Softub, Inc. v. Mundial, Inc.
53 F. Supp. 3d 235
D. Mass.2014Background
- Softub, Inc. sues Mundial, Inc. for damages from the sale of defective Syllent pumps intended for Softub spas.
- Two related products are involved: spa systems (soft-tub style) and whirlpool baths, with differing durability and usage profiles.
- Two forms dispute: Softub’s purchase orders vs Mundial’s invoices; this creates a battle of the forms under UCC § 2-207.
- Mundial repeatedly represented the Syllent pump as suitable for Softub’s spa use and provided warranties and performance assurances.
- Softub tested and used the pumps; production issues, debris sensitivity, and rotor/seal defects emerged, leading to ongoing warranty claims.
- Winding down of the relationship occurred in 2011; Mundial ceased credits/replacements for many warranty claims and halted new pump orders.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What contract governs the sale of pumps? | Softub: course of dealing and purchase orders form contract; matrices must honor warranties. | Mundial: invoices govern; terms conflict; battle of the forms controls. | Contract formed under subsection (3) of § 2-207; gap-fillers apply; many purchase-order terms are not binding. |
| Are there express warranties by Mundial? | Softub: multiple statements amounted to express warranties about fitness for spa use. | Mundial: no express warranty beyond written terms; many statements are non-binding or non-warranty language. | Some express warranties exist outside the operative purchase-order language; but many asserted warranties are not supported verbatim by integrated terms. |
| Do implied warranties apply (fitness for a particular purpose; merchantability)? | Softub relied on Mundial’s expertise and Softub’s spa-specific use; pump was not fit for purpose. | Mundial contends no reliance or ordinary usage; testing self-implicitly negates implied warranties. | Genuine issues on fitness for particular purpose; merchantability defense exists, but not dispositive; summary judgment denied on some aspects. |
| Are Softub's misrepresentation claims time-barred by statute of limitations? | Softub: discovery-rule tolling for unknowable facts; delays should be excused. | Mundial: misrepresentations occurred outside tolling; time-barred for pre-2009 claims. | Most misrepresentation claims barred by statute; post-2009 misrepresentations not actionable; dismissal of Counts I–II. |
| Does the economic loss doctrine bar tort-based damages for misrepresentations? | Softub: misrepresentation claims allow recovery of pecuniary losses. | Mundial: economic loss doctrine bars tort-based damages. | Economic loss doctrine does not bar intentional or negligent misrepresentation; Chapter 93A claims dismissed on geographic grounds, but doctrine does not apply to these contract-based misrepresentations. |
Key Cases Cited
- Commerce & Indus. Ins. v. Bayer Corp., 433 Mass. 388 (Mass. 2001) (battle of the forms framework under § 2-207)
- JOM, Inc. v. Adell Plastics, Inc., 193 F.3d 47 (1st Cir. 1999) (contract formation when forms conflict)
- Ionics, Inc. v. Elmwood Sensors, Inc., 110 F.3d 184 (1st Cir. 1997) (notice of objection and material alterations in form conflicts)
- Glyptal, Inc. v. Engelhard Corp., 801 F. Supp. 887 (D. Mass. 1992) (reliance and implied warranty for fitness for particular purpose)
- O’Connell v. Kennedy, 101 N.E.2d 892 (Mass. 1951) (express warranty can arise from affirmations of fact or description)
- Ernest F. Carlson Co. v. Fred T. Ley & Co., 269 Mass. 272 (Mass. 1929) (promissory statements not tort unless deceit proven)