Opinion
Case No. 2:22-CV-04159-BCW
2024-01-03
CHERRY HILL DENTAL, INC. et al., Plaintiffs, v. BENTLEY MOTORS, INC., Defendant.
David G. Bandre', Bandre' Hunt & Snider LLC, Jefferson City, MO, for Plaintiffs. Brendon Sanders, Jacqueline M. Kinder, Watters Wolf Bub & Hansmann LLC, St. Louis, MO, Maxwell A. Steckel, Watters Wolf Bub & Hansmann, Edwardsville, IL, Joshua Kolb, Watters Wolf Bub & Hansmann LLC, Saint Louis, MO, for Defendant.
David G. Bandre', Bandre' Hunt & Snider LLC, Jefferson City, MO, for Plaintiffs.
Brendon Sanders, Jacqueline M. Kinder, Watters Wolf Bub & Hansmann LLC, St. Louis, MO, Maxwell A. Steckel, Watters Wolf Bub & Hansmann, Edwardsville, IL, Joshua Kolb, Watters Wolf Bub & Hansmann LLC, Saint Louis, MO, for Defendant.
ORDER
BRIAN C. WIMES, UNITED STATES DISTRICT JUDGE.
Before the Court is Defendant's motion for summary judgment. (Doc. #27). The Court, being duly advised of the premises, grants said motion.
BACKGROUND
On September 28, 2022, Cherry Hill Dental, Inc. and Anthony Gadbois (collectively "Plaintiffs") filed a petition regarding the purchase of a 2022 Bentley Flying Spur (the "Vehicle") in the Circuit Court of Boone County, Missouri. (Doc. #1-2). On October 31, 2022, Defendant Bentley Motors, Inc. ("Defendant") removed the case to this Court arguing both original and diversity jurisdiction exists. (Doc. #1). Plaintiffs assert the following claims against Defendant: (1) breach of written warranty under the Magnusson-Moss Warranty Act ("Moss Act") (count 1); (2) breach of implied warranty under the Moss Act (count 2); and (3) breach of the Missouri's Lemon Law ("Lemon Law") (count 3). (Doc. #1-2).
UNCONTROVERTED FACTS
The Vehicle was manufactured by Defendant. (Doc. #1-3 at 10). On or about November 10, 2021, Plaintiffs purchased the Vehicle from Holman Motor Cars St. Louis ("Holman's"). Id. In consideration for their purchase, Defendant issued a New Vehicle Limited Warranty ("the Warranty") which "covers any repair or replacement to correct a defect in manufacturer's material and workmanship (i.e., a
mechanical defect)" for three (3) years. (Doc. #28-3 at 6). The Warranty also promises the "parts, assemblies[,] and components which are replaced, [will] be free of defects in material and workmanship." Id.
From December 17, 2021, to January 12, 2022, the Vehicle was being repaired due to the need to replace the fuel pump and control module. (Doc. #28-4). On January 31, 2022, the Parties entered into a Settlement Agreement and General Release ("Settlement Agreement"). (Doc. #28-5). The Settlement Agreement states the following:
[Plaintiffs] complain[] that [Defendant] and others have breached the warranties covering [the Vehicle] by failing to repair defects and nonconformities in [the Vehicle], and whereas [Plaintiffs] and [Defendant], by this [Settlement Agreement], desire and intend to resolve all grievances and disputes, and current and/or prospective litigation, and avoid further disputes between each other concerning [the Vehicle].
(Doc. #28-5 at 1). The Settlement Agreement obligated Defendant to pay $4,282.12 to Plaintiffs. Id. In exchange, the Settlement Agreement states the following in regard to Plaintiffs' obligation:
[Plaintiffs] hereby releases and forever discharges [Defendant] ... from any and all claims, demands, and causes of action of any and every kind and nature, including, without limitation, claims for breach of contract, breach of express warranty, breach of implied warranty, breach of "Lemon Law", violations of statute, negligence, warranty claims, warranty coverage, attorney's fees and costs, damages, and expenses, whether known or unknown, suspected or unsuspected which [Plaintiffs] now owns or holds or at any time heretofore has owned or held against [Defendant] arising out of, resulting from, or in any way related to [the Vehicle], [Defendant], and/or any of its authorized sales or service facilities. In the event that [Plaintiffs] should bring any type of future claim against [Defendant] or its authorized dealer(s), it is the intent of all parties that [Plaintiffs] shall be barred from introducing any evidence or argument of or related to the existence or terms of this Agreement and/or or any problems or complaints in [the Vehicle] or with [Defendant] and/or its authorized sales or service facilities that arose prior to the execution of this Agreement.... Notwithstanding the releases contained herein, nothing in this Agreement shall limit or abridge any applicable future rights or warranties [Plaintiffs] may have as such relate to [the Vehicle].
