Opinion
1-22-1944
06-22-2023
JAMIN A. LAMBRIGHT, Plaintiff-Appellant, v. S & M AUTO BROKERS, INC., Defendant-Appellee.
This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1).
Appeal from the Circuit Court of Cook County No. 2021 M5 00436 Honorable Mary McHugh, Judge, presiding.
ROCHFORD, JUSTICE delivered the judgment of the court. Presiding Justice Lampkin and Justice Hoffman concurred in the judgment.
ORDER
ROCHFORD, JUSTICE
¶ 1 Held: We affirmed the grant of summary judgment for defendant on count I of plaintiff's complaint for breach of the power train warranty. We reversed the grant of summary judgment for defendant on count II of plaintiff's complaint for breach of the implied warranty of merchantability and remanded for further proceedings.
¶ 2 Plaintiff, Jamin A. Lambright, appeals the circuit court's order granting summary judgment for defendant, S &M Auto Brokers, Inc., on plaintiff's two-count complaint for breach of the power train warranty (count I) and breach of the implied warranty of merchantability under section 2-314 of the Uniform Commercial Code (UCC) (810 ILCS 5/2-314 (West 2020) (count II). We affirm the grant of summary judgment for defendant on count I. We reverse the grant of summary judgment for defendant on count II and remand for further proceedings.
¶ 3 The material facts are undisputed. On October 17, 2020, plaintiff purchased a used 2016 Land Rover from defendant, an automotive dealership, for $26,384. The purchase contract/bill of sale provided a "limited power train warranty for 500 miles or 15 days whichever occurs first" and stated that it "expressly disclaims and excludes any and all warranties, whether express or implied, with respect to the used vehicle sold hereunder." The contract further stated that "the information you see on the window form for this vehicle is part of this contract. Information on the window form (buyer's guide) overrides any contrary provisions in the contract of sale."
¶ 4 The attached buyer's guide had a box marked with an X next to a section entitled "Implied Warranties Only," which stated:
"The dealer doesn't make any promises to fix things that need repair when you buy the vehicle or afterward. But implied warranties under your state's laws may give you some rights to have the dealer take care of serious problems that were not apparent when you bought the vehicle."
¶ 5 The buyer's guide also had a box marked with an X next to a section entitled "Dealer Warranty" which stated, "The dealer will pay 100% of the labor and 100% of the parts for the covered systems that fail during the warranty period." The "systems covered" included the power train, defined as: "Engine block, head, all internal engine parts, oil pan and gaskets, water pump, intake manifold transmission, and all internal transmission parts, torque converter, drive shaft, universal joints, rear axle and internal parts, and rear wheel bearings." The "duration" of the dealer warranty was for: "500 miles or 15 days whichever occurs first. You (the consumer) will have to pay up to $100.00 for each of the first 2 repairs if the warranty is violated." In effect, the dealer warranty advised plaintiff of the applicability of the implied power train warranty set forth in section 2L of the Consumer Fraud and Deceptive Business Practices Act (Consumer Fraud Act), 815 ILCS 505/2L (West 2020). Section 2L provides that the retail sale of a used motor vehicle to a consumer by a licensed vehicle dealer includes an implied warranty of merchantability for the powertrain for 15 days or 500 miles, whichever is earlier, and must be disclosed to the consumer. Id.
¶ 6 After purchasing the subject vehicle, plaintiff drove it 7,156 miles over 24 days. On the 24th day after the purchase, November 11, 2020, plaintiff contacted defendant about an alleged issue with the turbocharger. Defendant refused to make any repairs.
¶ 7 On January 26, 2021, plaintiff filed a two-count complaint against defendant. Count I alleged breach of the power train warranty provided for in the "dealer warranty" section of the buyer's guide. Count II alleged breach of the implied warranty of merchantability under section 2314 of the UCC (the UCC warranty). 810 ILCS 5/2-314 (West 2020). Section 2-314 states: "[A] warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind." 810 ILCS 5/2-314 (West 2020). To be merchantable under section 2-314, the goods must "pass without objection in the trade under the contract description" and be "fit for the ordinary purposes for which such goods are used."
¶ 8 On March 10, 2022, plaintiff filed a motion for a summary determination that the UCC warranty applied to his purchase of the subject vehicle. Id. Defendant countered that the power train warranty set forth in section 2L of the Consumer Fraud Act and printed in the dealer warranty section of the buyer's guide applied to the exclusion of the UCC warranty.
¶ 9 At the hearing on the motion, plaintiff noted that if the circuit court ruled that the power train warranty was the sole warranty governing defendant's sale of the used Land Rover, then plaintiff's causes of action in counts I and II fail because his problems with the subject vehicle arose after the 15 day/500 mile power train warranty period. Plaintiff sought a summary determination that the more expansive UCC warranty, which does not limit warranty claims to the first 15 days/500 miles, applied here.
