The Uniform Commercial Code May Not Be So Uniform After All: Looking to the U.C.C. as a Defense to Class Certification
The Uniform Commercial Code (U.C.C.). You know the one. That sectioned charter originally enacted with the goal of unifying the laws governing sales and commercial transactions across all 50 states, the District of Columbia and the U.S. territories? The one that provides recommendations to the states as to the laws that each particular state should adopt? It turns out that –even for all of the states that have adopted the UCC--the “uniform” part of the Code’s title might just be a misnomer . . . and one that might actually provide a defense to businesses defending against class certification.
The United States District Court for the Northern District of Ohio recently suggested such a class certification defense in an Opinion and Order which limited nationwide class certification sought by Plainitffs for express warranty claims and which limited 30-state certification for implied warranty claims. In Chapman v. Tristar Products, Inc. (2017 WL 1433259), Plaintiffs (named Plaintiffs from Ohio, Pennsylvania and Colorado) sought class certification for five separate classes based on the “worthless”ness of Defendant’s pressure cookers and sought class-wide return of the cookers’ purchase price. The parties agreed from the outset that individual state laws controlled the express and implied warranty claims. In determining whether to certify larger classes outside of Plaintiffs’ own individual states, the Court assessed whether Plaintiffs had satisfied Federal Rule of Civil Procedure 23’s numerosity, commonality, typicality, and adequacy requirements.
In ruling against nationwide certification for express warranty claims and mutli-state certification for implied warranty of merchantability claims, the Court in Chapman specifically pointed to the at least three distinct approaches are used amongst the 50 states to determine whether a seller’s promise is the basis of the bargain sufficient to form an express warranty. Certain of the states even require individual reliance for express warranty plaintiffs. The Court further found that individualized state-law reliance questions predominated over the Plaintiffs’ nationwide express warranty claims.
Of particular note is that the Court disagreed with Plaintiffs argument that common questions of law predominated simply because the 50 states had adopted §2-313 of the U.C.C. in a sufficiently uniform manner. The Court made a point of challenging the “uniform”ness of the UCC and noted that although the 50 states had adopted U.C.C. §2-313, the Code’s application varied from state to state “because the states have enacted and judicially interpreted §2-313 in different ways.” Though the Court acknowledged that certification is not impermissible simply because questions specific to individual members remain after common questions of defendant’s liability have been resolved, the Court ultimately went on to stress that “when ‘more than a few of the laws of the fifty states differ,’ certification is inappropriate because ‘the district judge would face an impossible task of instructing a jury on the relevant law.’” The Court further went on to quote Justice Ginsburg’s own stance on the issue: “the Uniform Commercial Code is not Uniform.”
Though the Court in Chapman also tended to Plaintiffs' motions for class certification in Ohio, Pennsylvania and Colorado on issues of strict liability, negligence, unjust enrichment and multi-state violations of state product liability acts, it is the Court's focus on individual states' applicability of their U.C.C. counterparts as a denial of class certification which holds the greatest significance. In ruling as it did, the Chapman court may have ultimately given deference to an oft-unused defense to class certification, one that calls for a case-by-case evaluation of each state’s application of its U.C.C. counterpart. Parties defending against class certification can be aptly prepared by being able to offer the Court state-by-state summaries of not just the state’s U.C.C. counterpart but the existence of known applicability examples.
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