Id. The parties all signed this agreement. Id.
In July, 2022, the Vehicle was taken back to Holman's for repairs to the Vehicle's headlights. (Doc. #28-7). In February, 2023, the Vehicle was taken back to Holman's for repairs due to an unsecured fuse causing faulty voltage supply. (Doc. #28-8).
LEGAL STANDARD
A moving party is entitled to summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show 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." Fed. R. Civ. P. 56(c). A party who moves for summary judgment bears the burden to establish that there is no genuine issue of material fact. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). When considering a motion for summary judgment, the court evaluates the evidence in
the light most favorable to the nonmoving party and the nonmoving party is entitled to "the benefit of all reasonable inferences." Mirax Chem. Prods. Corp. v. First Interstate Commercial Corp., 950 F.2d 566, 569 (8th Cir. 1991); White v. McKinley, 519 F.3d 806, 813 (8th Cir. 2008).
ANALYSIS
Defendant argues it is entitled to summary judgment on all counts. (Doc. #11). Specifically, Defendant asserts: (1) the settlement agreement the parties entered into bars all of Plaintiffs' claims; (2) alternatively, as to counts 1 and 2, partial summary judgment should be granted because Plaintiffs have failed to arbitrate prior to filing, which they are required to do; and (3) summary judgment should be granted on all counts because Plaintiffs cannot show Defendant failed to repair the Vehicle's alleged defects within a reasonable time or reasonable number of attempts. (Doc. #28).
While the Warranty does have a provision requiring arbitration, Defendant has expressed that it is not seeking to compel arbitration (Doc. #32).
A. The Settlement Agreement bars any claims Plaintiff held on or before January 31, 2022 but not future claims.
The Court first considers whether the Settlement Agreement precludes Plaintiffs' claims. If the Settlement Agreement is preclusive, the Court need not consider Defendant's other arguments. The parties dispute whether the Settlement Agreement encompasses the release of the claims in Plaintiffs' complaint. Before the Court considers this question, it must first clarify exactly what claims the Settlement Agreement releases.
A settlement agreement is a contract and it is interpreted in accordance with contract law. Insignia Sys. v. News Corp. Mktg. In-Store Servs. L.L.C., No. 19-1820 (MJD/BRT), 2020 U.S. Dist. LEXIS 60888, at *8 (D. Minn. Mar. 9, 2020). Normal rules of contract construction apply to interpretation of settlement agreements. Press Mach. Corp. v. Smith R.P.M. Corp., 727 F.2d 781, 784 (8th Cir. 1984). In Missouri, "[i]f the court determines that there is no ambiguity, then the intention of the parties and interpretation of the contract is for the court to determine, as garnered from the four corners of the document." Id. The Court must determine the parties' intention as manifested by the settlement agreement and not by what the parties now say they intended. Id.
Here, the Court finds that the Settlement Agreement is plain and unambiguous. Specifically, interpreting the Settlement Agreement by its plain meaning does not make the agreement susceptible to more than one interpretation, notwithstanding the parties conflicting arguments to the contrary. Speedie Food Mart, Inc. v. Taylor, 809 S.W.2d 126, 129 (Mo. Ct. App. 1991) ("A contract is not rendered ambiguous by the fact that the parties differ as to the proper construction to be given it."). Finding the Settlement Agreement to be unambiguous, the Court now determines its correct interpretation.
Defendant argues the Settlement Agreement releases all claims Plaintiffs may have as it relates to the Vehicle. (Doc. #28). Defendant emphasizes the provision that state Plaintiffs "releases and forever discharges" claims "whether known or unknown, suspected or unsuspected" to support its argument that all three counts in Plaintiff's complaint are barred by the Settlement Agreement. (Doc. #32).
However, the language emphasized by Defendant does not automatically preclude
Plaintiffs' claims because the Settlement Agreement limits the release of claims Plaintiffs held before January 31, 2022, the date the agreement was executed. As stated above, the Settlement Agreement states "[Plaintiffs] hereby releases and forever discharges [Defendant] ... from any and all claims, demands, and causes of action of any and every kind and nature, including... breach of express warranty, breach of implied warranty, breach of "Lemon Law",... warranty claims, ... whether known or unknown, suspected or unsuspected which [Plaintiffs] now owns or holds or at any time heretofore has owned or held against [Defendant] arising out of, resulting from, or in any way related to [the Vehicle][.]" (emphasis added) (Doc. #28-5 at 1). The plain and ordinary meaning of "now owns or holds" and "heretofore has owned or held" indicates the claims subject to release were past and present claims (as of January 31, 2022) and not any future claims that could arise after such time.
