see, Neb. Rev. Stat. § 60-1425 (Reissue 2021) (“[u]pon receiving an application . . . the [B]oard shall enter an order fixing a time, which shall be within [90] days”); Neb. Rev. Stat. § 60-1426 (Reissue 2021) (Board may continue hearing for 90 days and may, upon application, continue hearing for additional 90 days). 3 § 60-1420(2) (“[u]pon providing good and sufficient evidence to the [B]oard, a franchisor may terminate a franchise without [a] hearing . . . upon a mutual written agreement of the franchisor and franchisee”).  - 584 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 as much as desired. The regional manager was really con- cerned about Meyer Automotive’s engagement and commit- ment to its improvement. For example, she testified that even after the notice of termination was delivered, no one from Meyer Automotive reached out to General Motors to discuss the issue. In the regional manager’s opinion, General Motors “couldn’t let this continue to go on. There had to be a stopping point.” In her 30-year career, she had been personally involved with only two dealers, including Meyer Automotive, that progressed to the issuance of a notice to cure. But unlike the other dealer, Meyer Automotive did not display a willingness to improve. During the 6-month cure period, Meyer Automotive’s RSI for Chevrolet was 26.09 and for Buick/GMC was 17.86, which, while an improvement from the preceding years, the regional manager still characterized as “[t]errible.” Its service satisfac- tion scores were 62.5 percent for Chevrolet and 83.3 percent for Buick/GMC, which were below the regional averages of 88.8 and 90.2 percent, respectively. The regional manager recognized that Meyer Automotive improved its RSI from 2019 to 2022, after the cure period. Meyer Automotive’s RSI reached 42.3 for Chevrolet and 40.7 for Buick/GMC in 2021, which ranked 39th out of 45 Nebraska dealers and 10th out of 10 Nebraska dealers, respectively. Despite Meyer Automotive’s improved RSI, the regional manager took issue with the fact that from August 2019 through September 2022, Meyer Automotive requested addi- tional product only 53 percent of the time for General Motors’ twice-a-month “consensus” opportunities and submitted requests only 26 percent of the time for its weekly realloca- tion opportunities. In her view, Meyer Automotive was not doing enough to improve its performance, and the involvement of General Motors’ district manager at that time in Meyer Automotive’s affairs (which we discuss below) was too exten- sive to be sustainable.  - 585 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 (b) General Motors’ Zone Manager The zone manager testified that Meyer Automotive often maintained it needed a greater amount of inventory. However, it refused to accept all the additional product that it was offered, at times indicated that it had sufficient inventory, consistently required reminders to order and accept allocated inventory, and did not maximize its opportunities to request additional inventory. For example, Meyer Automotive uti- lized 22 percent of its request opportunities in 2019, but that improved to 81 percent in 2022. However, the zone manager was not moved by Meyer Automotive’s improvement and expected a figure closer to 100 percent. (c) General Motors’ District Manager The district manager who testified was in training during Meyer Automotive’s cure period and did not fully assume the responsibilities of the position until April 2019, after the cure period had ended. The district manager testified that Meyer Automotive did not follow all of her recommendations for improvement; it did not take advantage of its opportunities to acquire more inventory; it did not timely retrieve its sales leads; it did not participate, or participate effectively, in a number of programs that would have provided it with sales leads; and it needed a significant amount of training on General Motors’ systems. The district manager intervened significantly in Meyer Automotive’s operations, including designing business plans, training on order optimization, reading reports, overseeing the order allocation process, and requesting additional units. She also had to provide constant reminders for Meyer Automotive to complete consensus orders and other dealer business. The district manager testified that she spent “significant[ly]” more time counseling Meyer Automotive than the other dealers in her district. The district manager was sympathetic to Meyer Automotive’s inventory issues in 2020 and 2021, as inventory was a  - 586 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 widespread issue across General Motors during that time due to COVID-19 pandemic-related shortages. However, she tes- tified that unlike other dealers with