Chizniak v. Certainteed Corporation, 1:17-cv-01075

Background

Plaintiffs (seven homeowners) sued CertainTeed and parent Saint‑Gobain after CertainTeed vinyl siding on their homes blistered; CertainTeed denied warranty claims, attributing damage to heat distortion from reflected sunlight and citing an exclusion for distortion from external heat sources (including reflections).
Only plaintiff Chizniak is a New York resident; the six other named plaintiffs live and were injured outside New York.
Plaintiffs asserted breach of express and implied warranties, breach of the covenant of good faith, GBL §§ 349/350 claims, unjust enrichment, indemnity/restitution, and declaratory/injunctive relief; they sought class certification.
Defendants moved to dismiss for lack of personal jurisdiction and for failure to state a claim; Saint‑Gobain moved to dismiss for lack of liability as a parent corporation.
The Court dismissed all claims against Saint‑Gobain for failure to plead facts sufficient to pierce the corporate veil (alter‑ego), dismissed the six out‑of‑state plaintiffs’ claims for lack of specific jurisdiction under Bristol‑Myers Squibb, and held most of Chizniak’s claims time‑barred except the portion of her breach‑of‑express‑warranty claim based on CertainTeed’s 2016 denial.
The Court denied dismissal of Chizniak’s surviving warranty claim to allow discovery on whether the warranty exclusion (for heat/reflection) is procedurally and substantively unconscionable.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Parent liability (Saint‑Gobain) — alter‑ego/agency	Saint‑Gobain controls CertainTeed (overlap, joint warranties/joint venture) so parent is liable	Parent/subsidiary are separate; ownership alone is insufficient; plaintiffs failed to plead veil‑piercing facts	Dismissed Saint‑Gobain: allegations were conclusory and did not meet demanding veil‑piercing standard
Specific personal jurisdiction for out‑of‑state plaintiffs	Court may exercise jurisdiction over nationwide claims in a New York forum where one plaintiff is a resident	Out‑of‑state claims lack connection to NY; Bristol‑Myers precludes asserting specific jurisdiction absent a forum link	Dismissed out‑of‑state plaintiffs’ claims: no connection between their claims and CertainTeed’s NY contacts (Bristol‑Myers applied)
Statutes of limitations on warranty, GBL, contract‑based claims	Tolling/equitable estoppel should apply; some claims are based on 2016 denial and thus timely	Siding defect accrued at delivery; UCC 4‑year rule and other limitations bar old claims	Most of Chizniak’s claims (express/implicit warranties, GBL, contract claims, unjust enrichment) are time‑barred except the claim arising from the 2016 warranty denial; equitable tolling not pleaded with subsequent fraud allegations
Enforceability of warranty exclusion (reflection/heat clause)	Exclusion is unconscionable: take‑it‑or‑leave‑it, superior bargaining power, unexpected fine‑print excluding normal exposure	Exclusion is facially valid and precludes coverage for reflection/heat damage	Denied dismissal on unconscionability: plaintiff plausibly alleged procedural and substantive unconscionability; issue reserved for discovery/summary judgment

Key Cases Cited

Bristol‑Myers Squibb Co. v. Superior Court of California, 137 S. Ct. 1773 (2017) (specific jurisdiction requires a connection between forum and claims)
Walden v. Fiore, 571 U.S. 277 (2014) (defendant’s relationship with third parties alone cannot establish jurisdiction)
Goodyear Dunlop Tire Operations, S.A. v. Brown, 564 U.S. 915 (2011) (limits on general and specific jurisdiction)
Jazini v. Nissan Motor Co., Ltd., 148 F.3d 181 (2d Cir. 1998) (prima facie pleading standard for personal jurisdiction before discovery)
Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 171 F.3d 779 (2d Cir. 1999) (two‑part test for personal jurisdiction: state law and due process)
MAG Portfolio Consult, GmbH v. Merlin Biomed Grp. LLC, 268 F.3d 58 (2d Cir. 2001) (veil‑piercing requires complete domination and use to commit fraud)
Freeman v. Complex Computing Co., 119 F.3d 1044 (2d Cir. 1997) (factors for veil‑piercing analysis)
United States v. Bestfoods, 524 U.S. 51 (1998) (parent/subsidiary corporate separateness)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (Rule 12(b)(6) plausibility standard)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading standard: factual plausibility required)
Gillman v. Chase Manhattan Bank, N.A., 73 N.Y.2d 1 (1988) (doctrine and elements of unconscionability)
Gaidon v. Guardian Life Ins. Co. of America, 96 N.Y.2d 201 (2001) (GBL § 349 accrual and statutory limitations)