HARVINDER SINGH, Plаintiff-Appellant, v. AMERICAN HONDA FINANCE CORPORATION, Defendant-Appellee. HARVINDER SINGH, Plaintiff-Appellant, v. SORAYA MOTOR CO.; ARIANNA MOTOR COMPANY INC.; HOOMAN H. BODAGHI, DBA HINSHAW‘S HONDA; HONDA OF AUBURN; HOOMAN HONDA; HOOMAN MOTORS GROUP; HINSHAW ACURA; HOOMAN ACURA, Defendants-Appellees.
No. 17-35964, 17-35967
UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT
May 30, 2019
D.C. No. 2:17-cv-00287-JCC
FOR PUBLICATION
OPINION
Appeal from the United States District Court for the Western District of Washington John C. Coughenour, District Judge, Presiding
Argued and Submitted March 4, 2019 Seattle, Washington
Filed May 30, 2019
Before: Ronald M. Gould and Richard A. Paez, Circuit Judges, and Cynthia A. Bashant,* District Judge.
Opinion by Judge Gould
SUMMARY**
Class Action Fairness Act
The panel affirmed the district court‘s grant of summary judgment to defendants in a putative class action against the American Honda Finance Corporation and various car dealerships alleging defendants failed to provide plaintiff with add-ons that were promised in the Dealer Addendum when plaintiff bought his new Honda Accord.
Plaintiff brought a putative class action in Washington state superior court, and defendant American Honda Finance Corporation removed the case to federal court under the Class Action Fairness Act. Plaintiff moved to remand, but the district court denied that motion. Plaintiff then amended his complaint to assert a federal claim under the Truth in Lending Act. After further motion practice and discovery, the district court granted summary judgment for defendants and dismissed plaintiff‘s claims.
The panel first held that plaintiff presеrved his objection that removal was improper because he timely moved to remand the case to state court following removal. The panel held that the district court did not have subject-matter jurisdiction over this action at the time of removal because the Class Action Fairness Act‘s home state exception barred the exercise of jurisdiction. The home state exception applied because the dealership defendants were the primary defendants responsible for the direct harm to consumers and two-thirds or more of the members of the proposed plaintiff classes in the aggregate were citizens of Washington State. The panel nevertheless held that the district court had subject-matter jurisdiction at the time it rendered a final decision on the merits, because plaintiff voluntarily amended his complaint to assert a federal Truth in Lending Act claim.
On the merits, the panel held that the district court properly granted summary judgment to the dealership defendants and the American Honda Finance Corporation. The panel concluded that considering all the extrinsic evidence offered, plaintiff had not demonstrated a genuine issue of material fact as to whether he was promised an add-on that he did not receive. The panel also determined that the district court did not abuse its discretion in denying plaintiff‘s request for more time for discovery.
COUNSEL
Robert Joseph Gaudet Jr. (argued), Karin Gaudet-Asmus, Seattle, Washington; Hardeep S. Rekhi and Gregory Wolk, Seattle, Washington; for Plaintiff-Appellant.
Sean Ashley Commons (argued), Sidley Austin LLP, Los Angeles, California; Aaron Paul Riensche (argued) and Jeffrey D. Dunbar, Seattle, Washington; Bruce Hamlin, Lane Powell PC,
OPINION
GOULD, Circuit Judge:
Plaintiff-Appellant Harvinder Singh purchased a new Honda Accord from Hinshaw‘s Honda in Auburn, Washington. To finance his purchase, Singh obtained financing from Defendant-Appellee American Honda Finance Corporation (“AHFC“).1 Singh later brought this suit as a putative class action in Washington state superior court against AHFC and the Dealership Defendants. AHFC removed the case to federal court under the Class Action Fairness Act (“CAFA“). Singh moved to remand, but the district court denied that motion. Singh then amended his complaint to assert a federal claim under the Truth in Lending Act (“TILA“),
On appeal, Singh contends that the district court lacked subject-matter jurisdiction at the time of removal and, for that reason, erred when it denied his motion to remand. Singh also contends that the district court erred in granting summary judgment against him. Finally, Singh contends that the district court did not permit him sufficient discovery before granting summary judgment.
