United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON DEFENDANT’S MOTION FOR SUMMARY JUDGMENT
F. Dennis Saylor IV United States District Judge
This is an action for replevin and conversion involving a manufacturer’s loan of a construction crane to a potential customer. Jurisdiction is based on diversity of citizenship. Plaintiff SANY America, Inc. loaned a crane to defendant Turner Brothers, LLC, a construction contractor, for demonstration purposes. SANY attempted to sell the crane to Turner and continued to allow Turner to use it during their negotiations. However, the parties failed to reach a sales agreement due to a disagreement over the crane’s price.
After the negotiations ended, SANY asked Turner for the crane’s location in order to arrange retrieval. However, before SANY retrieved the crane from Turner, it was severely damaged while being operated at Turner’s construction site. After removing the inoperable crane from the site at its own expense, Turner notified SANY that it expected compensation for the transportation expenses. When SANY refused to pay those expenses, Turner refused to return the crane, held it as security for the transportation costs, and began to invoice SANY for daily storage costs.
SANY brought suit against Turner for replevin and conversion, and Turner counterclaimed for declaratory judgment and for damages pursuant to Mass. Gen. Laws ch. 106, § 2-711. Turner has moved for summary judgment on SANY’s replevin and conversion claims. For the following reasons, the motion will be denied.
The parties agree on nearly all of the material facts. Accordingly, the following facts are either undisputed or where noted, drawn in the light most favorable to SANY, the non-moving party.
A. Factual Background
SANY America, Inc. is a crane manufacturer incorporated in Delaware with a principal place of business in Georgia. (Am. Compl. ¶ 1). Turner Brothers, LLC is a Massachusetts-based contractor that uses cranes and other heavy equipment for construction projects. (Turner Aff. ¶ 2).
In August 2012, Turner purchased a forty-ton crane from SANY through a third-party dealer. (Id. at ¶ 4). After that purchase, Turner also discussed with SANY the potential purchase of a larger crane. (Id.). In September 2012, SANY loaned Turner a larger crane to use for demonstration purposes. (Am. Compl. ¶¶ 13-14). SANY hoped to ultimately sell the larger crane to Turner. (Id. at ¶ 15).
The parties orally agreed to the loan and did not draft a written contract. (Turner Aff. ¶ 4). They did not discuss the length of the demonstration period or any restrictions on Turner’s use of the crane. (Id.). Turner used the crane for about a year while negotiating a potential purchase price with SANY. (Id. at ¶ 6).
Turner never accepted an offer to purchase the crane, and in November 2013, SANY and Turner ended their negotiations due to a price dispute. (Id. at ¶ 7). Nonetheless, SANY allowed Turner to continue using the crane for demonstration purposes even after the negotiations ended. (Id. at ¶ 9).
On June 5, 2014, SANY notified Turner that it wished to retrieve the crane, and it asked for the crane’s location in order to arrange a pickup. (Id. at ¶ 10). However, SANY did not direct Turner to stop using the crane. (Id.).
Six days later, but before the parties finalized retrieval arrangements, the crane was damaged while being operated at a Turner construction site in Revere, Massachusetts. (Id. at ¶ 11). The damage rendered the crane inoperable. (Id.). Turner immediately notified SANY of the damage and requested that SANY promptly remove the crane from the construction site. (Id.).
SANY responded on June 16, stating that it intended to hold Turner responsible for the cost of removing and storing the crane until it could arrange retrieval. (Id. at ¶ 13, Ex. G). Turner responded by demanding that SANY remove the crane from the construction site at its own cost. (Walsh Aff. ¶ 2, Ex. A). On June 19, SANY rejected Turner’s demand to remove the crane. (Id., Ex. B). A day later, Turner notified SANY that, according to its interpretation of the Uniform Commercial Code, a seller who provides a buyer with goods on a demonstration basis has engaged in a “sale on approval, ” and therefore SANY bore the risk of loss until the buyer’s acceptance. (Id., Ex. C). Turner then transported the crane to a facility in Raynham, Massachusetts, and notified SANY that it would be billed for the transportation and daily storage costs. (Id.).
Turner incurred $13, 875 in removal and transportation costs. (Id.). On June 26, Turner billed SANY for those costs, and informed SANY that it intended to hold the crane as security to ensure payment. (Id. at ¶ 3, Ex. D). SANY did not pay Turner for the transportation costs, and instead continued to demand that Turner return the crane. (Turner Aff. ¶ 16; Walsh Aff. ¶ 4, Ex. E). Turner has refused to return the crane to SANY and has charged it $150 per day for storage costs. (Id.).
B. Procedural Background
SANY filed its original complaint in this matter on February 26, 2015, and it amended the complaint on May 26, 2015. The amended complaint asserts claims for replevin and conversion. In response, Turner counterclaimed, seeking a declaratory ...