inventory issues, Meyer Automotive did not utilize “inventory best practices” to mini- mize the issue and maximize the inventory it received. She pointed to two other similarly situated dealers that consis- tently met their monthly objectives by maximizing ordering and that did so across all models of vehicles. In her view, Meyer Automotive was not maximizing its sales opportuni- ties by failing to order a broader mix of inventory. The dis- trict manager provided Meyer Automotive with data showing which vehicle models customers in its APR were buying from other dealerships, rather than from Meyer Automotive. “[She] was trying to show [Meyer Automotive] that there was a demand for cars and small SUVs [in its APR], but [Meyer Automotive was] very insistent that, no, [it] needed to be a truck dealership.” In addition, Meyer Automotive operated out of its Ford building and not its General Motors building. Moreover, even though it had separate buildings for each dealership, Meyer Automotive had only one sales staff for both vehicle brands. The district manager explained that in such a situation, it was typical to have dedicated sales staff for each brand. The district manager thought that General Motors provided all the assistance it could to Meyer Automotive in order to help it succeed, and significantly more assistance than it provided to other dealerships. However, in her view, Meyer Automotive did not do all it could to help itself succeed, and for that reason, its dealership agreement should be terminated. (d) General Motors’ Expert Analyses General Motors called two expert consultants focused on the automotive industry to testify. The first expert conducted a comparative analysis of data from Meyer Automotive for the years 2016 to 2021. For his comparative analysis, he cre- ated a class of General Motors dealerships that sold fewer  - 587 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 than 200 new General Motors vehicles a year, which he referred to as “small Nebraska dealerships.” These dealerships were small-volume dealerships and not representative of Meyer Automotive’s APR. The expert found that Meyer Automotive was reporting significantly higher gross profits per vehicle retail, “which generally means it’s charging higher prices for the vehicles.” He reviewed the inventory available on Meyer Automotive’s website and “noticed many of the vehicles were priced at — or offered at prices higher than MSRP.” In his view, the high prices were a likely factor in driving customers to other deal- erships. Additionally, Meyer Automotive’s profits per vehicle were substantially higher than those of other small Nebraska dealerships, and the sales staff at Meyer Automotive was also compensated significantly more for used car sales than for new car sales. The expert also found that Meyer Automotive’s “advertising effort” spent was less than half of what the other dealerships spent per vehicle, when normalized to opportunity. When he compared Meyer Automotive with a broader range of small-volume sales dealerships in Nebraska, South Dakota, and Iowa, the same patterns emerged. The expert recognized that Meyer Automotive improved its sales performance during the period when the termination proceeding was pending, in 2020 and 2021. However, he found that the increase in sales was not specific to General Motors vehicles but also occurred with Meyer Automotive’s Ford sales. He also reiterated that even though Meyer Automotive outperformed the comparative “small Nebraska dealerships” group in 2020 and 2021, that group was based on total vehi- cle sales, not on expected performance calculated by RSI. He noted that a dealer with an APR comparable to Meyer Automotive’s sold over 400 vehicles per year, while Meyer Automotive sold about 80 vehicles in 2021. He also noted that Meyer Automotive’s service satisfaction scores were also significantly lower than those of the small-volume sales com- parison group.  - 588 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 The expert also analyzed Meyer Automotive’s assets and found that it did not have long-term assets, as a separate busi- ness owned by Robert Meyer owned the building and the land where the dealership operated. Ultimately, in the expert’s view, having a different dealership in Seward “would be beneficial to the public welfare.” The second expert consultant’s analysis was on Meyer Automotive’s expected performance, calculated by RSI. He observed that smaller market dealers can overperform their RSI, such as two other Nebraska dealerships. He found that Meyer Automotive accounted for less than 6 percent of the total vehicle sales in its APR, which he believed was the low- est he had seen “in a relatively remote market.” And contrary to Meyer Automotive’s