Ellis v. General Motors Acceptance Corp.

• Decision Date: 13 November 1998
• Docket Number: No. 97-6963,97-6963
• Citation: 160 F.3d 703
• Parties: 12 Fla. L. Weekly Fed. C 261 Paul R. ELLIS, Peggy Ann Ellis, on their own and on behalf of all others similarly situated, Plaintiffs-Appellants, v. GENERAL MOTORS ACCEPTANCE CORPORATION, d.b.a. General Motors Acceptance Corporation, Defendant-Appellee.
• Court: U.S. Court of Appeals — Eleventh Circuit

Page 703

160 F.3d 703

12 Fla. L. Weekly Fed. C 261

Paul R. ELLIS, Peggy Ann Ellis, on their own and on behalf of all others similarly situated, Plaintiffs-Appellants, v. GENERAL MOTORS ACCEPTANCE CORPORATION, d.b.a. General Motors Acceptance Corporation, Defendant-Appellee.

No. 97-6963.

United States Court of Appeals Eleventh Circuit.

Nov. 13, 1998.

Charles A. Dauphin, Baxley, Dillard, Dauphin & McKnight, Birmingham, AL, Roger W. Kirby, Andrea Bierstein, Kaufman, Malchman, Kirby & Squire, LLP, New York City, for Plaintiffs-Appellants.

John M. Johnson, Lightfoot, Franklin & White, LLC, Birmingham, AL, Richard C. Godfrey, Scott W. Fowkes, Kirkland & Ellis, Chicago, IL, for Defendants-Appellees.

Appeal from the United States District Court for the Northern District of Alabama.

Before ANDERSON and BARKETT, Circuit Judges, and HILL, Senior Circuit Judge.

BARKETT, Circuit Judge:

Plaintiffs Paul and Peggy Ellis ("Ellises") appeal the dismissal of their suit against the General Motors Acceptance Corporation ("GMAC") alleging violations of the Truth in Lending Act, 15 U.S.C. § 1640(e) (1997) ("TILA"). The district court dismissed the complaint on the grounds that the statute of limitations had expired and, alternatively, that under 15 U.S.C. § 1641, GMAC was exempted from liability under TILA. On appeal the Ellises argue that the statute of limitations was suspended by the doctrine of equitable tolling and that, by writing and signing the contract, GMAC voluntarily agreed to expanded liability. We find that TILA is subject to equitable tolling but that GMAC, as an assignee, is not liable for the TILA violations alleged.

Background

The Ellises' claim derives from their purchase of a 1993 Saturn SL-2 from Royal Oldsmobile ("Royal") on May 22, 1995. At the same time that they bought the car, the Ellises purchased an extended warranty for an additional $1,195. They financed the car and warranty through a Retail Installment Contract ("RIC") and the loan was assigned to GMAC simultaneously with the contract's execution. In the section itemizing the amount financed, the RIC listed $1,195 as being paid to "Mechanic" for the extended warranty. The Ellises allege that this listed payment constituted misrepresentation because substantially less than $1,195 was paid to this third party. They claim that only a small portion of this amount was paid to "Mechanic" and that Royal retained the rest. The Ellises brought suit against GMAC on January 14, 1997, eighteen months after purchasing the car and warranty, and the district court subsequently granted GMAC's motion to dismiss the suit for failure to state a claim. See FED.R.CIV.P. 12(b)(6).

The Ellises recognize that, under TILA, they had only one year from the time they purchased the car and warranty to bring an action. ¹ They argue, however, that because they were prevented from learning that the total amount paid by Royal to Mechanic was misrepresented on the disclosure document, equitable tolling applies to suspend the statute of limitations. The Ellises further argue that, notwithstanding the language of 15 U.S.C. § 1641(a) holding assignees liable under TILA only for violations apparent on the face of the disclosure statement, GMAC contractually obligated itself to assume liability for any cause of action that could have been brought against the seller, including this claim for misrepresentation. Thus, they assert that the district court erred in dismissing their complaint.

We review dismissals pursuant to Rule 12(b)(6), de novo, taking all the material allegations of the complaint as true while liberally construing the complaint in favor of the plaintiff. Roberts v. Florida Power & Light Co., 146 F.3d 1305, 1307 (11th Cir.1998). A court may dismiss a complaint "only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations." Hishon v. King & Spaulding, 467 U.S. 69, 73, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984).

Discussion

1. Statute of Limitations

Because the district court determined that TILA's statute of limitations is jurisdictional and that its expiration deprived the court of subject matter jurisdiction, we must first address this threshold issue. When Congress enacts statutes creating public rights or benefits, it can impose time limits on their availability. These time limits can either completely extinguish the right or simply bar the remedy for enforcement. In the former case, jurisdiction does not exist because the cause of action has been totally extinguished. In the latter case, the court continues to have jurisdiction and has the discretion to consider particular circumstances affecting the ability of a party seeking review to comply with the time limits, which can be tolled when principles of equity render their rigid application unfair. See Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 398, 102 S.Ct. 1127, 71 L.Ed.2d 234 (1982); Holmberg v. Armbrecht, 327 U.S. 392, 395-96, 66 S.Ct. 582, 90 L.Ed. 743 (1946).