¶ 10 The circuit court denied plaintiff's motion, finding that the power train warranty governed defendant's sale of the used Land Rover to plaintiff.
¶ 11 Defendant subsequently brought a motion for summary judgment on counts I and II of plaintiff's complaint, which the circuit court granted based on plaintiff's failure to invoke his warranty rights within the 15 day/500 mile power train warranty period. Plaintiff appeals the court's grant of summary judgment in favor of defendant.
¶ 12 Summary judgment is appropriate when the pleadings, depositions, admissions and affidavits on file, viewed in the light most favorable to the nonmoving party, reveal that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Northbrook Bank &Trust Co. v. 2120 Division LLC, 2015 IL App (1st) 133426, ¶ 38. Review is de novo. Id.
¶ 13 First, we address the grant of summary judgment in favor of defendant on count I of plaintiff's complaint, which alleged that defendant breached the power train warranty provided for in the "dealer warranty" section of the buyer's guide. In reviewing the power train warranty, which was incorporated into the purchase contract, our objective is to give effect to the intent of the parties. 1324 W. Pratt Condominium Ass'n v. Platt Construction Group, Inc., 2012 IL App (1st) 111474, ¶ 31. If the language of the contractual power train warranty is clear and unambiguous, the intent of the parties must be determined from the warranty language, given its plain, ordinary and popular meaning. Id. Review of the power train warranty shows that it expressly and unambiguously stated that the duration of the warranty was for "500 miles or 15 days whichever occurs first." Plaintiff admittedly brought his warranty claim more than 15 days after the sale, and after the vehicle had been driven more than 500 miles. As plaintiff's warranty claim was brought outside the 15 day/500 mile coverage of the power train warranty, the circuit court correctly granted defendant's motion for summary judgment as to count I.
¶ 14 Next, we address the grant of summary judgment in favor of defendant on count II, which alleged breach of the UCC warranty. Plaintiff argues on appeal that the circuit court erred in finding that the power train warranty applied here to the exclusion of the UCC warranty. Pursuant to the circuit court's ruling, plaintiff's failure to invoke his warranty rights within the 15 day/500 mile duration of the power train warranty necessitated summary judgment in favor of defendant on count II. Plaintiff contends that the buyer's guide overrode the purchase contract's disclaimer of the UCC warranty, thereby incorporating the UCC warranty into their agreement. As the UCC warranty does not limit warranty claims to the first 15 days/500 miles, plaintiff argues that count II should be allowed to proceed.
¶ 15 As discussed earlier in this order, section 2-314 of the UCC provides that the UCC warranty is implied in a contract for the sale of goods if the seller is a merchant with respect to goods of that kind. 810 ILCS 5/2-314 (West 2020). There is no dispute here that the parties entered into a contract for the sale of the used Land Rover and that defendant, the seller, was a dealer/merchant with respect to such vehicles. Section 2-316 of the UCC states:
"(2) Subject to subsection 3, to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous. ***
(3) Notwithstanding subsection (2)
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like 'as is', 'with all faults', or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty." 810 ILCS 5/2-316 (West 2020).
¶ 16 Accordingly, we must examine the operative written documents here, the purchase contract and accompanying buyer's guide, to determine whether the UCC warranty was properly excluded. The one-page purchase contract explicitly provides for a "limited power train warranty for 500 miles or 15 days whichever occurs first" and states that it "expressly disclaims and excludes any and all warranties, whether express or implied, with respect to the used vehicle sold hereunder, including any warranties of merchantability." However, the purchase contract goes on to state that the information in the accompanying buyer's guide "is part of this contract" and "overrides any contrary provisions in the contract of sale."
¶ 17 The buyer's guide has a section providing for "implied warranties," which has a box next to it marked with an X, indicating its inclusion. The implied warranties section is written in the plural and states that "implied warranties under your state's laws may give you some rights to have the dealer take care of serious problems that were not apparent when you bought the vehicle." (Emphasis added.) Contrary to the purchase contract which disclaimed all implied warranties other than the power train warranty, the buyer's guide informed plaintiff of the existence of multiple implied warranties related to the sale of a used motor vehicle and contained no language excluding or disclaiming any of the implied warranties provided for by the state's laws. One such implied warranty is the UCC warranty in section 2-314 for the sale of goods by a merchant. Pursuant to the express terms of the purchase contract, the implied warranties section of the buyer's guide overrides the contrary provision in the contract, thereby providing for the inclusion of the UCC warranty into the parties' agreement.