assertion that its APR desired only trucks, he found that fewer than half of the new vehicle regis- trations were pickup trucks. In his view, Meyer Automotive’s improved sales in 2020 and 2021 were not significant when compared to “what a reasonable level of sales would be.” Ultimately, his analysis found that General Motors and its vehicles were “not being rejected, but [Meyer Automotive was] being rejected by Seward and its consumers.” (e) Meyer Automotive’s Case Robert Meyer, the owner and dealer of Meyer Automotive, testified on its behalf. His testimony was that Meyer Automotive could not and did not receive sufficient inven- tory to improve its RSI until the new district manager started in 2019. Meyer testified that he could increase his allotted inventory only incrementally due to General Motors’ alloca- tion system. He stated, “The way that the metric is set up, it’s about impossible. And it’s been that way since day one.” Meyer maintained that he did not have a “real” district man- ager until 2019. Thereafter, in 2020, he was able to obtain addi- tional inventory and was able to generate a 50-percent increase in sales, followed by a 74.1-percent increase in Chevrolet sales. He maintained that with the district manager’s assistance  - 589 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 in preparing a business plan, he increased General Motors vehicle sales by 263 percent from 2017 to 2022. For completeness, we note that Meyer Automotive also pre- sented testimony from an expert witness. However, in its writ- ten decision, the Board found that the expert’s testimony was not relevant to the proceeding and sustained General Motors’ objection to the expert’s testimony. That ruling was not at issue in this review proceeding before the district court; nor is it on appeal. (f) Replacement Dealer Apart from the general indication that General Motors wanted a better-performing dealer in the Seward APR, little direct evidence was adduced as to the establishment of another Chevrolet or GMC franchise in the event the franchise agree- ments were terminated. The following exchange occurred with General Motors’ district manager: “[Counsel:] We may have covered this earlier, but if the Board permits [General Motors] to terminate the dealer agreements of GMC and Chevy for [Meyer Automotive], is [General Motors’] plan to go back into the Seward market? [District manager:] Yes.” And the following exchange occurred with General Motors’ regional manager: “[Counsel:] Have you ever had any communica- tions with anybody about who might be a replacement dealer? [Regional manager:] No.” (g) Relevant Timeframe There was some discussion from the Board members as to the relevant timeframe that should be considered: whether the Board should consider only the circumstances at the end of Meyer Automotive’s cure period, or whether the developing circumstances, namely Meyer Automotive’s improved perform­ ance between that time and the hearing, should be consid- ered. The following exchange between the Board and General Motors’ expert appears in the record:  - 590 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 [Board member:] If this data was cut off in ’19, I mean, it’s pretty compelling, but having ’20 and ’21 and ’22, I see a dealer that got woke up with a termination letter and turned the corner with improvement. .... . . . Is it normal to look at time periods after a letter of termination in your — [Expert witness:] Right. In my experience, no. [Board member:] Okay. [Expert witness:] I mean, the fact of the matter is [General Motors] had to make a decision; and we heard testimony about all of the time that [Meyer Automotive] had to turn it around, and so forth, and [General Motors] had to pull the trigger at some point. However, as detailed above, significant evidence was adduced regarding Meyer Automotive’s performance after the cure period—from 2020 through 2022. As detailed below, the Board relied heavily on that evidence in reaching its decision. 5. Board Decision In March 2024, the 6-member Board, none of whose mem- bers was a factory representative, issued its written decision and found no good cause to terminate the parties’ fran- chise agreements. It found that the “evidence presented by [General Motors was] pretextual in nature, and that [the] root cause of [Meyer Automotive’s] routinely poor performance was [General Motors’] failure to allocate and deliver new vehicles.” The Board then identified the following specific findings: (1) efforts of the district manager that started after Meyer Automotive’s cure period resulted in allocation and delivery of adequate inventory; (2) the investments of Meyer Properties, namely the property, should be included in its analysis; (3) Meyer Automotive had operated