United States District Court, S.D. Illinois
STEVE WILLIAMSON and RHONDA CHRISTINE LEMASTER, On Behalf of Themselves and All Others Similarly Situated, Plaintiffs,
S.A. GEAR COMPANY, INC., AUTOZONE, INC., AUTOZONE PARTS, INC., and AUTOZONE STORES, INC., Defendants.
MEMORANDUM AND ORDER
M. YANDLE United States District Judge.
the Court is Defendants' Motion to Dismiss
Plaintiffs' First Amended Complaint for Failure to State
a Claim (Doc. 44). Plaintiffs filed a response (Doc. 50). For
the following reasons, the motion is GRANTED in part and
DENIED in part.
Steve Williamson and Rhonda Christine LeMaster
(“Plaintiffs”), filed this action against
Defendants S.A. Gear Company, Inc., Autozone, Inc., Autozone
Parts, Inc., and Autozone Stores, Inc.
(“Defendants”) alleging that the Defendants
manufactured, distributed, advertised, and/or sold defective
timing chain tensioners (“the Part”) (Doc. 35).
Plaintiffs maintain that the Part, intended and marketed for
use as a replacement part in certain Chrysler engines, was
defective, prone to failure and otherwise unsuitable for such
use. They allege that Defendants failed to disclose that the
Part was defective and, instead, knowingly sold and or
promoted the defective Part into the stream of interstate
commerce, knowing consumers would install the Part into their
vehicles. Plaintiffs further allege that due to
Defendants' misrepresentations and concealment of
material information regarding the Part, its defects and its
propensity to fail, the Part was not appropriate for its
intended and marketed use and was not worth the purchase
price paid by Plaintiffs and the Class.
Amended Complaint sets forth the following causes of action
on behalf of themselves and all others similarly situated:
Count I - violations of the Magnuson-Moss Warranty Act; Count
II - breach of express warranty; Count III - breach of
implied warranty - merchantability; Count IV - breach of
implied warranty - fitness for a particular purpose; Count V
- violation of Illinois Consumer Fraud and Deceptive
Practices Act; Count VI - common law fraud; Count VII -
fraudulent concealment; Count VIII - violation of the
Racketeer Influence and Corrupt Organization Act, 18 U.S.C.
§ 1962(c) and (d); Count IX - strict product liability -
design defect; Count X - strict product liability -
manufacturing defect; Count XI - strict product liability -
failure to warn; Count XII - negligence; Count XIII -
negligent misrepresentation; Count XIV - breach of contract;
and Count XV - unjust enrichment. Defendants move to dismiss
each count of the Amended Complaint pursuant to Federal Rule
of Civil Procedure 12(b)(6) for failure to state a claim.
survive a motion to dismiss for failure to state a claim
under Rule 12(b)(6), a complaint must “state a claim to
relief that is plausible on its face.” Lodholtz v.
York Risk Servs. Group, Inc., 778 F.3d 635, 639 (7th
Cir. 2015) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 570 (2007)). “A claim has facial plausibility
when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009). The Court draws all
reasonable inferences and facts in favor of the nonmovant.
See Vesely v. Armslist LLC, 762 F.3d 661, 664 (7th
Cir. 2014). Under Rule 8(a)(2), a complaint must include
“a short and plain statement of the claim showing that
the pleader is entitled to relief.” Fed.R.Civ.P.
8(a)(2). The short and plain statement under Rule 8(a)(2)
must “give the defendant fair notice of what the claim
is and the grounds upon which it rests.”
Twombly, 550 U.S. at 555 (citation omitted).
Rule 9(b), a party pleading fraud must “state with
particularity the circumstances constituting fraud.”
Fed.R.Civ.P. 9(b). This “ordinarily requires describing
the 'who, what, when, where, and how' of the fraud,
although the exact level of particularity that is required
will necessarily differ based on the facts of the
case.” AnchorBank, FSB v. Hofer, 649 F.3d 610,
614 (7th Cir. 2011).
contend that Plaintiffs' claims must be dismissed on
(1) Plaintiffs' breach of written warranty claims fail
because there were no written warranties provided with the
Part and any alleged warranties at issue neither promised
that the material/workmanship was defect free nor included a
specified time period; (2) Plaintiffs' breach of implied
warranty claims fail as to Defendant SA Gear, Inc. due to
lack of privity; (3) Plaintiffs did not adequately support
their Illinois Consumer Fraud Act claim with particularity;
(4) Plaintiffs did not sufficiently plead their fraud or
fraudulent concealment claims; (5) Plaintiffs fail to
demonstrate a crime, criminal enterprise or pattern of
racketeering activity to establish a RICO claim; (6)
Plaintiffs' allegations fail to establish what purported
defect existed with the Part at the time of purchase and
Plaintiffs have not demonstrated that the manufacturer did
not disclose an unreasonably dangerous condition or instruct
on the proper use of the product; (7) Plaintiffs'
negligence claims are barred under the Moorman
doctrine; (8) Plaintiffs fail to demonstrate the existence of
a valid and enforceable contract with the Defendants; and (9)
Plaintiffs have not sufficiently pled unjust enrichment nor
allege that they have no adequate remedy at law.
of Written Warranty Claims (Counts I and II)
Counts I and II, Plaintiffs allege claims for breach of
express warranty under Illinois law and the Magnuson-Moss
Warranty Act (“MMWA”). Defendants assert that
Plaintiffs have failed to state a claim for breach of a
written warranty because the statements identified by
Plaintiffs are mere “product descriptions” or
advertising that the Part met or exceeded OE performance and
any such statements were puffing which do not constitute
warranties under either Illinois law or the MMWA.
