(Yale’s Prelim. Inj. Hr’g Br. at 25.) Due to the absence of Tennessee case law interpreting “coercion” in § 47-25-1304, Yale cites cases interpreting the federal Automobile Dealers’ Day in Court Act which also contains a prohibition against “coercion.” See 15 U.S.C. § 1221(e) (stating “good faith” is freedom from coercion). Yale primarily relies on Cecil Corley Motor Co. v. General Motors Corp., 380 F.Supp. 819, 844 (M.D.Tenn.1974), in which the court, interpreting the Automobile Act, held it was not unlawful coercion for a supplier to require a dealer to comply with the terms of its contract because “otherwise the manufacturer would be precluded from insisting upon reasonable and valid contractual provisions.” See also Woodard v. General Motors Corp., 298 F.2d 121, 128 (5th Cir.1962) (<HOLDING>). With regard to the anti-waiver provision
recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that the prohibitions under the statute do not prevent a manufacturer from terminating a contract with a dealer where the dealer has over a long period of time violated a valid and material clause of the contract and has failed to comply with the continuing insistence of the manufacturer upon performance holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur holding that a termination clause allowing for termination of a distributorship contract at the end of any year could not be modified by the duty of good faith even though the manufacturer relied on the contract and invested 1 million in facilitating the needs of the contract holding that even though certain corporate formalities had not been complied with in the execution of the subject contract the corporation had knowledge of the existence of the contract and treated it as a valid and binding contract and thus ratified the contract by accepting the benefits thereunder