We hold that the district court did not have subject-matter jurisdiction over this action at the time of removal because CAFA‘s home state exception barred the exercise of jurisdiction. However, the district court had subject-matter jurisdiction at the time it rendered a final decision on the merits, because Singh voluntarily amended his complaint to assert a federal TILA claim. “To wipe out the adjudication postjudgment, and return to state court a case now satisfying all federal jurisdictional requirements, wоuld impose an exorbitant cost on our dual court system, a cost incompatible with the fair and unprotracted administration of justice.” Caterpillar Inc. v. Lewis, 519 U.S. 61, 77 (1996). We decline to impose such a cost.
On the merits, we hold that the district court properly granted summary judgment to the Dealership Defendants and AHFC. We also hold that the district court did not abuse its discretion in denying Singh‘s request for more time for discovery. We affirm the district court‘s judgment in full.
I
In February 2016, Singh bought a new Honda Accord from Hinshaw‘s Honda in Auburn, Washington. The Accord had two stickers. The first sticker listed the car‘s standard features and a Manufacturer‘s Suggested Retail Price (“MSRP“) of $28,670.00.2
Singh signed three documents when he purchased his Accord: (1) a Purchase Order, (2) a Sales Contract, and (3) a Retail Installment Sale Contract (“RISC“). Singh also initialed a mandatory disclosure form. The Purchase Order listed the base price of the car as $27,356.97—the price Singh negotiated. Under the heading “ACCESSORIES,” it stated, “sold w/ prep” and “pro pkg (muds, tray, locks).” The Sales Contract listed the “Base Price of Vehicle
Singh brought this putative class action in Washington state superior court.4 Singh claimed that Hinshaw‘s did not provide him the three add-ons it promised on the Dealer Addendum—3M, Pro Pak, and Dealer Prep—and, if he had known what the add-ons were, he would have declined them and paid a lower price for his Accord. Singh claimed that the other Dealership Defendants engaged in similar unlawful practices. Singh further alleged that AHFC profits from the
Dealership Defendants’ nondisclosures because the nondisclosures lead to higher car prices, which lead to higher interest payments to AHFC from financing agreements with vehicle purchasers. Singh asserted four causes of action against the Dealership Defendants and AHFC: (1) breach of contract; (2) violation of the duty of good faith and fair dealing; (3) negligent supervision; and (4) violation of the Washington Consumer Protection Act (“WCPA“).
AHFC removed the case to federal court under CAFA. Singh moved to remand, contending that either the home state or the local controversy exception to CAFA barred the exercise of federal subject-matter jurisdiction. The district court rejected those arguments and denied Singh‘s motion. Singh then amended his complaint to assert a federal TILA claim.
The Dealership Defendants moved for summary judgment and the district court granted that motion. On Singh‘s breach of contract claim, the district court explained that the cоntract between Singh and Hinshaw‘s consisted of “the Sales Contract ... RISC ... and possibly the Vehicle Purchase Order“—the documents Singh had signed. Because none of those documents mentions 3M, Pro Pak, or Dealer Prep, the district court held that those add-ons were not part of the bargain between Hinshaw‘s and Singh and, for that reason, Hinshaw‘s did not breach its contract with Singh even if it did not provide the add-ons.5 The district
court granted summary judgment against Singh on his WCPA claim because (1) Hinshaw‘s did not violate Washington‘s Auto Dealer‘s Practices Act6 and (2) Singh did not demonstrate injury insofar as he paid less than the MSRP of the car. Finally, the district court granted summary judgment against Singh on his TILA claim because the contract did not include any add-ons and therefore their costs did not need to be itemized in the RISC.7
After further discovery, Singh objected that he had not received adequate time for discovery. The district court declined to permit Singh more time because Singh had propounded discovery requests on the defendants for two months, he attached a slew of documents obtained in discovery to his responses to the motions for summary judgment, and he did not point to any facts that he lacked.
On the merits, the district court granted summary judgment against Singh on his breach of contract claim because Singh could not show that AHFC violated any financing terms of the RISC, the only contract between AHFC and Singh.8 The district court granted summary judgment for AHFC on Singh‘s WCPA claim because AHFC was not directly involved in the allegedly deceptive practice of displaying the Dealer Addendum on vehicles.9 Finally, the district court noted that Singh had abandоned his TILA claim against AHFC, although he reserved the right to seek reinstatement.
Singh filed timely notices of appeal. He contends that the district court lacked subject-matter jurisdiction over this action at the time of removal and therefore erred when it denied his motion to remand. He asks that this case be
remanded to Washington state court. In the alternative, Singh contends that the district court erred in granting summary judgment to the defendants, or that it erred in granting summary judgment without permitting him sufficient discovery.
