Thompson v. Miles, 764 F.3d 82

In 2008 Thompson purchased an oceanfront Maine home ("Seascape") from Miles and Cloud for approximately $3.1 million after negotiating a $190,000 price reduction and adding an "as‑is"/investigation contingency to the Purchase & Sale Agreement.
Sellers had built Seascape ~2002 from purchased plans, lived in it for several years, and had rented it seasonally; Miles listed himself as "owner and general contractor" on the building permit though subcontractors performed much construction.
Pre‑closing inspections disclosed potential defects (water intrusion, roof/ice‑dam issues, window problems); Thompson arranged inspections but proceeded to close and later spent >$1.5 million on repairs.
Thompson sued in federal court (diversity) asserting breach of implied warranty of habitability, fraud, negligent misrepresentation, and related claims; sellers moved for summary judgment.
The district court granted summary judgment for Miles and Cloud on all claims and entered judgment for Thompson on sellers’ counterclaim for attorney’s fees; both parties appealed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Maine's implied warranty of habitability applies	Thompson: warranty applies because Miles acted as builder/general contractor and should be treated as a "builder‑vendor"	Miles/Cloud: warranty applies only to "builder‑vendors" who build to sell and to "new homes"; Seascape was owner‑occupied and not a new home	Warranty does not apply: Miles/Cloud were not builder‑vendors in the commercial sense and Seascape was not a new home, so no implied warranty of habitability.
Whether fraud/negligent misrepresentation survive despite sellers’ nondisclosure	Thompson: sellers knew of defects and failed to disclose; he justifiably relied on seller representations	Miles/Cloud: parties negotiated an "as‑is" disclaimer/disclaimer‑of‑reliance, buyer had inspections and counsel, so reliance was not justifiable	Claims fail: clear, negotiated "as‑is"/disclaimer‑of‑reliance and the Barr factors show no genuine issue of justifiable reliance; summary judgment for sellers.
Whether filing suit (without explicit refusal) triggered P&S mediation clause fee penalty	Miles/Cloud: Thompson’s lawsuit constituted a refusal to mediate and, if he loses, he is liable for sellers’ fees	Thompson: filing suit alone did not manifest an unequivocal refusal to mediate	Fee clause requires a clear, first refusal to mediate; no unequivocal refusal by Thompson existed, so fee penalty not triggered and judgment for Thompson on counterclaim affirmed.

Stevens v. Bouchard, 532 A.2d 1028 (Me. 1987) (Maine court implying warranty of habitability for sale of new homes by builder‑vendors)
Banville v. Huckins, 407 A.2d 294 (Me. 1979) (definition of "builder‑vendor" as contractor who builds on own land for sale)
Wimmer v. Down E. Props., Inc., 406 A.2d 88 (Me. 1979) (recognition of implied warranty in sale of new houses by builder‑vendors)
Barr v. Dyke, 49 A.3d 1280 (Me. 2012) (factors for when a disclaimer‑of‑reliance defeats fraud claim at summary judgment)
PaineWebber Inc. v. Faragalli, 61 F.3d 1063 (3d Cir. 1995) (arbitration refusal must be unequivocal to invoke remedies)
Boston Five Cents Savings Bank v. Dep’t of Hous. & Urban Dev., 768 F.2d 5 (1st Cir. 1985) (district court may decide material facts on stipulated record)