Catalano v. MarineMax

• Docket Number: 20-CV-04134 (DG) (JMW)
• Decision Date: 10 March 2022
• Citation: 590 F.Supp.3d 487
• Parties: David CATALANO and Joanne Catalano, Plaintiffs, v. MARINEMAX; MarineMax Northeast LLC; Brunswick Corp.; SeaRay Boats; and Mercury Marine, Defendants.
• Court: U.S. District Court — Eastern District of New York

590 F.Supp.3d 487

David CATALANO and Joanne Catalano, Plaintiffs,

v.MARINEMAX; MarineMax Northeast LLC; Brunswick Corp.; SeaRay Boats; and Mercury Marine, Defendants.

20-CV-04134 (DG) (JMW)

United States District Court, E.D. New York.

Signed March 10, 2022

Anthony J. Gallo, AJ Gallo Associates P.C., Woodbury, NY, for Plaintiffs.

David Scott Rutherford, Rutherford & Christie, LLP, New York, NY, for Defendants.

MEMORANDUM & ORDER

DIANE GUJARATI, United States District Judge:

On September 3, 2020, Plaintiffs David Catalano and Joanne Catalano (collectively, "Plaintiffs") commenced this action against Defendants MarineMax, MarineMax Northeast LLC, Brunswick Corp., SeaRay Boats, and Mercury Marine (collectively, "Defendants"), asserting seven causes of action: violation of the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq. ; breach of express warranty; breach of implied warranty; violation of the Truth in Lending Act, 15 U.S.C. § 1601 et seq. ; violation of New York General Business Law § 349 ; violation of New York General Business Law § 198-D; and breach of contract. See generally Complaint ("Compl."), ECF No. 1.

Pending before the Court is Defendants’ motion for judgment on the pleadings, in which Defendants seek dismissal of Plaintiffs’ Complaint, pursuant to Federal Rule of Civil Procedure 12(c) (" Rule 12(c)"). See generally Notice of Motion, ECF No. 23; Declaration of David S. Rutherford in Support of Defendants’ Motion for Judgment on the Pleadings ("Rutherford Declaration"), ECF No. 24;¹ Memorandum in Support of Defendants’ Motion for Judgment on the Pleadings ("Defs.’ Br."), ECF No. 25; Reply in Support of Defendants’ Motion for Judgment on the Pleadings ("Defs.’ Reply"), ECF No. 28.² Plaintiffs oppose Defendants’ motion. See Memorandum in Opposition to Defendants’ Motion for Judgment on the Pleadings ("Pls.’ Br."), ECF No. 27.

For the reasons set forth below, Defendants’ motion for judgment on the pleadings is granted and the claims in the Complaint are dismissed without prejudice.

STANDARD OF REVIEW

Rule 12(c) of the Federal Rules of Civil Procedure provides: "After the pleadings are closed – but early enough not to delay trial – a party may move for judgment on the pleadings." Fed. R. Civ. P. 12(c). "In deciding a 12(c) motion, the Court may consider ‘the complaint, the answer, any written documents attached to them, and any matter of which the court can take judicial notice for the factual background of the case.’ " Thyssenkrupp Materials NA, Inc. v. M/V Kacey , 236 F. Supp. 3d 835, 838 (S.D.N.Y. 2017) (quoting L-7 Designs, Inc. v. Old Navy, LLC , 647 F.3d 419, 422 (2d Cir. 2011) ). "The Court may also consider documents incorporated into the complaint by reference or integral to the complaint, provided there is no dispute regarding their authenticity, accuracy, or relevance." Id. (citing L-7 Designs, Inc. , 647 F.3d at 422 ). "A Rule 12(c) motion should be granted ‘if, from the pleadings, the moving party is entitled to judgment as a matter of law.’ " Id. (quoting Burns Int'l Sec. Servs., Inc. v. Int'l Union, United Plant Guard Workers of Am. (UPGWA) & Its Loc. 537 , 47 F.3d 14, 16 (2d Cir. 1995) ).

"The standard for addressing a motion for judgment on the pleadings pursuant to Rule 12(c) is the same as the standard used in evaluating a motion to dismiss under Rule 12(b)(6)." Rojas v. Berryhill , 368 F. Supp. 3d 668, 669 (S.D.N.Y. 2019) (citing L-7 Designs, Inc. , 647 F.3d at 429 ; Bank of N.Y. v. First Millennium, Inc. , 607 F.3d 905, 922 (2d Cir. 2010) ). To survive dismissal for failure to state a claim pursuant to Rule 12(b)(6), a complaint must plead "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A claim is plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Matson v. Bd. of Educ. , 631 F.3d 57, 63 (2d Cir. 2011) (quoting Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) ). The court must "accept all ‘well-pleaded factual allegations’ in the complaint as true ... [and] ‘construe all reasonable inferences that can be drawn from the complaint in the light most favorable to the plaintiff.’ " Lynch v. City of New York , 952 F.3d 67, 74-75 (2d Cir. 2020) (first quoting Iqbal , 556 U.S. at 679, 129 S.Ct. 1937 ; then quoting Arar v. Ashcroft , 585 F.3d 559, 567 (2d Cir. 2009) ). However, "labels and conclusions" or "formulaic recitation[s] of the elements of a cause of action will not do," and dismissal is proper where "the allegations in a complaint, however true, could not raise a claim of entitlement to relief." Twombly , 550 U.S. at 555, 558, 127 S.Ct. 1955. The court is "not bound to accept as true a legal conclusion couched as a factual allegation." Iqbal , 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly , 550 U.S. at 555, 127 S.Ct. 1955 ).