II
We review de novo whether the district court had subject-matter jurisdiction. Chapman v. Deutsche Bank Nat‘l Tr. Co., 651 F.3d 1039, 1043 (9th Cir. 2011) (per curiam). We review any factual findings relevant to jurisdiction for clear error. Id.
We review de novo whether the district court properly granted summary judgment to the Dealership Defendants and AHFC. Hunt v. City of L.A., 638 F.3d 703, 709 (9th Cir. 2011). We review the district court‘s denial of Singh‘s “request for a continuance of summary judgment pending further discovery... for an abuse
III
As an initial matter, the parties disagree whether the district court had subject-matter jurisdiction to render a decision on the merits. Singh contends that jurisdiction did not exist at the time of removal because two CAFA exceptions—the local controversy exception and home state exception—barred the exercise of federal subject-matter jurisdiction. The defendants contend that those exceptions are inapplicable. They alternatively contend, relying on Caterpillar Inc. v. Lewis, 519 U.S. 61 (1996), and Retail Property Trust v. United Board of Carpenters and Joiners of America, 768 F.3d 938 (9th Cir. 2014), that this case should not be remanded to state court—even if subject-matter jurisdiction did not exist when AHFC removed the case—because Singh voluntarily amended his complaint after he was in federal court to assert a federal TILA claim, thereby establishing federal-question jurisdiction. Singh, relying on Grupo Dataflux v. Atlas Global Group, L.P., 541 U.S. 567 (2004), responds that jurisdiction must be determined as of the time of removal.
To better understand the parties’ dispute and the relevant law that frames our inquiry, we start with the Supreme Court‘s decision in Grubbs v. General Electric Credit Corporation, 405 U.S. 699 (1972). In Grubbs, General Electric Credit Corporation (“GECC“) sued Grubbs in state court. Id. at 700. In response, Grubbs initiated a cross-action against the United States government. Id. The government removed the case to federal court. Id. GECC did not object to removal, and the case was eventually tried. Id. at 701. On appeal, the Court of Appeals raised the issue of jurisdiction sua sponte and dismissed. Id. at 702. The Supreme Court reversed. The Court explained that in situations where a removed case is tried and decided on the merits without objection, “the issue in subsequent proceedings on appeal is not whether the case was properly removed, but whether the federal district court would have had original jurisdiction of the case had it been filed in that court.” Id. at 703. Applying that principle, the Court held that jurisdiction existed when the district court rendered its judgment and, for that reason, the Court of Appeals should not have dismissed the case. Id. at 704.
In the wake of Grubbs, we held that a party challenging the propriety of removal had to preserve any such objection by timely moving to remand and then appealing any adverse remand determination. See, e.g., Gould v. Mut. Life Ins. Co. of N.Y., 790 F.2d 769, 774 (9th Cir. 1986); Lewis v. Time, Inc., 710 F.2d 549, 552 (9th Cir. 1983); Sheeran v. Gen. Elec. Co., 593 F.2d 93, 97–98 (9th Cir. 1979). “[W]hen there [was] no appeal of a denial of a remand motion and the case [was] tried on the merits, the issue on appeal [was] whether the federal court would have had jurisdiction had the case been filed in federal court in the posture it had at the time of the entry of the final judgment.” Lewis, 710 F.2d at 552; accord Carpenters Health & Welfare Tr. Fund for Cal. v. Tri Capital Corp., 25 F.3d 849, 852 (9th Cir. 1994), overruled on other grounds by S. Cal. IBEW-NECA Tr. Funds v. Standard Indus. Elec. Co., 247 F.3d 920 (9th Cir. 2001). At least one other circuit applied a similar
Then came Caterpillar Inc. v. Lewis, 519 U.S. 61, the case on which the defendants rely. The plaintiff there had filed suit in state court on personal injury claims. Id. at 64. “The case was removed to а federal court at a time when . . . complete diversity of citizenship did not exist among the parties.” Id. The plaintiff moved to remand the case, but the district court denied the motion. Id. Before trial, the nondiverse defendants settled, and at the time of trial, complete diversity existed between the parties. Id. The defendant prevailed at trial, but “[t]he Court of Appeals vacated the judgment, concluding that, absent complete diversity at the time of removal, the District Court lacked subject-matter jurisdiction.” Id.
