Hall v. Certified Luxury Auto ( 2021 )

NOTICE: NOT FOR OFFICIAL PUBLICATION.
UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL
AND MAY BE CITED ONLY AS AUTHORIZED BY RULE.
IN THE
ARIZONA COURT OF APPEALS
DIVISION ONE
JENNIE HALL,
Plaintiff/Appellant,
v.
CERTIFIED LUXURY AUTO INC.,
Defendant/Appellee.
No. 1 CA-CV 20-0519
FILED 10-26-2021
Appeal from the Superior Court in Maricopa County
No. CV2019-095980
The Honorable Tracey Westerhausen, Judge
AFFIRMED
COUNSEL
Thompson Consumer Law Group, PLLC, Scottsdale
By Russell Snow Thompson, IV
Counsel for Plaintiff/Appellant
Elley Law, PLC, Gilbert
By Richard D. Elley
Counsel for Defendant/Appellee
HALL v. CERTIFIED LUXURY AUTO
Decision of the Court
MEMORANDUM DECISION
Judge David D. Weinzweig delivered the decision of the Court, in which
Presiding Judge Peter B. Swann and Judge Paul J. McMurdie joined.
W E I N Z W E I G, Judge:
¶1 Jennie Hall appeals the superior court’s order granting
Certified Luxury Auto Inc.’s motion to dismiss. We affirm.
FACTS AND PROCEDURAL BACKGROUND
¶2 Hall bought a used car from Certified Luxury Auto (“Dealer”)
in February 2019, signing a six-page Retail Installment Contract and
Security Agreement (“Contract”) that described and limited the available
warranties.
¶3 On page one, the Contract extended the “Arizona Used Motor
Vehicle Warranty,” explaining, in bold print, that the Dealer “warrants that
this Vehicle will be fit for the ordinary purposes for which the Vehicle is
used for 15 days or 500 miles after delivery, whichever is earlier, except
with regard to particular defects disclosed on the first page of this
agreement.”
¶4 On page two, the Contract excluded all other warranties
“[u]nless the [Dealer] makes a written warranty or enters into a service
contract within 90 days from the date of this contract,” adding “that the
[Dealer] is selling the Vehicle as is—not expressly warranted or guaranteed
and without implied warranties of merchantability (except as described
above) or fitness for a particular purpose.”
¶5 On page five, under “Notices,” the Contract stated, “[t]he
information you see on the window form for this vehicle is part of this
contract. Information on the window form overrides any contrary
provisions in the contract of sale.” The window sticker, in turn, advised
that the vehicle was for sale “AS IS – NO DEALER WARRANTY,” adding
“YOU WILL PAY ALL COSTS FOR ANY REPAIRS. The Dealer assumes
no responsibility for any repairs regardless of any oral statements about the
vehicle.”
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HALL v. CERTIFIED LUXURY AUTO
Decision of the Court
¶6 Ten months after buying the used car, Hall sued the Dealer to
void “the transaction,” alleging the “window sticker violate[d] A.R.S. § 44-
1267(B) by impermissibly waiving or attempting to waive the implied
warranty of merchantability.” Hall’s complaint did not allege that she
asked the Dealer to honor the 15-day/500-mile warranty or that the Dealer
refused to honor the warranty. The superior court granted the Dealer’s
motion to dismiss, reasoning that the Contract’s “as is” language did not
exclude the minimum 15-day or 500-mile warranty but excluded all
warranties beyond that statutory minimum. Hall appeals. We have
jurisdiction. See A.R.S. §§ 12-2101(A), -120.21.
DISCUSSION
¶7 We review de novo the dismissal of a complaint under Rule
12(b)(6), assuming the truth of all well-pled factual allegations in the
complaint. Baker v. Rolnick, 210 Ariz. 321, 324, ¶ 14 (App. 2005). Statutory
interpretation and contract interpretation are questions of law we review
de novo. Duff v. Lee, 250 Ariz. 135, 138, ¶ 11 (2020); Grosvenor Holdings, L.C.
v. Figueroa, 222 Ariz. 588, 593, ¶ 9 (App. 2009).
