53 F.4th 577
10th Cir.2022Background
- Wasatch Transportation purchased three Synergy buses from Forest River after sales staff allegedly assured the buses were suitable for long, difficult state routes.
- Forest River provided an eight‑page warranty packet with three limiting terms: coverage limited to repairs, the written warranty exclusive, and the warranty packet as the buyer’s sole remedy.
- The buses suffered repeated breakdowns; Wasatch claims it had to buy another bus and lost a state contract, and sued for breach of express warranty, breach of implied warranty of fitness, and fraud.
- The district court granted summary judgment for Forest River, finding Wasatch’s executive had opportunity to review and was aware of the warranty packet before purchase, so the packet’s limitations barred recovery and precluded reasonable reliance for fraud.
- On appeal the Tenth Circuit held the executive’s deposition was ambiguous about whether he reviewed marketing descriptions of warranty duration or the detailed warranty packet pre‑sale; the court reversed summary judgment, ruling the executive’s later declaration was not a sham and factual disputes remain on bargain formation, puffery vs. warranty, estoppel, damages, and reasonable reliance.
Issues
| Issue | Wasatch (Plaintiff) | Forest River (Defendant) | Held |
|---|---|---|---|
| Was the written warranty packet part of the parties’ bargain so its limitations bind Wasatch? | Fuller only reviewed marketing/web brochures before ordering; the packet’s limiting terms were not part of the pre‑sale bargain. | Fuller admitted reviewing "the warranty packet" and warranties before ordering; packet was available at delivery and therefore part of the bargain. | Reversed summary judgment: deposition ambiguous; a factfinder could conclude Wasatch did not know the packet terms pre‑sale. |
| Were the seller’s pre‑sale statements mere puffery or factual promises creating express warranties? | Statements that buses could handle the demanding route were factual assurances creating an express warranty. | Much of the testimony was puffery (opinions) and not actionable as warranty. | Mixed: some statements are puffery but others (suitability for the route) could be factual and create a warranty—fact question remains. |
| Is Wasatch estopped from challenging enforcement of the packet because it accepted repairs under Forest River’s warranty? | Repairs were obtained under oral assurances, not the packet; no estoppel. | Wasatch relied on and benefited from the packet; estoppel bars its challenge. | Rejected for summary‑judgment affirmance: Forest River failed to raise estoppel in district court as a basis for summary judgment and bore the burden to prove it. |
| Was summary judgment proper because Wasatch lacks damages or reasonable reliance? | Presented evidence of extra expense (buying another bus) and causation link to contract termination; reasonably relied on oral warranties. | No proof linking defects to contract cancellation; reliance unreasonable because Wasatch should have read the packet. | Rejected: factual disputes on causation and damages exist; reasonable reliance remains a jury question and Forest River didn’t timely raise the argument. |
Key Cases Cited
- Murphy v. City of Tulsa, 950 F.3d 641 (10th Cir. 2019) (summary judgment review is de novo; view evidence in most favorable light to nonmovant)
- Simpson v. Univ. of Colo. Boulder, 500 F.3d 1170 (10th Cir. 2007) (summary judgment standard)
- Dummar v. Lummis, 543 F.3d 614 (10th Cir. 2008) (decline to decide choice of law when relevant laws are substantially similar)
- LWT, Inc. v. Childers, 19 F.3d 539 (10th Cir. 1994) (warranty terms enforceable only if part of the parties’ bargain)
- Franks v. Nimmo, 796 F.2d 1230 (10th Cir. 1986) (sham affidavit doctrine limits ignoring prior sworn testimony)
- Selenke v. Med. Imaging of Colo., 248 F.3d 1249 (10th Cir. 2001) (declination to ignore declarations that clarify ambiguous deposition testimony)
- Mathews v. REV Recreation Grp., Inc., 931 F.3d 619 (7th Cir. 2019) (estoppel: cannot accept contract benefits then disavow its terms)
- Kesling v. Hubler Nissan, Inc., 997 N.E.2d 327 (Ind. 2013) (distinguishing puffery from factual warranties)
- Boud v. SDNCO, Inc., 54 P.3d 1131 (Utah 2002) (puffery vs. warranty analysis)
- Wiseman v. Wolfe’s Terre Haute Auto Auction, Inc., 459 N.E.2d 736 (Ind. Ct. App. 1984) (descriptions of a vehicle as "road ready" can create an express warranty)