The Supreme Court reversed. The Court first held that the plaintiff, “by timely moving for remand, did all that was required to preserve his objection to removal.” Id. at 74. The
Court then explained that the flaw in the case was a “statutory flaw—Caterpillar‘s failure to meet the [
The Supreme Court revisited this line of authority in Grupo Dataflux v. Atlas Global Group, L.P., 541 U.S. 567, the case on which Singh relies. There, the parties were nondiverse when the plaintiff filed its complaint in federal court because the plaintiff was a partnership with “two partners who were Mexican citizens,”10 while the defendant was a Mexican corporation. Id. at 569. Despite the initial
lack of diversity, complete diversity was achieved just before trial when the two Mexican partners left the partnership. Id. The case proceeded to a six-day trial. Id. The Supreme Court framed the question before it as “whether a party‘s post-filing change in citizenship can cure a lack of subject-matter jurisdiction that existed at the time of filing in an action premised upon diversity of citizenship.” Id.
Answering that question negatively, the Court held that federal subject-matter jurisdiction was lacking. Id. at 572–76. The Court started with the proposition that “[i]t has long been the
but from a change in the citizenship of a continuing party“—a cure the Court had refused to permit “for the past 175 years“—the Court held that federal subject-matter jurisdiction did not exist. Id. at 575–76.
Under Grubbs, Caterpillar, and Grupo Dataflux, our inquiry is three-fold when, as here, it is alleged that federal subject-matter jurisdiction did not exist at the time of removal but existed at the time of final judgment. First, has the party contesting jurisdiction preserved the contention that removal was improper? Second, was there a jurisdictional defect at the time of removal and, if so, was it properly cured before the entry of final judgment so that federal subject-matter jurisdiction existed at the time of final judgment? Third, if no jurisdictional defect remained at the time of final judgment, do “considerations of finality, efficiency, and economy,” outweigh the statutory defect in the case—a party‘s “failure to meet the [
A
Our first question is whether Singh preserved his objection to removal. If not, then Grubbs controls and “the issue on appeal is not whether the case was properly removed, but whether the federal district court would have had original jurisdiction of the case had it been filed” in federal court at the time of final judgment. 405 U.S. at 703.
In Caterpillar,
The defendants nonetheless contend that Singh “waived any ability to challenge removal.” They rely on our decision in Retail Property Trust, 768 F.3d 938. We held there that “[t]he question whether the district court erred in denying” the plaintiff‘s motion to remand was moot because the plaintiff‘s “assertion of federal jurisdiction in the [second amended complaint] conferred jurisdiction upon the district court and hence upon us.” Id. at 949 n.6. Contrary to the defendants’ assertion, Retail Property Trust did not rest on waiver grounds. Instead, we applied the rule, discussed below, that when a plaintiff voluntarily asserts a federal
claim after removal, doing so establishes federal subject-matter jurisdiction and cures any jurisdictional defect that may exist in the case. This is clear from our citations to cases applying that rule: Moffitt v. Residential Funding Co., LLC, 604 F.3d 156, 159 (4th Cir. 2010), Barbara v. N.Y. Stock Exch., Inc., 99 F.3d 49, 56 (2d Cir. 1996), abrogated on other grounds by Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning, 136 S. Ct. 1562 (2016), and Bernstein v. Lind-Waldock & Co., 738 F.2d 179, 185 (7th Cir. 1984).
B
Our second question is whether this case had a jurisdictional defect at the time of removal and, if so, whether that defect was cured by proper means before the entry of final judgment.
Certain acts properly cure jurisdictional defects. For example, in Caterpillar, the jurisdictional defect—lack of complete diversity—was cured when the nondiverse party was dismissed, a “method of curing a jurisdictional defect [that] had long been” accepted. Grupo Dataflux, 541 U.S. at 572. Others do not. The jurisdictional defect in Grupo Dataflux—lack of complete diversity—was not cured because a party‘s citizenship in a federal action is determined as of the time of filing аnd later changes to that citizenship cannot create or destroy diversity. See id. at 575–76. “[I]f, at the end of the day and case, a jurisdictional defect remains uncured, the judgment must be vacated.” Dep‘t of Fair Emp‘t & Hous. v. Lucent Techs., Inc., 642 F.3d 728, 736 (9th Cir. 2011) (emphasis omitted) (quoting Caterpillar, 519 U.S. at 76–77); see also Rodas v. Seidlin, 656 F.3d 610, 616 (7th Cir. 2011) (explaining that Grubbs and Caterpillar “do not apply to jurisdictional defects“).
