United States District Court, D. Vermont
OPINION AND ORDER (DOC. 63)
John
M. Conroy United States Magistrate Judge
Plaintiffs
Carmine Centrella and Mary Brennan-Centrella (the Centrellas)
filed this action on June 2, 2014 against Defendants
Ritz-Craft Corporation of Pennsylvania, Inc. (Ritz-Craft),
and Mountain View Modular Homes, Inc. (Mountain View). On
June 17, 2015, the Clerk of Court entered default against
Mountain View pursuant to Federal Rule of Civil Procedure
55(a). (Doc. 55.) The Centrellas allege the following claims
against Ritz-Craft: (1) violations of the Vermont Consumer
Protection Act (VCPA), 9 V.S.A. §§ 2451-2480, (2)
breach of express warranty pursuant to 9A V.S.A. §
2-313, and (3) breach of the implied warranty of fitness for
a particular purpose pursuant to 9A V.S.A. § 2-315.
(Doc. 1 at 8-16.) For relief under the VCPA claim, the
Centrellas seek the $246, 673 purchase price of the home,
“or the damages attributable to [Ritz-Craft], if
greater.” (Id. at 10.) They also seek “a
reasonable sum for the loss of enjoyment . . . of the home
and [the] time and expense in prosecuting this action,
” as well as attorney fees, costs, and “an award
of treble damages if found available.” (Id.)
For relief under the breach-of-warranty claims, the
Centrellas seek damages “in an amount sufficient to
cover the repairs required to bring the home to warranted
condition, and to compensate [them] for any diminution [in]
the value of the home after repairs, for incidental and
consequential damages.” (Id. at 13; see
Id. at 15-16.) The parties have consented to direct
assignment to the undersigned Magistrate Judge. (Docs. 2, 4.)
Pending
before the Court is Ritz-Craft’s Motion for Summary
Judgment. (Doc. 63.) The Centrellas filed an Opposition to
the Motion (Doc. 66), and Ritz-Craft filed a Reply (Doc. 67).
A hearing on the Motion for Summary Judgment was held on
August 3, 2016. (Doc. 70.) For the reasons stated below,
Ritz-Craft’s Motion is DENIED.
Factual
Background
The
following facts are drawn from the Complaint, the
parties’ Statements of Undisputed and Disputed Facts,
and the attached exhibits. These facts are construed in the
light most favorable to the Centrellas, as the non-moving
party. See Fireman’s Fund Ins. Co. v. Great Am.
Ins. Co. of N.Y., No. 14-1346-CV, 2016 WL 2943139, at *6
n.12 (2d Cir. May 20, 2016) (stating that in deciding a
motion for summary judgment, “the Court must construe
the facts in the light most favorable to the non-moving party
and must resolve all ambiguities and draw all reasonable
inferences against the movant.” (internal quotation
marks omitted)).
The
Centrellas are residents of Connecticut and own property in
Isle La Motte, Vermont. (Doc. 1 at 1.) They long planned to
build a home on their Vermont property, hoping to “age
in place . . . near [their] family.” (Doc. 63-4 at 4,
Tr. at 6:12-14.) With this in mind, Mary Brennan-Centrella
researched home building and modular homes for years.
(Id. at 4, Tr. at 5:14-23.) She was familiar with
modular homes because her brother lived in one, and she hoped
her next home could be energy efficient like his, with lower
fuel costs due to less “air infiltration.”
(Id. at 4, Tr. at 5:15-6:10; id. at 5, Tr.
at 11:1-18.) Mary obtained a quote from Huntington Homes, the
manufacturer of her brother’s house, and determined the
price was too high. (Id. at 5, Tr. at 9:9,
11:24-12:4.)
Hoping
to find a modular builder “connected with a factory so
that the whole process would be seamless, ” Mary came
across Mountain View and its president Drew Pierce through an
internet search. (Doc. 63-4 at 6, Tr. at 13:4-7, 17-19.) At
that time, Mountain View was affiliated with Haven Homes,
another builder of modular homes. (Id. at 6, Tr. at
14:12-14.) But Haven Homes soon went out of business, and
Drew Pierce became affiliated with Ritz-Craft. (Id.
at 6, Tr. at 15-16.) Eventually, Mountain View became a
Ritz-Craft “approved” builder (Doc. 1 at 2; Doc.
66-5 at 74), meaning a builder approved to sell Ritz-Craft
homes (Doc. 66-5 at 37-38). In approving its builders,
Ritz-Craft generally runs a Dun & Bradstreet report and
may check the builder’s references. (Doc. 66-6 at
30-31.) A Ritz-Craft sales representative may also visit the
builder’s site and “see what kind of operation
they run, and then . . . get some information on a
builder.” (Doc. 66-5 at 20.)