Section 2-313 of the Uniform Commercial Code
(“UCC”), an express warranty is created where (1)
the seller makes an affirmation of fact or promise; (2) that
relates to the goods; and (3) becomes part of the basis of
the bargain between the parties. See Royal Bus. Mach.,
Inc. v. Lorraine Corp., 633 F.2d 34, 41 (7th Cir. 1980).
“An affirmation merely of the value of the goods or a
statement purporting to be merely the seller's opinion or
commendation of the goods does not create a warranty.”
810 IL.C.S. 5/2-313(2) (2012). Thus, “[s]ales talk
which relates only to the value of the goods or the
seller's personal opinion or commendation of the goods is
considered puffing and is not binding on the seller.”
Redmac, Inc. v. Computerland of Peoria, 489 N.E.2d
380, 382 (3rd Dist. 1986); All-Tech Telecom, Inc. v.
Amway Corp., 174 F.3d 862, 868 (7th Cir. 1999)
(statements are puffing if they are “empty superlatives
on which no reasonable person would rely.”). The
question of whether a statement constitutes an express
warranty or mere puffery is generally considered a question
of fact. Redmac, Inc., 489 N.E.2d at 382; 810
I.L.C.S. 5/2-313, cmt. 3.
Plaintiffs allege that Defendants made several affirmations
of fact and promises with respect the Part, including but not
limited to “its specifications, quality, and proper
uses… these affirmations of fact and promises became a
part of the basis of the bargain with Plaintiffs and the
Class members” (Doc. 35, ¶¶ 33-39).
Plaintiffs further allege that the Defendants warranted,
among other things, that the Part was “precision
machined with high grade material for greater strength and
durability, ” that the Part met or exceeded “OEM
specifications in manufacturing and material, ” that
the Part maintained “excellent chin or belt tension,
” and that the Part was “engineered to meet or
exceed OE performance” (Doc. 35, ¶¶ 33-39).
Plaintiffs also allege that Defendants' representation
that the Part conforms to OEM standards and/or specifications
is a representation that the Part will perform adequately for
a specified period of time (for example, upon information and
belief, it is the standards and specifications of OEM
Chrysler that timing chain tensioners will perform adequately
for a period of at least three years.” (Doc. 35, ¶
on these allegations, Plaintiffs have sufficiently stated a
claim for breach of written warranty to survive a motion to
dismiss. Whether Defendants' statement that the Part met
or exceeded OE performance is an affirmation of fact or
promise is a question of fact that cannot be resolved on a
motion to dismiss. Redmac, Inc., 489 N.E.2d at 382;
810 Ill. Comp. Stat. 5/2-313, cmt. 3. Accordingly,
Defendants' motion to dismiss Plaintiffs' breach of
written warranty claim under Illinois law is denied.
MMWA is a remedial statute designed to protect consumers
against deceptive warranty practices.” Anderson v.
Gulf Stream Coach, Inc., 662 F.3d 775, 780 (7th Cir.
2011) (citing Skelton v. Gen. Motors Corp., 660 F.2d
311, 313 (7th Cir. 1981)). The MMWA “provides a federal
private cause of action for a warrantor's failure to
comply with the terms of a ‘written warranty, implied
warranty or service contract.” Anderson, 662
F.3d at 780 (quoting Voelker v. Porsche Cars N. Am.,
Inc., 353 F.3d 516, 522 (7th Cir. 2003). The MMWA
defines a written warranty as:
(A) any written affirmation of fact or written promise made
in connection with the sale of a consumer product by a
supplier to a buyer which relates to the nature of the
material or workmanship and affirms or promises that such
material or workmanship is defect free or will meet a
specified level of performance over a specified period of
(B) any undertaking in writing in connection with the sale by
a supplier of a consumer product to refund, repair, replace,
or take other remedial action with respect to such product in
the event that such product fails to meet the specifications
set forth in the undertaking, which written affirmation,
promise, or undertaking becomes part of the basis of the
bargain between a supplier and a buyer for purposes other
than resale of such product.
15 U.S.C. § 2301.
maintain that as the written warranties upon which Plaintiffs
base their claim under the MMWA (Count I) are identical to
the written warranties alleged in Count II, Plaintiffs'
MMWA claim fails for the same reasons their written warranty
claims in Count I fail. However, as the Court found with
respect to the complaint allegations in Count II, and for the
same reasons, Plaintiff has sufficiently stated a claim under
the above-referenced MMWA standards for breach of ...