Here, we hold that the district court lacked jurisdiction at the time of removal, but it had jurisdiction at the time of summary judgment because the defect was properly cured. We explain each point in turn.13
AHFC removed this action from state court under CAFA.14 Under CAFA, a district court has original jurisdiction over a class action where: “(1) there are one-hundred or more putative class members; (2) at least one class member is a citizen of a state different from the state of any defendant; and (3) the aggregated amount in controversy exceeds $5 million, exclusive of costs and interest.” Washington v. Chimei Innolux Corp., 659 F.3d 842, 847 (9th Cir. 2011) (citing
even national class actions in state courts.” United Steel v. Shell Oil Co., 602 F.3d 1087, 1090 (9th Cir. 2010) (quoting Tanoh v. Dow Chem. Co., 561 F.3d 945, 952 (9th Cir. 2009)).
The Third Circuit, synthesizing various decisions and relying heavily on
courts tasked with determining whether a defendant is a “primary defendant” under
CAFA should assume liability will be found and determine whether the defendant is the “real target” of the plaintiffs’ accusations. In doing so, they should also determine if the plaintiffs seek to hold the defendant responsible for its own actions, as opposed to seeking to have it pay for the actions of others. Also, cоurts should ask whether, given the claims asserted against thedefendant, it has potential exposure to a significant portion of the class and would sustain a substantial loss as compared to other defendants if found liable.
Vodenichar v. Halcon Energy Props., Inc., 733 F.3d 497, 505-06 (3d Cir. 2013). Applying those principles, the Third Circuit held in Vodenichar that a defendant was a “primary defendant” because it was alleged to be directly liable to the plaintiffs and liability was apportioned “equally among the defendants.” Id. at 506; see also Hunter v. City of Montgomery, 859 F.3d 1329, 1337 (11th Cir. 2017) (relying on Vodenichar to hold that a city was a “primary defendant,” but a private company was not, because the private company could only be vicariously or secondarily liable).
The Fifth Circuit considered the “primary defendant” requirement in Hollinger v. Home State Mutual Insurance Co., 654 F.3d 564 (5th Cir. 2011). There, one group of defendants, the “County Mutuals,” allegedly issued insurance policies in violation of the
The Fifth Circuit revisited the “primary defendant” requirement in Watson v. City of Allen, 821 F.3d 634, 641 (5th Cir. 2016), holding that the Texas legislature and local municipalities were “primary defendants” because those legislative bodies had enacted the “legislative scheme” that the suit sought to declare unconstitutional. Id. By contrast, the Fifth Circuit held that three private companies were not “primary defendants” because the claims against them were “expressly contingent on a threshold finding that the challenged legislative scheme [was] unconstitutional.” Id.
Aligning ourselves with our sister circuits, we hold that a court analyzing whether a defendant is a “primary defendant” for purposes of
With these principles in mind, we turn to the allegations in this case. The operative complaint at the time of removal named (1) AHFC, (2) Soraya Motor Co., (3) Arianna Motor Company, Inc., and (4) Hooman H. Bodaghi, d/b/a Hinshaw‘s Honda,
Contrary to the district court‘s determination, we hold that the foregoing allegations show that the Dealership Defendants are the primary defendants and AHFC is a secondary defendant. The Dealership Defendants—all of whom are allegedly controlled in some manner by Hooman Bodaghi—are allegedly responsible for the direct harm to consumers: improperly charging for vehicle add-ons. AHFC‘s alleged liability stems from permitting this conduct and benefitting from it in the form of additional interest payments. In other words, AHFC‘s liability depends on a “threshold finding” that the Dealership Defendants acted unlawfully, demonstrating that AHFC is a secondary defendant. See Watson, 821 F.3d at 641. Moreover, it appears that the Dealership Defendants have more exposure to the class because the alleged benefit to AHFC is interest charged on improper add-ons, whereas the alleged benefit to the Dealership Defendants is the full cost of the add-ons. See Vodenichar, 733 F.3d at 505-06.
In holding that AHFC is a primary defendant, the district court explained in part that AHFC would be directly liable to the class for all claims because each claim in the complaint was asserted against “Defendants,” without differentiating between them. It was not enough, however, for the district court to look only at what claims were asserted against which defendants. Although doing so can help determine whether a defendant is directly or secondarily liable to the class and the relative exposure among defendants, a mechanical review of how many clаims are asserted against a defendant is inappropriate. Here, although Singh asserts each cause of action against all defendants, Singh‘s description of the parties shows that AHFC benefits from the alleged misconduct of the Dealership Defendants and is, in that sense, a secondary defendant.