¶ 18 Defendant contends that plaintiff forfeited review of his argument that the buyer's guide overrode the purchase contract's disclaimer of the UCC warranty because plaintiff failed to raise this argument before the circuit court in connection with its initial ruling on his motion for a summary determination. Instead, plaintiff raised the argument for the first time in his motion to reconsider. See Liceaga v. Baez, 2019 IL App (1st) 181170, ¶ 25 (legal theories and factual arguments raised for the first time in a motion to reconsider are forfeited).
¶ 19 We find no forfeiture. Plaintiff appeals the order granting defendant's motion for summary judgment. Review of the record shows that in response to defendant's motion for summary judgment, plaintiff expressly argued that the buyer's guide overrode the purchase contract's disclaimer of the UCC warranty. As this argument was raised in the circuit court in connection with defendant's summary judgment motion, it was preserved for appellate review of the order granting summary judgment for defendant and is not forfeited.
¶ 20 Defendant argues, though, that the power train warranty provided for in section 2L of the Consumer Fraud Act and disclosed in the buyer's guide is the exclusive implied warranty provided for here because it was enacted subsequent to the UCC and specifically applies to the sale of used vehicles, as opposed to the UCC warranty which more generally applies to the sale of "goods." Defendant argues that the power train warranty and the UCC warranty are in conflict given that the power train warranty contains specific vehicle warranty terms and an express warranty expiration date, unlike the UCC warranty, and that the more specific power train warranty controls over the UCC warranty. See In re Jarquan B., 2016 IL App (1st) 161180, ¶ 23 (holding that when two statutes are in direct conflict, the more specific takes precedence over the more general and the more recently enacted statute should be applied over the earlier statute). Defendant further notes that the power train warranty does not currently reference or acknowledge the UCC warranty, and as such the legislature thereby implied that the more recently enacted power train warranty is the exclusive remedy for a buyer of a used vehicle.
¶ 21 Jackson v. H. Frank Olds, Inc., 65 Ill.App.3d 571 (1978) is informative. In Jackson, the relevant issue on appeal was whether the UCC warranty or the power train warranty applied to the sale of a used automobile by a dealer. Id. at 576. Plaintiff predicated her cause of action on defendant's alleged breach of the UCC warranty. Id. The defendant dealer argued that the power train warranty was plaintiff's exclusive remedy because it was enacted subsequent to the UCC and more specifically covered the sale of used vehicles, as opposed to the more general UCC warranty covering the sale of goods. Id. The appellate court held:
"It is a primary rule of statutory construction that the courts disfavor the implied repeal of statutes. Rather, when two statutes relate to the same subject matter, provided that the newer act does not expressly state that it is the exclusive remedy, the two should be construed harmoniously. [Citations.] Although the Consumer Fraud Act was enacted subsequent to the Uniform Commercial Code, there is no express statement in the newer Act that it was intended to repeal the earlier Act. In fact, since the Consumer Fraud Act was intended to bequeath the Attorney General with special enforcement powers so as to aid in the protection of consumers, the used car warranties under this Act may be viewed as a supplement to the remedies afforded to consumers under the Uniform Commercial Code. We thus hold that the implied warranties of the Code are applicable here." Id. at 578.
¶ 22 Jackson's holding is consistent with section 2-317 of the UCC, which provides that "Warranties whether express or implied shall be construed as consistent with each other and as cumulative" unless such a construction is unreasonable. 810 ILCS 5/2-317 (West 2020). We agree with the reasoning in Jackson and adhere to its holding that, absent an express disclaimer, the UCC warranty is applicable to the retail sale of a used vehicle to a consumer by a licensed dealer. Given the lack of an express disclaimer of the UCC warranty in the operative buyer's guide, the circuit court here erred in granting summary judgment for defendant on count II on the basis that the power train warranty applied to the exclusion of the UCC warranty. Pursuant to Jackson, the power train warranty is a supplement to the remedies afforded to plaintiff under the UCC warranty, all of which remain applicable here. Accordingly, plaintiff was not required to bring his implied warranty claim within the 15 day/500 mile power train warranty period, but could rely on the UCC warranty, which does not so limit the duration of implied warranty of merchantability claims. Therefore, we reverse the grant of summary judgment in favor of defendant on count II and remand for further proceedings.
¶ 23 For all the foregoing reasons, we affirm the order granting summary judgment for defendant on count I of plaintiff's complaint. We reverse the order granting summary judgment for defendant on count II of plaintiff's complaint and remand for further proceedings. As a result of our disposition of this case, we need not address the other arguments on appeal.
¶ 24 Affirmed in part, reversed in part and remanded.