Allen-Myland, Inc. v. Garmin Int'l, Inc.
140 A.3d 677
| Pa. Super. Ct. | 2016Background
- AMI (owner) paid Winner (authorized dealer/installer) $150,000 (with $80,000 deposit) to install two Garmin G600 avionics units in AMI’s 1980 Rockwell Commander aircraft; AMI wanted the new digital units to be compatible with the existing King KFC‑300 autopilot and to preserve automatic altitude capture.
- Winner performed the installation in 2010 and provided Garmin’s pilot’s guide (which included Garmin’s express warranty and a conspicuous disclaimer of implied warranties) only when AMI delivered the aircraft for installation.
- After installation, automatic altitude capture no longer engaged automatically; instead the system alerted near the selected altitude and required the pilot to press a button to capture altitude. Garmin initially told parties it would issue a software update to restore automatic capture but later abandoned that plan.
- AMI sued Garmin and Winner (claims included fraud, express and implied warranty, breach of contract, unfair trade practices); by appeal AMI abandoned several claims and proceeds mainly on warranty/contract claims (implied warranty against Garmin preserved).
- The trial court granted Garmin summary judgment on implied‑warranty grounds (relying on Garmin’s disclaimer) and granted Winner a compulsory nonsuit on AMI’s express warranty, implied warranty, and breach of contract claims; Superior Court reversed and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Garmin’s pilot’s‑guide disclaimer precludes AMI’s implied‑warranty claim | Garmin delivered the disclaimer only after AMI accepted the deal/payments, so it was not part of the bargain and is ineffective | The disclaimer is conspicuous and binding; shrink‑wrap/box‑top style disclaimers are enforceable even if provided after payment | Reversed: triable issue exists whether the disclaimer was part of the parties’ bargain; summary judgment vacated and remanded |
| Whether Winner was liable for breach of implied warranty (fitness for particular purpose) | AMI relied on Winner’s expertise and Winner knew AMI needed full compatibility (including automatic altitude capture) | Winner argues it lacked reason to know AMI’s specific expectation and relied on Garmin compatibility assurances; also points to Garmin’s disclaimer | Reversed: evidence (Quick’s testimony) supports reasonable inference Winner knew and AMI relied on Winner; nonsuit improper |
| Whether Winner made an express warranty that the upgrade would preserve prior functionality (including automatic altitude capture) | Allen and Quick both testified that compatibility meant preserving prior functions; their communications formed part of the basis of the bargain | Winner contended no specific promise was made and defenses (mutual mistake, impracticability) apply | Reversed: triable issues on whether affirmative statements formed an express warranty; nonsuit improper |
| Whether AMI proved breach of contract damages from loss of automatic altitude capture | AMI quantified loss by the cost to replace autopilot ($90,000) and difference in value of goods as delivered v. as warranted | Winner/trial court found the functional difference minimal and damages speculative or excessive; court thought AMI would have upgraded anyway | Reversed: damages question is factual and for trial; nonsuit improper — Winner may rebut valuation at trial |
Key Cases Cited
- Summers v. Certainteed Corp., 997 A.2d 1152 (Pa. 2010) (summary judgment standard; de novo review of legal questions)
- Hornberger v. General Motors Corp., 929 F. Supp. 884 (E.D. Pa. 1996) (post‑sale warranty booklet disclaimers may be unenforceable if not part of the bargain)
- ProCD, Inc. v. Zeidenberg, 86 F.3d 1447 (7th Cir. 1996) (shrink‑wrap/box‑top licenses enforceable where buyer has notice and return option)
- Bowdoin v. Showell Growers, 817 F.2d 1543 (11th Cir. 1987) (disclaimers ineffective when delivered after sale and not part of bargain)
- Altronics of Bethlehem, Inc. v. Repco, Inc., 957 F.2d 1102 (3d Cir. 1992) (elements of implied warranty of fitness for particular purpose)
- Step‑Saver Data Sys., Inc. v. Wyse Technology, 939 F.2d 91 (3d Cir. 1991) (analysis of box‑top licenses and battle‑of‑forms context)
- Borden, Inc. v. Advent Ink Co., 701 A.2d 255 (Pa. Super. 1997) (factors for conspicuity of warranty disclaimers)