The district court also found that AHFC was a primary defendant because it “has the most resources by which to ‘satisfy a potential judgment.‘” We disagree that AHFC‘s ability to satisfy a potential judgment was a relevant consideration here.16 Nothing in the record indicates that the Dealership Defendants would be unable to satisfy any judgment rendered against them.
Because the Dealership Defendants, the primary defendants, and “two-thirds or more of the members of all proposed plaintiff classes in the aggregate . . . are citizens of” Washington State, the home state exception applies.
Our inquiry into jurisdiction is not at an end, however. After the district court denied Singh‘s motion to remand, Singh voluntarily amended his complaint to assert a federal
We have previously held that when a plaintiff voluntarily amends his or her complaint after removal to assert a federal claim, that amendment cures any jurisdictional defect and establishes federal subject-matter jurisdiction. See Retail Prop. Tr., 768 F.3d at 949 n.6 (holding that “[t]he question whether the district court erred in denying” the plaintiff‘s motion to remand was moot because the plaintiff‘s “assertion of federal jurisdiction in the [second amended complaint] conferred jurisdiction upon the district court and hence upon us“); Chabner v. United of Omaha Life Ins. Co., 225 F.3d 1042, 1046 n.3 (9th Cir. 2000) (“Once in federal court, Chabner amended his complaint to add a claim under the
Our previous holdings are dispositive here. By voluntarily amending his complaint to assert a federal claim, Singh established federal subject-matter jurisdiction and cured any jurisdictional defect that existed at the time of removal.17
Singh contends that it does not matter that he amended his complaint to assert a
“[A] statutory flaw—[AHFC‘s] failure to meet the [
Our decisions suggest that “considerations of finality, efficiency, and economy” may be insufficient when there is no final judgment on the merits. See Abada v. Charles Schwab & Co., 300 F.3d 1112, 1114–17 (9th Cir. 2002); see also McAteer v. Silverleaf Resorts, Inc., 514 F.3d 411, 416 (5th Cir. 2008). They also suggest that those considerations may be insufficient “where the judgment reached by the trial court must be reversed on the merits and the case remanded to the trial court for further proceedings.” Prize Frize, Inc. v. Matrix (U.S.) Inc., 167 F.3d 1261, 1266 (9th Cir. 1999); see also Huffman v. Saul Holdings Ltd. P‘ship, 194 F.3d 1072, 1080 (10th Cir. 1999).
But here, the district court resolved a number of Washington state law issues on the merits, “with rules of decision supplied by state law under the regime of Erie R. Co. v. Tompkins, 304 U.S. 64, (1938).” Caterpillar, 519 U.S. at 75; see also Lively v. Wild Oats Markets, Inc., 456 F.3d 933, 941 n.11 (9th Cir. 2006) (holding that summary-judgment decision is decision on the merits); Gould, 790 F.2d at 773 (holding the same). Moreover, as explained below, we affirm the district court‘s decision on the merits. “[C]onsiderations of finality, efficiency, and economy” counsel against dismissing this action. Caterpillar, 519 U.S. at 75. “To wipe out the adjudication postjudgment, and return to state court a case now satisfying all federal jurisdictional requirements, would impose an exorbitant cost on our dual court system, a cost incompatible with the fair and unprotracted administration of justice.” Id. at 77. We decline to impose such a cost.
* * *
The district court lacked subject-matter jurisdiction over this case at the time of removal. But the district court had jurisdiction at the time of final judgment because Singh asserted a
IV
On the merits, Singh contends that the district court erred by granting summary judgment to the Dealership Defendants and AHFC on his breach of contract and
A
1
To prevail on his breach of contract claim, Singh must show an agreement between himself and the Dealership Defendаnts, a duty under the agreement, and a breach of that duty. Fid. & Deposit Co. of Md. v. Dally, 201 P.3d 1040, 1044 (Wash. Ct. App. 2009). In interpreting contracts, Washington “follow[s] the objective manifestation theory of contracts.” Hearst Commc‘ns, Inc. v. Seattle Times Co., 115 P.3d 262, 267 (Wash. 2005). Courts are “to determine the parties’ intent by focusing on the objective manifestations of the agreement, rather than on the unexpressed subjective intent of the parties.” Id. Words in a contract are to be given “their ordinary, usual, and popular meaning unless the entirety of the agreement clearly demonstrates a contrary intent.” Id. “[S]urrounding circumstances and other extrinsic evidence“—parol evidence—may be used “to determine the meaning of specific words and terms used” in the contract, but not to “show an intention independent of the instrument” or to “vary, contradict or modify the written word.” Id. (emphasis omitted) (quoting Hollis v. Garwall, 974 P.2d 836, 843 (Wash. 1999)).