in the same location for over 11 years, on property purchased by Robert Meyer for the construction of the dealership, which was a significant permanent investment; (4) Meyer Automotive’s  - 591 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 effect on its APR was negligible because so many General Motors vehicles sold come from other dealers; and (5) Meyer Automotive was providing adequate consumer care in its ser- vice department. In finding no good cause for termination, the Board con- ducted a “factor[]” analysis under Neb. Rev. Stat. § 60-1433 (Reissue 2021). It concluded that (1) Meyer Automotive’s amount of business transacted was a function of General Motors’ allocation and delivery of suitable vehicles, (2) Robert Meyer’s investment in the real estate and the operation for 11 years weighed heavily against termination, (3) General Motors failed to establish inadequacy of consumer care by Meyer Automotive, and (4) it should give the other “factors little weight.” 6. District Court Review General Motors timely filed a petition for review in the dis- trict court. It named the Board; the Board’s executive director and vice chairperson, who had both signed the Board’s written decision; and Meyer Automotive as parties. The Board and its executive director and vice chairperson (collectively State Appellees) were represented by the Attorney General’s office. The State Appellees raised two arguments: General Motors failed to prove that (1) “good cause for termination” existed 4 and (2) “another franchise in the same line-make will become effective in the same community.” 5 Meyer Automotive argued only that the Board correctly found General Motors failed to prove good cause. Upon its review de novo on the record, the district court affirmed the decision of the Board. The court found that General Motors failed to prove both that good cause existed to terminate the franchise agreements and that another franchise would become effective upon such termination. 4 See § 60-1420(1)(a). 5 See § 60-1420(1)(b).  - 592 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 As for good cause, the district court first found that Meyer Automotive at times lacked initiative and that General Motors failed to support the dealership, particularly with respect to inventory. It emphasized the absence of evidence that any other dealerships “started in the same hole” as Meyer Automotive, which we understand to mean the lack of inven- tory it had upon its purchase of Rolfsmeier Motors and the difficulties caused by General Motors’ bankruptcy. It found that Meyer Automotive “turned a corner” after 2019, when it began helping itself and General Motors supplied additional inventory. The court found that Meyer Automotive was now selling more vehicles than “the average small Nebraska deal- ership”—General Motors’ expert’s comparison group of small- volume dealerships. The district court also found that (1) Meyer Automotive’s investments would not be affected by the termination of the dealership; (2) the property, which was not owned by Meyer Automotive, should not be considered because it was pur- chased for the Ford dealership; (3) the General Motors building was now fully depreciated; and (4) the record suggested the building has value for other uses. The court found that Meyer Automotive substantially complied with the dealership agree- ments and that the other enumerated circumstances were not relevant or applicable based on the agency record. Ultimately, the district court concluded that although it had “not kept a running tally of which factors are ‘for’ or ‘against’ termination,” after considering the entire record, it found that General Motors had not shown good cause for termination. As to establishing that another franchise would become effective in the community, the district court concluded that § 60-1420(1)(b) “require[s] more than a general desire by the manufacturer to open another franchise at some unde- fined point in the future.” Specifically, it took issue with the facts that General Motors “ha[d] not communicated with any potential replacement dealer” and that the evidence failed to  - 593 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 show “how much interest other dealers would have in the Seward market.” The district court affirmed the decision of the Board. General Motors filed a timely appeal, which we moved to our docket on our own motion. 