839 F. Supp. 2d 407
D. Mass.2012Background
- Toyobo manufactured and sold Zylon fiber through Lincoln Fabrics to First Choice for use in body armor; NIJ testing in 2003–2005 showed Zylon degradation and led to revocation of safety certificates in 2005.
- First Choice, a body armor retailer, sued Toyobo in 2009 for breach of warranty, fraud, and 93A claims arising from alleged misrepresentations and omissions about Zylon’s performance.
- Massachusetts law governs privity and warranty, distinguishing contract-based breach from tort-based claims, with privity required for commercial warranty claims against remote manufacturers.
- NIJ findings and subsequent publicity allegedly alerted First Choice to possible defects and Toyobo’s conduct, yet timing of discovery is disputed for statute-of-limitations purposes.
- The court denied some initial motions and, on summary judgment, held: privity defeats breach-of-warranty claims here; fraud and 93A claims are not time-barred as a matter of law, with factual questions remaining; and certain defenses and expert-disqualification motions were resolved in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Privity required for breach of warranty? | First Choice argues no privity needed under § 2-318 due to broad business relationship. | Massachusetts law requires privity for contract-based warranty claims with remote manufacturers. | Privity required; breach claims fail due to lack of privity. |
| Fraud/ Fraudulent inducement limitations and concealment | Discovery within limitations period via 2008–2009 documents tolls or extends the period. | Claims time-barred; discovery occurred by Aug. 2005, prior to filing. | Issues of discovery and concealment fact-intensive; summary judgment denied on Counts III and IV. |
| Chapter 93A claim timeliness and viability | Discovery and concealment tolling render 93A timely; merits should be decided at trial. | Statute of limitations bars 93A claim; unfair/deceptive acts are not proven undisputed. | Summary judgment denied on Count V; factual questions remain for trial. |
| Affirmative defenses | Waiver, estoppel, collateral source, mitigation, assumption of risk, unclean hands should not defeat claims. | Affirmative defenses may bar recovery if proven. | Affirmative defenses granted to Toyobo on summary judgment. |
Key Cases Cited
- Bay State-Spray & Provincetown S.S., Inc. v. Caterpillar Tractor Co., 404 Mass. 103 (Mass. 1989) (distinguishes 2-318 application to tort vs. contract-based warranties)
- Sebago, Inc. v. Beazer E., Inc., 18 F. Supp. 2d 70 (D. Mass. 1998) (commercial privity required for contract-based warranty claims)
- Irish Venture, Inc. v. Fleetguard, Inc., 270 F. Supp. 2d 84 (D. Mass. 2003) (interprets privity in commercial warranty actions)
- Johnson v. Nat’l Sea Prods., Ltd., 35 F.3d 626 (1st Cir. 1994) (privity considerations in warranty claims)
- Ramcharran v. Carraro Graphic Equip., Inc., 823 F. Supp. 63 (D. Mass. 1993) (privity and contract-based warranty analysis)
- Taygeta Corp. v. Vanan Associates, Inc., 763 N.E.2d 1053 (Mass. 2002) (fraud discovery and concealment considerations; triable issues for jury)
- Young v. Lepone, 305 F.3d 1 (1st Cir. 2002) (fraud discovery rules; discovery rule analysis)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (burden on movant in summary judgment; record review standard)
- O’Connor v. Steeves, 994 F.2d 905 (1st Cir. 1993) (summary judgment standards; favorable view to non-moving party)