This interpretation is further supported in the next sentence which states "[i]n the event that [Plaintiffs] should bring any type of future claim against [Defendant]... it is the intent of all parties that [Plaintiffs] shall be barred from introducing any evidence or argument of or related to the existence or terms of this Agreement [and/or] any problems or complaints in [the Vehicle] or with [Defendant] ... that arose prior to the execution of this Agreement." (emphasis added) Id. Not only does the Settlement Agreement indicate that future claims can be brought by Plaintiffs, but it also explains the restriction for future claims as Plaintiffs cannot rely on any issues, evidence, or circumstances that arose prior to January 31, 2022. The interpretation is supported even further with the final sentence in the section which states "Notwithstanding the releases contained herein, nothing in this Agreement shall limit or abridge any applicable future rights or warranties [Plaintiffs] may have as such relate to [the Vehicle]." (Emphasis added) Id. Therefore, Plaintiffs may pursue new breaches of warranties and violations of law that occurs after January 31, 2022.
While Defendant is correct that the language releasing Defendant from claims and causes of action "known or unknown" to Plaintiffs is significant, it doesn't completely bar all claims against Defendant. However, it does bar Plaintiffs from asserting any claims they may have recently discovered but existed prior to January 31, 2022. Berardinelli v. Gen. Am. Life Ins. Co. (In re Gen. Am. Life. Ins. Co. Sales Practices Litig.), 357 F.3d 800, 804 (8th Cir. 2004) (holding plaintiff's argument that her claim arose outside the terms of the settlement agreement because she had not discovered these claims until after was unpersuasive because it was encompassed by the provision of the settlement agreement releasing claims unknown as well as those known).
Therefore, while the Settlement Agreement does state the intentions of the parties were to "resolve all grievances" and "avoid further disputes" involving the Vehicle (Doc. #28-5 at 1), reading the Settlement Agreement as a whole shows that the manifested intent is to release Defendant from all claims or causes of action that Plaintiffs held on or before the execution of the Settlement Agreement (January 31, 2022), whether known or unknown to the Plaintiffs. See Press Mach. Corp., 727 F.2d at 784. Furthermore, any claims or causes of action that arose after January 31, 2022, cannot rely on any issues, evidence, or circumstances that occurred prior to January 31, 2022.
With this understanding of the Settlement Agreement, the Court now considers whether Plaintiffs' claims in the instant
case are barred by the terms of the Settlement Agreement.
B. Count 1 is not barred by the Settlement Agreement but Defendant is still entitled to Judgment as a matter of law.
Count 1 of Plaintiffs' complaint asserts a breach of written warranty under the Moss Act against Defendant. (Doc. #1-2 at 4). The only written warranty mentioned in Plaintiffs' Complaint is the Warranty stated above in which Defendant agrees to cover any repairs or replacements to correct a defect in manufacturer's material and workmanship. (Docs. #1-2 at 4, #28-3 at 6). In order for the Court to determine whether count 1 is barred by the Settlement Agreement, the Court looks to the record to ascertain what facts Plaintiffs relied on in support of this count.
Neither in their complaint or briefing of the instant motion, do Plaintiffs cite any evidence in the record to specify which date or dates Defendant breached the Warranty, nor did they offer any support that Defendant breached the Warranty by not covering the expenses of repairs to the Vehicle. However, Defendant provides records of three occasions where repairs are made to the Vehicle: (1) December 17, 2021 — January 12, 2022 ("First Repair"); (2) July 18, 2022, to July 22, 2022 ("Second Repair"); and (3) February 10, 2023, to February 14, 2023 ("Third Repair"). (Doc. #28-4, #28-7, #28-8). Plaintiff argues that there were more repair attempts than the ones produced by Defendant but does not cite to or produce any evidence for the Court to consider. (Doc. #29). Therefore, the Court only considers the materials in the record. Any reliance on the First Repair will be disregarded because this repair occurred before the Settlement Agreement and per its terms, any issues, evidence, or circumstances that occurred prior to January 31, 2022, cannot be used in future claims against Defendant.
Providing all reasonable inferences and evaluating the evidence in the light most favorable to Plaintiffs, the Court generously infers that Plaintiffs rely on the Second and Third Repairs when alleging Defendant breached the Warranty. Mirax Chem. Prods. Corp., 950 F.2d at 569. However, the Court finds this inference to be immaterial though because the record also reflects through the repair orders that either Defendant covered each applicable repair through the Warranty or Plaintiff was not charged for the repairs to the Vehicle. (Docs. #28-7 at 2, #28-8 at 3-5). Plaintiffs provide no evidence to the contrary and therefore there is no genuine issue of material facts. Because there is no evidence produced to show Defendant breached its written warranty to cover repairs to manufacturer defects, Defendant's motion for summary judgment is granted as to count 1.
