In late March 2017, a Federal court in Illinois granted summary judgment for a luxury car auctioneer in a disgruntled buyer’s lawsuit premised on a claimed fake Corvette.
The Corvette aficionado plaintiff in Pardo v. Mecum Auction, Inc., 2017 WL 1217198 alleged the auction company misrepresented that a cobbled-together 1964 Corvette was a new 1967 Corvette – the vehicle plaintiff thought he was buying. Plaintiff’s suit sounded in common law fraud and breach of contract. The Court previously dismissed the fraud suit and later granted summary judgment for the defendant on the plaintiff’s breach of contract claim.
The Court dismissed the fraud suit based on “non-reliance” and “as-is” language in the contract. Since reliance is a required fraud element, the non-reliance clause preemptively gutted the plaintiff’s fraud count.
Denying the plaintiff’s motion to reconsider, the Court noted that an Illinois fraud claimant cannot allege he relied on a false statement when the same writing provides he’s buying something in as-is condition. The non-reliance/as-is disclaimer also neutralizes a fraud claim based on oral statements and defeats breach of express and implied warranty claims aimed at misstatements concerning a product.
By attaching the contract which contained the non-reliance language, the plaintiff couldn’t prove his reliance as a matter of law.
The Court found for the defendant on plaintiff’s breach of contract claim. The plaintiff’s operative Second Amended Complaint alleged the auction company breached a title processing section of the contract: that it failed to timely deliver title to the vehicle to the plaintiff.
The Court sided with the auction company based on basic contract interpretation rules. All the contract required was that the defendant “process” the title within 14 business days of the sale. It didn’t saddle the defendant with an obligation to deliver the title to a specific person. Since the evidence in the record revealed that the defendant did process and transfer the title to a third party within the 14-day time frame, plaintiff could not prove that defendant breached the sales contract.
The plaintiff also couldn’t prove damages – another indispensable breach of contract element. That is, even if the auction company failed to process the title, the plaintiff didn’t show that it suffered any damages. The crux of the plaintiff’s lawsuit was that it was sold a car that differed from what was advertised. Whether the defendant complied with the 14-day title processing requirement had nothing to do with plaintiff’s alleged damages.
Since the plaintiff could not offer evidence to support its breach and damages components of its breach of contract action, the Court granted summary judgment for the defendant.
Lastly, the Court rejected plaintiff’s rescission remedy argument – that the contract should be rescinded for defendant’s fraud and failure to perform.
The Court’s ruling that the defendant performed in accordance with the title processing language defeated plaintiff’s nonperformance argument. In addition, the Court prior dismissal of the plaintiff’s fraud claim based on the contractual non-reliance language knocked out the rescission-based-on-fraud argument.
Non-reliance or “as is” contract text will make it hard if not impossible to allege fraud in connection with the sale of personal property;
A breach of contract carries the burden of proof on both breach and damages elements. The failure to prove either one is fatal to a breach of contract claim.
In hindsight, the plaintiff should have premised its breach of contract claim on the defendant’s failure to deliver a car different from what was promoted. This arguably would have given the plaintiff a “hook” to keep its breach of contract suit alive and survive summary judgment.