RACHEL C. WILLIAMS, on behalf of herself and others similarly situated, Plaintiff, Appellant,
AMERICAN HONDA FINANCE CORPORATION, Defendant, Appellee.
FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS [Hon. Leo T. Sorokin, U.S. District Judge]
[Hon. Jennifer C. Boal, U.S. Magistrate Judge]
Roddy, with whom Elizabeth Ryan, Bailey & Glasser LLP,
Steven R. Striffler, and Law Office of Steven R. Striffler
were on brief, for appellant.
T. Rossman, National Consumer Law Center, and Jennifer P.
Nelson on brief for National Consumer Law Center, amicus
curiae in support of appellant.
S. Mattson, with whom Daniel R. Thies, Sidley Austin LLP,
Tracy M. Waugh, and Wilson Elser Moskowitz Edelman &
Dicker, LLP were on brief, for appellee.
Torruella, Thompson, and Kayatta, Circuit Judges.
Honda Finance Corporation ("Honda") loaned Rachel
Williams money to buy a car. After Williams defaulted on the
debt by failing to repay the loan as agreed, Honda
repossessed the vehicle and sent Williams two notices in
connection with its efforts to sell the car and collect any
deficiency owed on the loan, a pre-sale notice and (after
selling the car at auction) a post-sale notice.
thereupon filed this putative class action, claiming that
each of the two notices violated the Uniform Commercial Code
and Massachusetts consumer protection laws. Williams faults
the pre-sale notice because instead of saying that the credit
due to her in calculating the deficiency would be the
"fair market value of the car, " the notice used
terms such as "money received from the sale (after
paying our costs), " "auction proceeds, " and
"proceeds of sale." She also faults the post-sale
notice because it calculated her deficiency obligation by
reference to the auction proceeds, which she contends do not
represent the fair market value of the car.
outcome of this case hinges entirely on questions of
Massachusetts law concerning which the Massachusetts courts
have not spoken. Therefore, even though the parties have not
requested it, we certify three questions to the Massachusetts
Supreme Judicial Court pursuant to Massachusetts Supreme
Judicial Court Rule 1:03. See Fortin v. Titcomb, 671
F.3d 63, 66 (1st Cir. 2012). Some context for those
questions, along with the questions themselves, follows.
financed Williams's purchase of a Honda Accord in 2007.
Four years later, Williams defaulted on her loan. After
repossessing the car, Honda sent Williams the first notice
that is the subject of this appeal. It stated:
We have [your vehicle] because you broke promises in our
agreement, and we will sell it at a private sale sometime
after October 11, 2011.
The money received from the sale (after paying our costs)
will reduce the amount you owe. If the auction proceeds are
less than what you owe, you will still owe us the difference.
If we receive more money than you owe, you will receive a
refund, unless we must pay it to someone else. If you would
like a written explanation on how the amount you owe was
determined, or need additional information about the sale,
please send your request to the address below.
You can get the property back at any time before we sell it
by paying the full payoff amount, including our expenses. As
of today, the payoff amount is $13, 366.78, which is subject
to change due to the ...