Around
August 2012, Mountain View recommended Ritz-Craft to the
Centrellas. (Doc. 1 at 3.) Mary knew that Mountain View and
Ritz-Craft “were separate entities” (Doc. 63-4 at
8, Tr. at 23:5), but assumed they had a “relationship,
” were “in collaboration, ” and that
Mountain View and Drew Pierce had the skills necessary to
install Ritz-Craft modular homes (id. at 8, Tr. at
23:2-10; Doc. 66-2 at 6). Mountain View’s website
stated that it was “allied” with Ritz-Craft,
described Ritz-Craft’s one- and ten-year warranties
(Doc. 1 at 2), and contained a Ritz-Craft video “that
presents the president of Ritz[-]Craft making specific
statements and warranties to consumers, ” including
“[m]aximum energy efficiency” (id. at
3). The website also noted that Ritz-Craft
“‘build[s] the essentials of the home,
’” and the modular homes “‘are built
to ALL applicable Local and State codes and verified by a 3rd
party prior to shipment.’” (Id.)
Ritz-Craft’s
own website also described its warranties and contained other
information that the Centrellas reviewed before purchasing
the modular home. (See Id. at 2.) The parties agree
that the Centrellas knew about Ritz-Craft’s written
warranties, but the Centrellas state that “they were
not aware of the specific details” and “believed
the one-year warranty covered manufacturer’s defects
and workmanship defects, and that there was a 10-year
structural warranty.” (Doc. 66-2 at 9.) The Ritz-Craft
website also provided, “‘it is important to note
that all Ritz-Craft homes are inherently Green and energy
efficient due to our detailed construction
methods.’” (Doc. 1 at 3.)
In or
around November 2012, the Centrellas visited the Ritz-Craft
factory in Pennsylvania. (Id.) A Mountain View
representative, Bob Pierce, met the Centrellas at the front
door of the factory. (Doc. 63-4 at 8, Tr. at 24:5-25.) Upon
entering the building, the Centrellas observed a billboard or
“digital display” in the lobby personally
welcoming the couple-a usual practice that Ritz-Craft
employed for visitors. (Id. at 9, Tr. at 25:2-23;
Doc. 63-5 at 6, Tr. at 15:9; Doc. 66-6 at 9.) The couple
toured the facility and was guided through the manufacturing
process, step-by-step, for approximately four hours. (Doc.
63-5 at 6, Tr. at 15:6-20.) The Centrellas met various
Ritz-Craft employees (id. at 15:21-25, 16:1-15), and
later discussed the modular homes’ energy efficiency.
(Id. at 16:14-25, 17:1-21.) According to the
Centrellas, energy efficiency was “one of the key
points” of the discussion with a Ritz-Craft employee
identified as “Shaun.” (Doc. 63-5 at 7, Tr. at
17:16-21; see also Doc. 63-4 at 14, Tr. at
48:13-15.) During the tour, “Shaun Gaul” told
Mary that she “need not worry” because
“this home -- whether [she] picked the base model or
the top of the line, was going to meet Vermont energy
code.” (Doc. 63-4 at 14, Tr. at 48:13-15.)
On
January 18, 2013, the Centrellas entered into a Sales
Agreement with Mountain View for the purchase and
installation of a Ritz-Craft modular home. (Doc. 66-2 at 4;
see also Doc. 63-3 at 2.) The original purchase
price was $226, 875 but that was later modified to $246, 673.
(Id.) Although Ritz-Craft asserts that the home was
purchased “directly from Mountain View” (Doc.
63-1 at 3), the Centrellas claim that the agreement required
the couple to wire funds to Ritz-Craft “for the
purchase price of the modules prior to Ritz-Craft delivering
the home to their site.” (Doc. 66-2 at 5.) Moreover,
though the Centrellas agree that they did not negotiate with
Ritz-Craft regarding the price (id. at 6; Doc. 63-1
at 3), they disagree with Ritz-Craft’s assertion that
it was not a party to the contract, stating that the wired
payment to Ritz-Craft, along with “Ritz-Craft’s
advertisements, marketing efforts and direct representations
to customers, ” made Ritz-Craft a part of “the
negotiations ‘surrounding the contract’ between
[them] and Mountain View.” (Doc. 66-2 at 5.)
After
the signing of the Sales Agreement, the modules for the home
were delivered to Vermont, and on April 24, 2013, they were
“set on a foundation prepared by third parties.”
(Doc. 1 at 4; Doc. 63-1 at 3.) Although the parties agree
that the modular home was installed by Mountain View and that
Mountain View was responsible for some of the post-delivery
work on the site, the Centrellas state that Ritz-Craft was
obligated “to repair defects and poor workmanship
originating from its factory.” (Doc. 66-2 at 7.) The
Centrellas also state that Ritz-Craft, not Mountain View,
“provided the plans for the upper level layout [of the
house], and plans for heating and plumbing on the second
floor.” (Id. at 8.)