As explained, Singh signed three documents when he purchased his Accord: (1) a Purchase Order, (2) a Sales Contract, and (3) an RISC. None of these documents describes the features of the Accord Singh purchased; they instead give the stock number, year, make, model, and VIN of the Accord. Singh contends that we must consider parol evidence to determine the features of the Accord he was promised. Relying on extrinsic evidence—and in particular, the Dealer Addendum—Singh contends that Hinshaw‘s was contractually obligated to provide him the three add-ons listed on the addendum: 3M, Pro-Pak, and Dealer Prep. Singh contends that Hinshaw‘s breached its agreement when it did not include All-Season Floor Mats, which were purportedly included with Pro Pak, or 3M with his Accord.
Assuming without deciding that Singh is correct that we must consider extrinsic evidence to determine the features of the Accord he was promised, Hinshaw‘s did not breach its contract with Singh. Considering all the extrinsic evidence offered, Singh has not demonstrated a genuine issue of material fact as to whether he was promised an add-on that he did not receive.
Turning first to whether Singh was promised and provided “3M,” the Dealership Defendants’ witnesses uniformly testified that “3M” refers to “door edge guards, which [are installed] on most new cars prior to them being placed on the lot.”18 On that understanding of the term,
However, Singh offered the declaration of Ron Kayshel that “[b]ased on [his] understanding while [he] was employed at Hinshaw‘s Honda, 3M was a clear film that could be sprayed over the front hood of a car to protect its finish.”19 Assuming that the declaration is sufficient to create a genuine dispute of fact as to the meaning of “3M,” Singh still has not established a breach of contract. If “3M” refers to “a clear film that could be sprayed over the front hood of a car to protect its finish,” then Singh explicitly declined that add-on when he initialed the Mandatory Disclosure Statement and declined “Rock Guard Chip Protect.” The Mandatory Disclosure Statement explains that Rock Guard Chip Protect “[s]hields paint from any rock chips/bug damage,” and witnesses uniformly testified that Rock Guard Chip Protect—which they also referred to as “3M Full Kit“—is a “clear bra that covers the front third of a vehicle.” In other words, Rock Guard Chip Protect is “3M,” as Kayshel uses that term. Singh explicitly declined that add-on. He cannot assert breach of contract for something that was not part of the bargain.
If Singh had аgreed to purchase “a clear film that could be sprayed over the front hood of a car to protect its finish,” a charge of $999 for “3M Full Kit” would have appeared on his Sales Contract under the heading for “Dealer Added or Deleted Options,” as evidenced by the sales contracts of two20 former named plaintiffs in this case. Singh‘s Sales Contract does not include a charge for “3M Full Kit,” confirming that he did not purchase it.
Turning to whether Singh was promised and provided “Pro Pak,” witnesses uniformly testified that “Pro Pak” refers to “mud flaps, trunk tray, and wheel locks.” This understanding is confirmed by Singh‘s Vehicle Purchase Order, which under the heading “ACCESSORIES,” states, “pro pkg (muds, tray, locks).” Singh admits that his car came with these items. And an internal invoice, as well as a “New Vehicle Inventory” sheet, confirms the same.
To survive summary judgment, Singh contends that “Pro Pak” also includes All-Season Floor Mats, which he never received. He relies on an “accessories list” for the Accord, which lists a number of potential add-ons for various cars. The list does not support Singh‘s contention. The list details four different “protection packages” fоr the Accord. It lists a “Protection Package,” which is undefined, for $453.90. It lists an “All-Season Protection Package,” which is defined to include a “splash-guard set,” “all-season floor mats,” and “a trunk tray,” for $549.60. It lists an “All-Season Protection Package I,” which is defined to include a “splash-guard set,” “all-season floor mats,” and “wheel locks,” for $458.30. And it lists an “All-Season Protection Package II,” which is defined to include “all-season floor mats,” “a trunk tray,” and “wheel locks,” for $549.60. None of these options include all four of the
The “accessories list” also cuts against Singh‘s argument. Although the “Protection Package” for the Acсord is undefined, the “Protection Package” for the Civic includes “wheel locks,” “trunk tray,” and “splash guard set“—i.e., the items Singh received. The Civic also has an “All-Season Protection Package” and “All-Season Protection Package II” that mirror those of the Accord, suggesting that the available packages are the same across cars. The “Protection Package” for the CR-V likewise includes “wheel locks,” “trunk tray,” and “splash guard set,” as does the “Protection Package” for the CR-T, Pilot, HR-V, and Odyssey. Given the items included in the “Protection Packages” for other Hondas, the reasonable inference is that the “Protection Package” for the Accord includes “wheel locks,” a “trunk tray,” and a “splash guard set“—the accessories Singh received. Singh has not pointed to any evidence that he was promised All-Season Floor Mats.
