Limoliner, Inc. v. Dattco, Inc.
809 F.3d 33
1st Cir.2015Background
- LimoLiner (MA corp.) contracted orally with Dattco (CT corp.) in May 2011 to repair a long-out-of-service motor coach (Liner 3001), including replacement/repair of an inverter; LimoLiner said it wanted repairs "as soon as possible."
- Dattco prepared a written repair list that omitted the inverter despite agreeing at meeting to do that work; Dattco performed some work, returned an invoice, and later retained the coach pending payment.
- LimoLiner sued in state court (breach, misrepresentation, negligence, replevin, and 940 C.M.R. § 5.05 / Ch. 93A claims); the vehicle was returned after LimoLiner posted a deposit.
- A Magistrate Judge (bench trial) found Dattco breached by failing to repair the inverter and awarded damages, but rejected LimoLiner’s regulatory claims, denied liability for untimely performance, and awarded limited loss-of-use damages.
- On appeal, the First Circuit: (1) certified to the Massachusetts SJC whether 940 C.M.R. § 5.05 covers business customers; (2) affirmed the factual findings that no express expedited term existed and that Dattco performed within a reasonable time; and (3) affirmed the limited damages award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does 940 C.M.R. § 5.05 apply when the customer is a business? | § 5.05 plainly covers the failure to record requested repairs and should apply to business customers (LimoLiner). | § 5.05 is a consumer-style motor-vehicle regulation intended for individual consumers, not business-to-business disputes (Dattco). | Certified to the Massachusetts SJC for authoritative construction; First Circuit retained jurisdiction pending SJC answer. |
| Whether the parties agreed to an expedited performance term ("as soon as possible"). | The oral statement constituted an express term requiring expedited completion. | The phrase was a non-binding expression of preference, not an agreed deadline. | Affirmed the Magistrate Judge: no express expedited term; factual finding not clearly erroneous. |
| Whether Dattco breached by failing to perform within a reasonable time. | Even absent an express deadline, Dattco took an unreasonable 12 weeks and thus breached. | Given the vehicle's condition, unforeseen repairs, and parties' conduct, 12 weeks was reasonable. | Affirmed: Magistrate Judge reasonably found performance was within a reasonable time; not clearly erroneous. |
| Scope of damages for loss of use (three periods of deprivation). | LimoLiner sought four months' loss-of-use damages covering multiple periods. | Damages must be proximately caused by Dattco's breach; some deprivation resulted from lawful retention/payment dispute and LimoLiner's own actions. | Affirmed limited damages: award tied only to breach period attributable to inverter failure; no damages for periods not proximately caused by Dattco. |
Key Cases Cited
- Knapp Shoes, Inc. v. Sylvania Shoe Mfg. Corp., 640 N.E.2d 1101 (Mass. 1994) (construed a Chapter 93A regulation as aimed at individual consumers, limiting business-to-business coverage)
- Baker v. Goldman, Sachs & Co., 771 F.3d 37 (1st Cir. 2014) (applied Knapp to hold certain AG regulations inapplicable to business-to-business disputes)
- Anderson v. City of Bessemer City, N.C., 470 U.S. 564 (1985) (appellate courts must defer when two permissible views of evidence exist; factfinding not clearly erroneous)
- Charles River Park, Inc. v. Bos. Redevelopment Auth., 557 N.E.2d 20 (Mass. App. Ct.) (reasonable time for performance depends on contract nature and attendant circumstances)