Gibson Found., Inc. v. Norris

88 F.4th 1

GIBSON FOUNDATION, INC., Plaintiff, Appellant, v. Rob NORRIS; Piano Mill Group, LLC, Defendants, Appellees.

No. 22-1837

United States Court of Appeals, First Circuit

December 4, 2023

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. Indira Talwani, U.S. District Judge]

Kurt Schuettinger, with whom Andrea Bates, Bates & Bates LLC, Steven D. Howen, and Law Offices of Steven Howen, were on brief, for appellant.

Daniel J. Gibson, with whom SKB, Attorneys was on brief, for appellees.

Before Barron, Chief Judge, Lynch and Howard, Circuit Judges.

BARRON, Chief Judge.

This case involves a rhinestone-adorned piano, the now-deceased entertainer Liberace, a massive snowstorm, and a collapsed roof. But the appeal that is before us turns on something far less dramatic: the ins and outs of Massachusetts bailment and contract law. For the reasons set forth below, we conclude that this body of law requires that we reverse the grant of summary judgment to the defendants on the plaintiff's claims that concern the piano but affirm the denial of summary judgment to the plaintiff on those same claims.

I.

The plaintiff is Gibson Foundation, Inc. ("Gibson Foundation"), which is based in Nashville, Tennessee, and is the charitable arm of Gibson Brands, Inc. ("Gibson Brands").¹ Gibson Brands sells several lines of musical instruments and accessories, including a line of pianos that Baldwin Piano & Organ Company ("Baldwin") manufactures.

Baldwin is an American piano manufacturer that has been a subsidiary of Gibson Brands since 2001. That year, Baldwin filed for bankruptcy and was subsequently purchased by General Electric Capital Corp. ("GE"). GE then assigned its rights, title, and interest in the asset purchase agreement to Gibson Piano Ventures, Inc. ("Gibson Piano Ventures") and designated Gibson Piano Ventures as the buyer of Baldwin and "substantially all" its assets.²

The defendants are Rob Norris and The Piano Mill Group, LLC ("Piano Mill"). Norris owns and operates Piano Mill, which is based in Gloucester, Massachusetts, and sells pianos on a retail basis, services pianos, and offers a location for piano lessons. At all relevant times, Norris and Piano Mill were authorized retail sellers of Baldwin pianos.

Gibson Foundation filed suit against Norris and Piano Mill on December 16, 2019, in the United States District Court for the Middle District of Tennessee, based on diversity of citizenship. See 28 U.S.C. § 1332. The complaint alleged claims under Tennessee law for breach of contract, breach of bailment, and conversion. The complaint alleged that Norris and Piano Mill had breached a warehousing agreement and bailment with Gibson Foundation when they refused to return to Gibson Foundation -- upon Gibson Foundation's request -- a piano that Liberace had used in his performances.³

The Tennessee district court concluded that there was no personal jurisdiction over Norris and Piano Mill and that venue was improper. The case was then transferred to the United States District Court for the District of Massachusetts. Gibson Foundation's amended -- and now operative -- complaint in the United States District Court for the District of Massachusetts sets forth several claims against Norris and Piano Mill, all of which are brought under Massachusetts law. This appeal concerns two of those claims, which are for breach of bailment and breach of contract.

The breach-of-bailment claim alleges, as did Gibson Foundation's earlier breach-of-bailment claim under Tennessee law, that the transfer of the Liberace piano from Gibson Brands to Norris and Piano Mill was a bailment and that Norris and Piano Mill are liable for breach of bailment because they refused to return the piano to Gibson Foundation when they were requested to do so. The breach-of-contract claim alleges, as did Gibson Foundation's earlier breach-of-contract claim under Tennessee law, that the transfer of the same piano from Gibson Brands to Norris and Piano Mill was made pursuant to a warehousing agreement between Gibson Brands and Norris and Piano Mill, and that Norris and Piano Mill breached the agreement by not returning the piano to Gibson Foundation when they were requested to do so.

Norris and Piano Mill answered the complaint while also filing counterclaims, though none of the District Court's rulings on the counterclaims are at issue in this appeal. In answering Gibson Foundation's complaint, Norris and Piano Mill asserted that Gibson Brands had no ownership interest in the piano at the time of Gibson Brands's initial request that the piano be returned. Norris and Piano Mill further asserted in answering the complaint that Gibson Brands sent the e-mail request to return the piano only after there had been widespread media coverage of Piano Mill having a Liberace piano and the roof of one of the company's buildings having collapsed during a massive snowstorm.