Finally, as to Dealer Prep, the Dealership Defendants’ witnesses testified that the dealerships generally clean a car when the car arrives on the lot. The dealerships also “clean and detail that car again prior tо delivery [to customers]. And [they] put a fee for that on the” Dealer Addendum—“Dealer Prep.” Singh‘s Vehicle Purchase Order states it was “sold w/ prep,” and an internal Hinshaw‘s invoice and “New Vehicle Inventory” sheet reflect the time spent cleaning his car.
Singh contends that, in charging him for “Dealer Prep,” Hinshaw‘s improperly charged Singh twice for cleaning because the cost of cleaning is allegedly included in the MSRP of a car. How this allegation relates to his theories of liability, however, is unclear. In any event, it is unsupported by the record. First, as explained, “Dealer Prep” refers to an additional cleaning after a car has been cleaned once and has been sitting on the lot, but before it is delivered to a customer. Singh was not charged twice for one cleaning. Second, Singh has not presented sufficient evidence to create a dispute of fact as to whether the MSRP of his Accord included the cost of cleaning. Singh‘s expert, Lewis Linet, Jr., surmised that, because the MSRP Sticker states that the “Total Vehicle Price (Includes Pre-Delivery Service),” and based on his еxperience, Hinshaw‘s double-charged Singh and other customers for preparing cars for delivery. But there is no evidence to show that “Pre-Delivery Service” refers to cleaning, or to the same cleaning as “Dealer Prep.” Singh was promised that his car would be cleaned before it was delivered, and it was. Singh has not shown a breach of contract on this point.
Because Singh has adduced no evidence that he was promised something he did not receive, the district court correctly granted summary judgment to the Dealership Defendants on Singh‘s breach of contract claim.
2
To prevail on his
Singh contends that the Dealer Addendum was misleading in violation of
B
As to Singh‘s claims against AHFC, AHFC‘s asserted liability is predicated on the theory that AHFC was either aware of or had a role in the Dealership Defendants’ unlawful conduct—their alleged breach of contract or violations of the
Singh contends that AHFC may be “liable under
V
Finally, we consider Singh‘s challenges to the district court‘s decision to convert AHFC‘s motion to dismiss into a motion for summary judgment. Singh first contends that the district court incorrectly believed that he did not oppose the conversion. That contention is irrelevant. The
Singh next contends that he was provided inadequate time for discovery. Under
Here, Singh relied on hundreds of pages of declarations, deposition transcripts, and admissions in opposing the defendants’ motions for summary judgment. Those documents form a sizeable record on appeal. Singh offers conclusory statements that he needed further discovery, but Singh has not “identif[ied] the specific facts that further discovery would have revealed or explain[ed] why those facts would have precluded summary judgment.” Tatum v. City & Cty. of S.F., 441 F.3d 1090, 1100 (9th Cir. 2006). Wе cannot say the district court abused its discretion in denying Singh‘s request for further discovery. See Michelman, 685 F.3d at 892.
VI
We hold that the district court had subject-matter jurisdiction over this case at the time of the final judgment. We decline to order that this case be remanded to state court because the case has been fully adjudicated on the merits and it satisfies all jurisdictional requirements. On the merits, we affirm the district court‘s grant of summary judgment to all defendants.
AFFIRMED.
Notes
Lasso confirmed this understanding later in his deposition by describing “3M Full Kit” as different than “door edge guards.”Q. What‘s a chip guard?
A. It‘s a plastic nose protectant for the car. Clear plastic that‘s glued on the front third of the car.
Q. Is it the same as 3M protection?
A. Yeah.
Q. Is it the same as the 3M Clear Bra?
A. Yes.
Q. So it goes by the name of Chip Guard?
A. Well, I guess you can—no, it goes by the name of 3M Full Kit, what we use internally. But also can go by Rock Guard or chip protectant. You can use really any term you‘d like.