Global Quest, LLC v. Horizon Yachts, Inc.

Global Quest, LLC v. Horizon Yachts, Inc.

Opinion

 [*1024]  FRIEDMAN, District Judge:

Plaintiff Global Quest, LLC appeals from the district court's grant of summary judgment to defendants on all but one count of plaintiff's amended complaint and to defendant Horizon Yachts, Inc. on its counterclaim for foreclosure of a promissory note. Plaintiff appeals from the district court's entry of partial final judgment pursuant to Rule 54(b) of the Federal Rules of Civil Procedure.² We reverse the district  [*1025]  court's grant of summary judgment to defendants on Counts I, III, IV, VII, and VIII of plaintiff's amended [**2]  complaint and the grant of summary judgment to defendant Horizon Yachts, Inc. on its counterclaim.³

I. BACKGROUND

Plaintiff purchased a 105 foot luxury super-yacht, specifically a CC-105 Horizon Explorer named "Starlight," from defendant Horizon Yachts, Inc. ("Seller"). The yacht was manufactured by defendant Horizon Yacht Co., Ltd. ("Horizon") and its wholly-owned subsidiary Premier Yacht Co., Ltd. ("Premier") in Taiwan. While both Horizon and Premier are Taiwanese companies, Seller is an independent U.S. Corporation based in Florida. It is undisputed, however, that the Seller is Horizon's agent and appears to be owned, at least in part, by Horizon and Premier's founder and CEO, John Lu. HORIZON YACHTS, INC., http://www.horizonyachtusa.com (last visited May 10, 2016) ("Horizon Yacht USA is the U.S. agent for Horizon Yachts").

Plaintiff purchased the Starlight for $6,835,000 after negotiating and executing a Purchase and Sale Agreement with Seller, along with an Addendum executed shortly thereafter. That contract, as modified by the Addendum, contains a seemingly self-contradictory provision. The "as is" clause in the original Agreement, paragraph 10, states that "upon closing, buyer will have accepted the vessel [**3]  in its 'as is' condition. Seller and the brokers have given no warranty, either express or implied, and make no representation as to the condition of the vessel, its fitness for any particular purpose or merchantability, all of which are disclaimed." The Addendum, however, modifies this clause — providing that before the word "Seller," "the following language is inserted: 'Other than the limited express warranty attached here as Exhibit A.'" With this alteration, paragraph 10 thus reads: "Other than the limited express warranty attached here as Exhibit A, Seller and the broker have given no warranty, either express or implied . . . ." Thus, while the original Agreement purported to disclaim all warranties, express or implied, the Addendum inserted an express limited warranty into the contract. But the Addendum also contains a further provision stating that "[t]he terms of this Acceptance shall govern over any inconsistent terms in the Purchase Agreement which is hereby ratified and declared to be in full force and effect."

As stated in the Addendum, Plaintiff was given a limited express warranty, the terms of which were negotiated by the parties as part of the sale. Issued on Seller's letterhead [**4]  but purporting to be from "Horizon Group," a trade name for Horizon's companies, the limited warranty covers certain manufacturing and design defects for a period of one year from the contract date. It is limited, however, to "covered defects first discovered and reported to Horizon or the Original Selling Dealer." The limited warranty also disclaims "all other express and implied warranties (except title)," and states that "[n]o employee, representative, authorized dealer or agent of Horizon other than an executive officer of Horizon is authorized to  [*1026]  alter or modify any provision of the Limited Warranty or to make any guaranty, warranty or representation, express or implied, orally or in writing which is contrary to the foregoing." The limited warranty also lists Premier and its contact details on the final page, without any explanation as to their relationship to the warranty.

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