¶8 Arizona law recognizes an implied warranty of
merchantability on all used motor vehicle sales. See A.R.S. § 44-1267(B).
This statute requires motor vehicle dealers to inform buyers of the
warranty:
An agreement for the sale of a used motor vehicle by a used
motor vehicle dealer is voidable at the option of the purchaser
unless it contains on its face the following conspicuous
statement printed in bold-faced ten point or larger type set off
from the body of the agreement:
The seller hereby warrants that this vehicle will be fit
for the ordinary purposes for which the vehicle is used
for 15 days or 500 miles after delivery, whichever is
earlier, except with regard to particular defects
disclosed on the first page of this agreement. You (the
purchaser) will have to pay up to $25.00 for each of the
first two repairs if the warranty is violated.
A.R.S. § 44-1267(G). Moreover, “[a]n attempt to exclude, modify or
disclaim the implied warranty of merchantability or to limit the remedies
for a breach of that warranty, except as otherwise provided in this section,
in violation of this subsection renders a purchase agreement voidable at the
option of the purchaser.” A.R.S. § 44-1267(B).
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HALL v. CERTIFIED LUXURY AUTO
Decision of the Court
¶9 Hall’s claim was appropriately dismissed on a Rule 12(b)(6)
motion because the Contract did not attempt to exclude or disclaim the
implied warranty of merchantability on used vehicles. Arizona courts
interpret contract “provisions according to their plain and ordinary
meaning” and “in the context of the entire contract.” See Terrell v. Torres,
248 Ariz. 47, 49-50, ¶ 14 (2020) (quoting Climate Control, Inc. v. Hill, 86 Ariz.
180, 188 (1959)) (“A clause in a contract, if taken by itself, often admits of
two meanings, when from the whole contract there is no reasonable doubt
as to the sense in which the parties use it.”).
¶10 On its face, the Contract extended the mandatory limited
warranty to Hall, parroting the “conspicuous statement” required under
A.R.S. § 44-1267(G). The Contract then disclaimed all warranties, but
preserved the mandatory limited warranty “described above for used
vehicles.”
¶11 Nor did the window sticker exclude the limited warranty
required under § 44-1267. Though the window sticker advised Hall the car
was being sold “as is” with “no dealer warranty,” the Contract explained
what that meant. In particular, after extending the mandatory warranty on
page one, the Contract explained on page two: “Making no warranties
means that the Seller is selling the Vehicle as is – not expressly warranted
or guaranteed and without implied warranties of merchantability (except as
described above) or fitness for a particular purpose.”
¶12 Reading the provisions in harmony, the Contract recognizes
the implied warranty required for used cars under § 44-1267 but excludes
any warranties beyond that statutory minimum. See Lemons v. Showcase
Motors, Inc., 207 Ariz. 537, 539, ¶ 8 (App. 2004) (“As a general rule, an ‘as is’
sale excludes such a warranty after the statutory fifteen-day and 500–mile
limits.”).
¶13 Hall also argues her complaint should not have been
dismissed on a Rule 12(b)(6) motion because she alleged the Dealer
“attempted to waive the implied warranty of merchantability by way of [a
window sticker],” and the superior court was required “to accept [her]
allegation of fact.” Not so. Arizona courts assume the truth of all well-pled,
material allegations in a complaint, but “do not accept as true allegations
consisting of conclusions of law, inferences or deductions that are not
necessarily implied by well-pleaded facts, unreasonable inferences or
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HALL v. CERTIFIED LUXURY AUTO
Decision of the Court
unsupported conclusions from such facts, or legal conclusions alleged as
facts.” See Jeter v. Mayo Clinic Ariz., 211 Ariz. 386, 389, ¶ 4 (App. 2005).1
CONCLUSION
¶14 We affirm. Dealer seeks an award of attorney fees on appeal
under A.R.S. § 12-341, which we deny in our discretion. We grant the
Dealer its taxable costs on appeal subject to compliance with ARCAP 21.
AMY M. WOOD • Clerk of the Court
FILED: JT
1 Given our interpretation of the Contract, we do not address Hall’s
argument on the significance of federal regulations when a window sticker
and sales agreement have “contrary language.”
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