Centrella v. Ritz-Craft Corporation of Pennsylvania, Inc.

          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 ...