6 7. Supplemental Briefing Before oral arguments and the submission of this appeal, we issued an order to show cause as to “why the [Board], its Executive Director, and its Second Vice Chairperson are proper parties of record in this case.” We also ordered the parties to submit supplemental briefs addressing “whether the agency’s only role in this case was to act as a neutral factfinding body.” 7 The parties responded to our order to show cause and sub- mitted supplemental briefs. We reserved ruling on our order to show cause pending plenary submission. III. ASSIGNMENTS OF ERROR General Motors assigns that the district court erred (1) by finding that the Board’s statutorily deficient composition did not violate General Motors’ due process rights; (2) by finding that good cause did not exist to terminate the dealer agreement of Meyer Automotive; (3) by finding that General Motors failed to support and allocate sufficient product to Meyer Automotive, which finding was capricious and unsup- ported by competent evidence; (4) by finding that a General Motors representative improved Meyer Automotive’s inven- tory position, as that finding was unsupported by competent evidence; (5) by finding that Meyer Automotive sold substan- tially more units after the termination notice, which finding was unsupported by competent evidence; (6) by not mak- ing a specific finding as to whether the good cause factors 6 See Neb. Rev. Stat. § 24-1106(3) (Cum. Supp. 2024); Neb. Ct. R. App. P. § 2-102(C) (rev. 2022). 7 See § 84-917(2)(a)(i).  - 594 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 in § 60-1433(1) through (5) and (7) support, negate, or are neutral to a finding of a good cause to terminate; (7) by find- ing that Meyer Automotive substantially complied with the customer satisfaction terms of the franchise agreements, as that finding was unsupported by competent evidence; and (8) by finding that General Motors failed to prove that another franchise in the same line-make will become effective in the same community, without diminution of the franchisee’s service formerly provided, by way of the court’s “concocting an unworkable, inappropriate new standard not required by Nebraska’s statute and rejected by another court interpreting an identical statutory provision.” IV. STANDARD OF REVIEW [1,2] A jurisdictional issue that does not involve a factual dispute presents a question of law, which an appellate court independently decides. 8 The meaning and interpretation of statutes and regulations are questions of law for which an appellate court has an obligation to reach an independent, correct conclusion irrespective of the decision made by the court below. 9 [3,4] A judgment or final order rendered by a district court in a judicial review pursuant to the APA may be reversed, vacated, or modified by an appellate court for errors appear- ing on the record. 10 When reviewing an order of a district court under the APA for errors appearing on the record, the inquiry is whether the decision conforms to the law, is sup- ported by competent evidence, and is neither arbitrary, capri- cious, nor unreasonable. 11 8 Swicord v. Police Stds. Adv. Council, 314 Neb. 816, 993 N.W.2d 327 (2023). 9 See id. 10 Uhrich & Brown Ltd. Part. v. Middle Republican NRD, 315 Neb. 596, 998 N.W.2d 41 (2023). 11 Id.  - 595 - Nebraska Supreme Court Advance Sheets 322 Nebraska Reports GENERAL MOTORS v. NEBRASKA MOTOR VEHICLE IND. LIC. BD. Cite as 322 Neb. 578 V. ANALYSIS As we have long recognized, under Nebraska’s Motor Vehicle Industry Regulation Act, Neb. Rev. Stat. §§ 60-1401 to 60-1441 (Reissue 2021 & Cum. Supp. 2024), before a manu- facturer may discontinue or terminate a franchise or establish an additional franchise in the same community, the manufac- turer must file an application with the Board. 12 The Board is composed of the Director of Motor Vehicles, who is the chair- person, and nine members. 13 The nine members include three new motor vehicle dealers, two used motor vehicle dealers, one motorcycle dealer, one trailer dealer or a combination motor vehicle and trailer dealer, one factory representative, and one member of the general public. 14 A franchise may be terminated or discontinued only when the manufacturer proves good cause exists and shows that another franchise will become effective in the community, unless the community will not support a franchise. 15 The manu- facturer has the burden of proof on these issues. 16 The purpose of the act is to protect retail car dealers from perceived abusive and oppressive acts by the manufacturers due primarily to the disparity in bargaining power between automobile manufactur- ers and their dealers. 17 We also note that a manufacturer must further show that it is “willing and able to comply” 18 with § 60-1430.02, which requires the manufacturer to pay the dealer for various costs and assets associated with terminating or discontinuing 12 American Motors Sales Corp. v. Perkins, 198 Neb. 97, 251 N.W.2d 727 (1977). See § 60-1424. 13 American Motors Sales Corp. v. Perkins, supra note 12. See § 60-1402. 14 Id. 15 American Motors Sales Corp. v.