C. Count 2 is barred by the Settlement Agreement.
Count 2 asserts a breach of implied warranty under the Moss Act. (Doc. #1-2 at 6). Plaintiffs argue Defendant breached the implied warranty of merchantability due to the Vehicle not being "substantially free of defects" making the Vehicle fit for its ordinary purpose. Id. Unlike count 1, which dealt with the payment of repairs, count 2 focuses solely on the existence of defects. Since Plaintiffs assert that the Vehicle was built with these defects, such defects presumably would have existed in the Vehicle prior to January 31, 2022, when Plaintiffs executed the Settlement Agreement. As explained above, just because Plaintiffs did not discover these defects until after signing the Settlement Agreement, does not stop the preclusion of count 2 since Plaintiffs agreed to release
Defendant from all claims or causes of action "known or unknown, suspected or unsuspected" that Plaintiff held prior to the execution of the Settlement Agreement. (Doc. #28-5 at 1). Therefore, because the alleged defects existed prior to January 31, 2022, count 2 is precluded by the Settlement Agreement. Berardinelli, 357 F.3d at 804. For these reasons, Defendant's motion for summary judgment is granted as to count 2.
D. Count 3 is not barred by the Settlement Agreement but Defendant is still entitled to Judgment as a matter of law.
Count 3 asserts a breach of the Lemon Law and focuses on Defendant's ability to adequately repair the defects in the Vehicle. (Doc. #1-2 at 7-8). Plaintiffs argue Defendant has not conformed the Vehicle to any express warranty after a reasonable number of repair attempts. Id. While the Settlement Agreement does expressly mention a release of claims regarding violations of the Lemon Law, as stated above, the release only encompassed claims held on or before the execution of the agreement. Subsequently, any allegation of inadequate repair that occurred prior to January 31, 2022, are the only claims released by Plaintiffs. It appears Plaintiffs' allegation that the Vehicle had been "subject to repair four or more times" is based on the inclusion of the First Repair in their reliance of repair attempts. (Doc. #1-2 at 8). As stated above, any reliance on the First Repair will be disregarded as it cannot be used in future claims against Defendant. However, like with count 1, Plaintiffs can rely on the Second and Third Repairs to support its count 3 claim since they are not barred by the Settlement Agreement.
Even so, Plaintiffs' count 3 still fails as a matter of law. The Lemon Law states a manufacturer shall make repairs as are necessary to conform the new vehicle to all applicable express warranties after the consumer reports the nonconformities to them. (emphasis added) § 407.565 R.S.Mo. While Plaintiffs state that they reported to Defendant that the Vehicle did not conform to expressed warranties, Plaintiff did not produce or cite anywhere in the record any proof of such notice given to Defendant. (Doc. #29). As such, there is no evidence in the record to show Plaintiffs first sent notice to Defendant to properly make a claim under the Lemon Law.
Plaintiffs indicate in their briefing that they attached an "Exhibit 1" in their filing that would show they sent notice to Defendant, however, there was no exhibit attached to their filing and Plaintiffs have not supplemented their briefing.
Additionally, the Warranty states the following regarding express warranties: "The New Vehicle Limited Warranty and the Emissions Warranties are the only express warranties made in connection with the sale of this Bentley." (Emphasis added) (Doc. #28-3 at 8). As stated above, the New Vehicle Limited Warranty promises that the Defendant will repair or replace defects free of charge and the replaced parts, assemblies, or components will "be free from defects in material and workmanship." (Doc. #28-3 at 6). Plaintiffs have not produced or cited to the record any support as to how the Vehicle has not conformed with the Warranty. Plaintiffs have not alleged or produced any evidence that the identified repairs added defective parts or that Plaintiffs were responsible for paying for repairs, which would support the Vehicle not conforming to the Warranty. The evidence produced in the records indicate each repair dealt with separate problems with the Vehicle and
does not indicate that the previous repair was defective requiring a new repair. Likewise, the Emissions Warranties are inapplicable here because Plaintiffs have not alleged an issue with emissions.
Plaintiffs have not produced any evidence to show what express warranty the Vehicle did not conform to, whether they gave notice to Defendant that the Vehicle did not conform to the express warranty, or what facts support that the Lemon Law can be applicable in the instant case. For all the reasons stated above, the Court finds there are no genuine issue of material fact and Defendant's motion for summary judgment is granted as to count 3. Accordingly, it is hereby
ORDERED Defendant's motion for summary judgment (Doc. #27) is GRANTED.
IT IS SO ORDERED.