BACKGROUND

I. Factual Background³

A. The Vessel and Plaintiffs’ Issues with the Vessel

On or about August 19, 2014, Plaintiffs purchased a 2014 Sea Ray 300 SLX, HIN SERV2227A414 (the "vessel") from MarineMax Northeast LLC. Compl. ¶ 13. The purchase price of $165,780.00, plus interest, taxes, and fees, was financed through MarineMax. Id. ¶ 14.⁴ The vessel was sold as new. Id. ¶ 14.⁵ The vessel was equipped with engines manufactured by Mercury Marine. Id. ¶ 16.

After the vessel's purchase, and commencing sometime in or about late September or early November of 2014, and continually thereafter, Plaintiffs experienced "nothing but problems, mechanical and otherwise, with the vessel." Id. ¶ 17. The "multitude of issues" with the vessel included, but were not limited to, "throttle, transmission and gear box issues, faulty sensors, faulty fuel lines, electrical, battery and alternator issues, power trim issues, water pump an[d] overheating issues, loss of power engine misfiring and exhaust issues, as well as manifold and riser gasket issues." Id. ¶ 18. The vessel "also apparently suffered from defective upholstery as the surface thereof developed unsightly spots of a pinkish hue all over the white upholstery." Id. The vessel also was "plagued with general poor performance which grew increasingly notable season after season." Id. ¶ 19. Plaintiffs allege that these issues gravely diminished the value of the vessel and deprived Plaintiffs of the use and enjoyment of the vessel that they bargained for and prohibited Plaintiffs from utilizing the vessel for its intended and basic purpose. Id. ¶ 20.

Despite repeated demands by Plaintiffs, Defendants failed or refused to adequately rectify many of the issues plaguing the vessel. Id. ¶ 21. On or about July 19, 2019, Plaintiffs traded in the vessel at a substantial loss. Id. ¶ 22.

B. Relevant Agreements and Provisions

1. The Purchase Agreement

Plaintiffs purchased the vessel pursuant to a contract for the purchase and sale of the vessel, entered into by Plaintiffs and the MarineMax Defendants (the "Purchase Agreement"). See Compl. ¶ 77; Defs.’ Ex. C (the Purchase Agreement), ECF No. 24-3.⁶

The front page of the two-page Purchase Agreement states, in relevant part:

BUYER ACKNOWLEDGES RECEIVING A FULLY COMPLETED COPY OF THIS AGREEMENT. BUYER ACKNOWLEDGES READING AND UNDERSTANDING ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS AGREEMENT.

SEE THE REVERSE SIDE OF THIS AGREEMENT FOR IMPORTANT INFORMATION REGARDING LIMITATIONS OF WARRANTIES.

Purchase Agreement at 1 (emphasis in original). These statements appear directly above a pair of signature lines reflecting the signature of each Plaintiff. See id.

The reverse side of the Purchase Agreement states, under the header "ADDITIONAL TERMS AND CONDITIONS ," in relevant part:

1. MANUFACTURER'S WARRANTY. The boat, motor and accessories sold pursuant to this Agreement are only subject to applicable manufacturer's warranties, if any, except as otherwise expressly provided in this Agreement.

2. DISCLAIMER OF WARRANTIES: THE BOAT, MOTOR AND ACCESSORIES BEING PURCHASED PURSUANT TO THIS AGREEMENT ARE SOLD BY SELLER "AS IS" AND SELLER MAKES NO WARRANTIES ON ITS OWN BEHALF, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, unless Seller gives Buyer a written warranty on its own behalf or Seller enters into a service contract in connection with this sale or within 90 days of sale. If Seller gives Buyer a written warranty on its own behalf or enters into a service contract in connection with this sale or within 90 days of sale, then any implied warranties shall be limited in duration to the duration of Seller's written warranty

or service contract. IN ALL CASES, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE BREACH OF THIS AGREEMENT, ANY EXPRESS OR IMPLIED WARRANTY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ...

8. ENTIRE AGREEMENT. This agreement constitutes the entire agreement between the parties and no other verbal, written or printed representations, claims or inducements are incorporated into this Agreement, unless in writing and signed by both parties. This Agreement supersedes any prior Purchase Agreements between Buyer and Seller for the purchase of a boat, motor and/or accessories that had not been consummated. Except as specifically set forth in this Agreement, Seller disclaims any representations or statements by any agents, employees or representatives, whether verbal or in writing, in advertisements or brochures, and Buyer has not relied upon any such representations or statements.

9. ATTORNEY'S FEES. In the event it is necessary for Seller to employ an attorney to enforce any of the terms of this Agreement or to defend any lawsuit arising out of this Agreement, then Buyer shall pay all of Seller's costs, including reasonable attorney fees, whether

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