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]
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.
Frederick S. Levin, John C. Redding, Ali M. Abugheida, and
Buckley Sandler LLP, on brief for American Financial Services
Association, amicus curiae in support of appellee.
Torruella, Thompson, and Kayatta, Circuit Judges.
KAYATTA, CIRCUIT JUDGE
Williams brought this putative class action, alleging that
American Honda Finance Corporation ("Honda")
violated Massachusetts consumer protection laws by affording
her inadequate loan-deficiency notifications after she fell
behind on her automobile-loan payments. This appeal followed
the district court's entry of summary judgment in favor
of Honda. Recognizing that Williams's claims hinge
entirely on questions of Massachusetts law, we certified
three questions to the Massachusetts Supreme Judicial Court.
After the Supreme Judicial Court issued an opinion responding
to our questions, see Williams v. Am. Honda Fin.
Corp., 98 N.E.3d 169 (Mass. 2018), the parties filed
supplemental briefs addressing the ramifications of those
answers. For the reasons explained herein, we now reverse the
district court's findings that Honda's notices were
compliant with Massachusetts law, vacate its dismissal of
Williams's claims under the Massachusetts UCC and chapter
93A, and otherwise affirm its judgment.
pertinent facts are set out in Williams v. Am. Honda Fin.
Corp., 858 F.3d 700 (1st Cir. 2017). In brief, Williams
purchased a Honda Accord in 2007, which she partly financed
through a retail-installment-sale contract with Honda. After
Williams failed to make her loan payments, Honda repossessed
the automobile and sent her a post-repossession notice that
advised her of Honda's intent to sell the car at auction.
The notice also described Williams's deficiency liability
as follows: "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."
auction, Honda fetched $8, 900.00 for the automobile. Honda
then sent Williams a second notice that apprised her of the
sale and of her deficiency balance, calculated in accordance
with the post-repossession notice by subtracting the price
obtained at auction from her outstanding loan balance plus
the additional costs associated with repossessing and selling
claims that Honda's notices violate provisions of the
Massachusetts version of the Uniform Commercial Code
("UCC"), Mass. Gen. Laws ch. 106, §§
9-614, 9-616, and the Massachusetts consumer protection
statute, Mass. Gen. Laws ch. 93A, § 2(A), by telling
Williams that her deficiency liability would be calculated
using the automobile's sale price obtained at auction
(rather than its fair market value). The district court
rejected this challenge to Honda's notices for two
reasons. First, it noted that Honda's pre-sale notice
"track[ed] the safe harbor language in section
9-614(3)," which uses auction-sale proceeds as the
measure of a debtor's deficiency. Williams v. Am.
Honda Fin. Corp., No. 14-CV-12859, 2014 WL 11090919, at
*8 (D. Mass. July 3, 2014). Further, the court concluded that
Williams had presented "no evidence that the auction
proceeds were less than the [automobile's] fair market
value." Id. 
appeal, Williams argues that summary judgment dismissing her
challenges to Honda's notices was improper. She maintains
that Massachusetts law requires a lender to give credit for
the fair market value of the car -- determined using a
car's estimated retail-market value -- when calculating
deficiencies owed, and she therefore challenges the district
court's conclusion that Honda's use of the
auction-sale price in its deficiency notices was accurate and
reasonable under the circumstances. Acknowledging that a
resolution of Williams's claims would require this court
to reconcile Massachusetts's Motor Vehicle Retail
Installment Sales Act ("MVRISA"), Mass. Gen. Laws
ch. 255B, § 20B, with provisions of the Massachusetts
UCC, we certified the following three questions to the
Massachusetts Supreme Judicial Court:
1. Whether the "fair market value" of collateral
under Massachusetts General Laws chapter 255B, section 20B,
is the fair market retail ...