Heard: May 2, 2016
of a question of law to the Supreme Judicial Court by the
United States Court of Appeals for the First Circuit.
E. Curtis, Jr., for the plaintiff.
Christopher S. Williams for the defendant.
Present: Gants, C.J., Spina, Cordy, Botsford, Duffly, Lenk,
& Hines, JJ.
plaintiff, Limoliner, Inc. (Limoliner), owns and operates a
fleet of luxury motor coaches. In 2011, it hired the
defendant, Dattco, Inc. (Dattco), to perform repair work on
one those of vehicles, verbally requesting certain specific
repairs. The defendant recorded most of those requests in
writing, but failed to write down the plaintiff's request
to repair one of the vehicle's key electrical components.
The defendant then failed to make any repairs to that
component. Thereafter, the plaintiff commenced an action in
the Superior Court, alleging, among other things, that, by
not recording the plaintiff's verbal request in writing,
the defendant had violated G. L. c. 93A, § 2 (a.), as
interpreted by 940 Code Mass. Regs. § 5.05(2) (1993)
("unfair or deceptive act" for automobile repair
shop not to record in writing specific repairs requested by
customer). The case was removed to the United States District
Court for the District of Massachusetts on the basis of
diversity jurisdiction. Following a jury-waived trial, a
magistrate judge rejected the plaintiff's claim under 940
Code Mass. Regs. § 5.05(2), concluding that the
regulation applied only to consumer transactions, and not to
transactions where the customer is another business. The
plaintiff appealed, and the United States Court of Appeals
for the First Circuit certified to us the following question:
"Does 940 [Code Mass. Regs.] § 5.05 apply to
transactions in which the customer is a business
conclude that this regulation does apply to transactions in
which the customer is a business entity and, accordingly,
answer "yes" to the certified question.
set forth below the relevant background and procedural
history of the case contained in the [decision of] the First
Circuit [certifying a question to this court], occasionally
supplemented by undisputed information in the record."
Insurance Co. of the State of Pa. v. Great N. Ins.
Co., 473 Mass. 745, 746 (2016). See Limoliner, Inc. v.
Dattco, Inc., 809 F.3d 33 (1st Cir. 2016)
is a Massachusetts corporation that operates a fleet of
luxury motor coaches. Id at 34. Dattco is a
Connecticut corporation that repairs motor vehicles,
including buses and coaches. Id. at 34-35. In May,
2011, representatives of Limoliner met with representatives
of Dattco regarding one of Limoliner's motor coaches,
which was in need of extensive repairs. Id. at 35.
At this meeting, Limoliner verbally requested that Dattco
repair, among other things, the vehicle's inverter. The
inverter is "an important component of LimoLiner's
vehicles" because it converts power generated by the
vehicle into a form usable by passengers, who may plug their
electronic devices into onboard outlets. Dattco agreed to
make the necessary repairs, including those to the inverter.
Id. Following this meeting, Dattco generated a
written list of repairs that did not include the inverter.
August, 2011, repairs to the motor coach -- including to the
inverter -- were not yet complete, and Limoliner "became
concerned about the time Dattco was taking to repair the
vehicle." Id. Later that month, Dattco informed
Limoliner that the vehicle was ready to be picked up,
although the inverter had not yet been fixed. Id.
Dattco sent Limoliner an invoice for $10, 404, which
Limoliner refused to pay. Id. Dattco, however,
"would not return [the vehicle] without payment of its
October, 2011, Limoliner commenced this action in the
Superior Court, asserting claims for breach of contract,
misrepresentation, negligence, and replevin. Id. It
also asserted a claim pursuant to G. L. c. 93A, § 2
(a.), alleging that Dattco had engaged in an "unfair or
deceptive act[ ] or practice" by failing to record in
writing, as required by 940 Code Mass. Regs. § 5.05,
Limoliner's verbal request for inverter
work. Id. at 36. After removing the
case to Federal court on the basis of diversity jurisdiction,
the defendant asserted counterclaims for breach of contract
and quantum meruit. Id. at 35.
a jury-waived trial, a magistrate judge found for Limoliner
on the breach of contract claim. She found for Dattco on
Limoliner's remaining claims, as well as on the
counterclaim for quantum meruit. Id. at 36. In
rejecting Limoliner's regulatory claim under 940 Code
Mass. Regs. § 5.05, the judge concluded that the
provision at issue did not apply to disputes between
businesses, and that, accordingly, Limoliner was not entitled
to relief. Id.
appealed from various aspects of the decision. The United
States Court of Appeals for the First Circuit affirmed the
judgment, except with respect to the regulatory claim.
Id. at 42. On ...