After
the modules were delivered and set on the foundation, various
problems arose. (Doc. 1 at 4.) First, Mountain View
discovered a missing “tub shower enclosure, ”
requiring Mountain View to purchase a tub and provide tile
work. (Id.) Later, the Centrellas were warned
against using the shower “due to health and safety
concerns that were documented in a contractor energy
efficiency report.” (Id.)
On July
18, 2013, the Centrellas began occupying the house, leading
to their providing multiple lists of required repairs to
Mountain View. (Id.) In October 2013, the Centrellas
turned on the heat downstairs, but it turned on upstairs
instead. (Id. at 5.) Also, water poured onto the
upstairs hardwood floor and leaked through to the first floor
ceiling. (Id.) The Centrellas contacted Murray
Plumbing to evaluate the situation, and the company found
code violations in the plumbing and heating systems that had
been installed by BD Plumbing, a subcontractor hired by
Mountain View. (Id.) Peter Murray of Murray Plumbing
told the Centrellas that he was concerned for their safety
due to elevated carbon monoxide levels. (Id.) The
Centrellas then hired a master plumber, Bill Dubuque of Green
Mountain Mechanical, Inc., to inspect the plumbing and
heating systems, and he too found code violations.
(Id.) The Centrellas were anxious about the safety
of the systems. (Id. at 6.)
The
Centrellas also were concerned about freezing pipes, and in
January 2014, Green Mountain Mechanical discovered frozen
pipes in the upper story of the house. (Id.) Later,
a home inspector hired by Mountain View found
“sloppy” insulation work within the walls
(id.), and Drew Pierce said that Ritz-Craft was
responsible for that work (id. at 6-7). Although
Ritz-Craft asserts that subcontractors hired by Mountain View
were responsible for the plumbing and heating system
installation (Doc. 63-1 at 4), the Centrellas state that
“Ritz-Craft provided the plans for the plumbing and
heating layout and the installation of the heating system in
the downstairs.” (Doc. 66-2 at 9.)
In
April 2014, the Centrellas provided Mountain View with a copy
of an energy audit of their new home, which “identified
numerous energy code violations.” (Doc. 1 at 7.) The
audit was conducted by a contractor who was “trained to
perform energy audits.” (Id.) The Centrellas
notified Mountain View and Ritz-Craft about the defects and
repairs, “including but not limited to inadequate
installation of walls, defective plumbing design, energy code
violations, and heating system problems resulting in
excessive heating costs and inadequate heating.”
(Id. at 8.) The Centrellas have made many trips
between Vermont and Connecticut “to oversee repairs and
address defects” in the home. (Id.)
Analysis
I.
Rule 56 Summary Judgment Standards
Under
Federal Rule of Civil Procedure 56, a moving party is
entitled to summary judgment “if the movant shows that
there is no genuine dispute as to any material fact and the
movant is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). When deciding whether there is a genuine
issue of material fact, the court is “‘required
to resolve all ambiguities and draw all factual inferences in
favor of the’ nonmovant.” Robinson v.
Concentra Health Servs., Inc., 781 F.3d 42, 44 (2d Cir.
2015) (quoting Nationwide Life Ins. Co. v. Bankers
Leasing Ass’n, 182 F.3d 157, 160 (2d Cir. 1999)).
“Where the moving party demonstrates the absence of a
genuine issue of material fact, the opposing party must come
forward with specific evidence demonstrating the existence of
a genuine dispute of material fact.” Id.
(quoting Brown v. Eli Lilly & Co., 654 F.3d 347,
358 (2d Cir. 2011)). “To defeat summary judgment . . .
non-moving parties ‘must do more than simply show that
there is some metaphysical doubt as to the material
facts’ and they ‘may not rely on conclusory
allegations or unsubstantiated speculation.’”
Bermudez v. City of New York, 790 F.3d 368, 373-74
(2d Cir. 2015) (alteration in original) (quoting Jeffreys
v. City of New York, 426 F.3d 549, 554 (2d Cir. 2005)).
“A
fact is material if it might affect the outcome of the case
under governing law.” Fireman’s Fund Ins.
Co., 2016 WL 2943139, at *6 n.12 (citing Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). And a
dispute is considered genuine “if the evidence is such
that a reasonable jury could return a verdict for the
nonmoving party.” Id. (quoting
Anderson, 477 U.S. at 248). In order to show the
absence or presence of a disputed fact, parties must cite
“to particular parts of materials in the record,
including depositions, documents . . ., interrogatory
answers, or other materials . . . .” Fed.R.Civ.P.
56(c)(1)(A). A party may demonstrate “that the
materials cited do not establish the absence or presence of a
genuine dispute, or that an adverse party cannot produce
admissible evidence to support the fact.” Id.
at 56(c)(1)(B). The role of the court in considering a
...