"Equitable tolling" is the doctrine under which plaintiffs may sue after the statutory time period has expired if they have been prevented from doing so due to inequitable circumstances. See Bailey v. Glover, 88 U.S. (21 Wall.) 342, 347, 22 L.Ed. 636 (1874) (where a party injured by another's fraudulent conduct "remains in ignorance of it without any fault or want of diligence or care on his part, the bar of the statute does not begin to run until the fraud is discovered ..."). See also Osterneck v. E.T. Barwick Indus., 825 F.2d 1521, 1535 (11th Cir.1987), aff'd, Osterneck v. Ernst & Whinney, 489 U.S. 169, 109 S.Ct. 987, 103 L.Ed.2d 146 (1989) (if third party is in privity, or a principal-agent relationship with the defendant exists, defendant's approval of the concealment may be sufficient to toll the statute). Unless Congress states otherwise, equitable tolling should be read into every federal statute of limitations. Holmberg, 327 U.S. at 394-96, 66 S.Ct. 582.

In this case, the district court concluded that TILA was a jurisdictional statute and that the Ellises' claim was therefore time-barred. The Ellises maintain that 15 U.S.C. § 1640(e) is not a jurisdictional statute but rather a statute of limitations subject to equitable tolling.

The issue of whether TILA is subject to equitable tolling is one of first impression in this circuit. Every other circuit that has considered the issue has held that TILA is subject to equitable tolling. See Ramadan v. Chase Manhattan Corp., 156 F.3d 499 (3rd Cir.1998) (under facts virtually identical to those here, court found § 1640(e) subject to equitable tolling); Jones v. TransOhio Savings Ass'n., 747 F.2d 1037, 1041 (6th Cir.1984) (§ 1640(e) subject to equitable tolling); King v. California, 784 F.2d 910, 914-15 (9th Cir.1986) (accord with TransOhio ); Kerby v. Mortgage Funding Corp., 992 F.Supp. 787 (D.Md.1998); see also Lawyers Title Ins. Corp. v. Dearborn Title Corp., 118 F.3d 1157, 1166-67 (7th Cir.1997) (citing King and TransOhio with approval). ²

GMAC contends, however, that we should not follow the other circuits because our own precedent in Hill v. Texaco, Inc., 825 F.2d 333 (11th Cir.1987) forecloses a finding that equitable tolling applies here. We find Hill to be inapposite. Hill did not involve TILA, but rather the Petroleum Marketing Practices Act ("PMPA"), 15 U.S.C. § 2802(b)(3)(D)(iii). Plaintiff, a Texaco franchisee, sued Texaco alleging that Texaco had acted in bad faith when offering him right of first refusal on the sale of his leased property. Texaco had offered to sell Hill the property for $326,000 even though the land had been appraised at $225,000. Hill refused and seventeen months later Texaco sold the property to a third party for $240,000. Hill then sued, claiming that Texaco's offer to him was not bona fide and therefore violated the PMPA. Id. at 334. The statute of limitations in PMPA is one year. Hill filed suit after more than a year had elapsed arguing that, because fraudulent concealment prevented his learning of the violation until after the statute had tolled, equitable tolling should apply.

The Hill court disagreed, recognizing that, while equitable tolling is typically read into federal statutes of limitation, it cannot apply in the face of contrary congressional intent. Id. "[T]he basic inquiry is whether congressional purpose is effectuated by tolling the statute of limitations in given circumstances." Burnett v. New York Central R.R. Co., 380 U.S. 424, 427, 85 S.Ct. 1050, 13 L.Ed.2d 941 (1965). To determine whether equitable tolling applies, courts "examine the purposes and policies underlying the limitation provision, the Act itself, and the remedial scheme developed for the enforcement of the ... Act." Id.

PMPA has a very specific purpose--protecting franchisees from wrongful termination of their franchises. ³ It begins to run from the time of a specific event of which the claimant would have certain knowledge, i.e., the termination or nonrenewal of his/her franchise. Although Congress wished to shield franchisees from unfair business practices by giving them the right of first refusal on the sale of their leased property, it clearly did not intend to create an indefinite right of action in the event the franchiser decides at a later date to part with the property at a lower price. See Hill, 825 F.2d at 334 (noting that when Congress enacted PMPA, it was aware of abusive practices by some oil franchisers yet deliberately chose a short statute of limitations). In light of the statute's stated purpose and language, the Hill court concluded that PMPA represents a narrow exception to the general rule that equitable tolling applies to all federal statutes of limitation. See id. at 334-35.

In this case, we examine TILA, a consumer protection statute which, though possessing a limitations period similar to PMPA, is remedial in nature and therefore must be construed liberally in order to best...