The parties filed cross-motions for summary judgment on January 28, 2022. Norris and Piano Mill sought summary judgment on, among other claims, Gibson Foundation's breach-of-bailment and breach-of-contract claims under Massachusetts law. Norris's and Piano Mill's motion included as an exhibit an appraisal of the piano that contained pictures of it, approximated its value, and estimated that 10,000 rhinestones originally adorned it. Gibson Foundation sought summary judgment as to all its claims and Norris's and Piano Mill's counterclaims.

On the breach-of-bailment claim, the District Court granted Norris and Piano Mill summary judgment and denied Gibson Foundation summary judgment on the ground that Gibson Foundation's claim for breach of bailment is time-barred under the relevant statute of limitations. On the breach-of-contract claim, the District Court granted Norris and Piano Mill summary judgment and denied Gibson Foundation summary judgment on the ground that "[Gibson] Foundation has not produced sufficient evidence from which a jury could find an agreement on the material terms of a contract." Gibson Foundation appeals both the grants of summary judgment to Norris and Piano Mill on its breach-of-bailment and breach-of-contract claims and the denials of its motion for summary judgment on those same claims.

II.

We review the District Court's summary-judgment rulings de novo and draw all inferences in favor of the party against whom summary judgment was entered. Pleasantdale Condos., LLC v. Wakefield, 37 F.4th 728, 732-33 (1st Cir. 2022). Summary judgment is appropriate if, based on the record, there remains no dispute of material fact -- that is, if, based on the record, there is no factual determination which a "rational factfinder" could make as to the "existence or nonexistence" of a fact that "has the potential to change the outcome of the suit" -- such that "the moving party is entitled to judgment as a matter of law." Borges ex rel. S.M.B.W. v. Serrano-Isern, 605 F.3d 1, 4-5 (1st Cir. 2010).

The fact that the parties have filed cross motions and appealed those cross motions does not alter these general standards. See Wightman v. Springfield Terminal Ry. Co., 100 F.3d 228, 230 (1st Cir. 1996). Rather, we review each party's motion independently, viewing the facts and drawing inferences as required by the applicable standard, and we determine, for each side, the appropriate ruling. See id.

III.

We start with the challenge to the District Court's grant of summary judgment on the breach-of-bailment claim to Norris and Piano Mill. The District Court relied for that ruling on the ground that the claim is time-barred. The question of whether the claim is time-barred is one of Massachusetts law. See West v. Conrail, 481 U.S. 35, 39 n.4, 107 S.Ct. 1538, 95 L.Ed.2d 32 (1987) ("When the underlying cause of action is based on state law, and federal jurisdiction is based on diversity of citizenship, state law . . . provides the appropriate period of limitations . . . .").

Our analysis begins with a review of the relevant legal background, which reveals that the key precedent for us to consider is a decision of the Massachusetts Appeals Court ("MAC"), Aimtek, Inc. v. Norton Co., 69 Mass.App.Ct. 660, 870 N.E.2d 1114 (2007). We then explain why, given that precedent, we must reverse the grant of summary judgment. We make clear, however, that Aimtek does not affect resolution of Norris's and Piano Mill's alternate argument that Gibson Brands never had ownership of the piano, which we address in Part IV.

A.

The parties do not dispute that Gibson Foundation's breach-of-bailment claim is timely if the six-year limitations period that Massachusetts sets forth for certain contract claims applies, see Mass. Gen. Laws ch. 260, § 2, or that the claim is time-barred if, as the District Court held, the three-year limitations period that Massachusetts sets forth for tort claims applies instead, see Mass. Gen. Laws ch. 260, § 2A. The parties' dispute concerns only whether the District Court was right to hold that, on this record, it is indisputable that Gibson Foundation's breach-of-bailment claim is in effect no different from a claim for conversion and replevin and so for that reason is subject to the three-year limitations period for tort claims. Gibson Foundation contends that the District Court erred in so ruling because a reasonable juror could find based on the record that the claim is subject to the six-year limitations period that applies to certain contract claims.

We assume for present purposes that there is a genuine issue of material fact in dispute as to whether, as Gibson Foundation alleges, there was both a valid bailment and a breach of that bailment, such that the breach-of-bailment claim would survive summary judgment if it were timely. After all, if there were no such genuine issue of material fact in dispute, then there would be no reason for us to address the timeliness issue at all, as in that case the grant of summary judgment to Norris and Piano Mill could be affirmed...