Greenwald Caterers Inc. v. Lancaster Host, LLC

670 F.Supp.3d 187

GREENWALD CATERERS INC., New York United Jewish Association, Inc. v. LANCASTER HOST, LLC d/b/a Wyndham Resort Lancaster

CIVIL ACTION NO. 22-811

United States District Court, E.D. Pennsylvania

Filed April 26, 2023

Brem Moldovsky, Brem Moldovsky, LLC, Philadelphia, PA, for Greenwald Caterers Inc., New York United Jewish Association, Inc.

Jason Confair, Saxton & Stump, LLC, Lancaster, PA, for Lancaster Host, LLC.

MEMORANDUM

MURPHY, District Judge

I. Introduction

This case is about a catering company and a hotel. The two once had a productive business relationship. For years, the catering company held annual Passover events for the Orthodox Jewish Community at the hotel without incident. In 2018, amidst renovations at the hotel, the parties negotiated a contract providing for future annual Passover events. They executed the contract in time for a 2019 Passover event. The catering company claims that when it arrived for this event with its guests and associates, the hotel was wholly unprepared to host them. The catering company maintains several claims against the hotel in connection with the fateful 2019 Passover event, including a claim for breach of various warranties that it defines as "implied" in their relationship.

The hotel moves for judgment on the pleadings on the catering company's implied warranties claim because it has failed to identify any applicable implied warranty. We grant the hotel's motion for two reasons. First, there is no indication that the implied warranty of habitability applies to hotels in situations like this under Pennsylvania law. Second, the catering company has not identified any other applicable implied warranty. This case will continue, but it will do so with a central focus on the alleged breach of contract.

II. Factual Allegations

Judge Smith's April 22, 2022 opinion effectively introduces this case and sets the stage for our decision. See DI 13. Below we summarize certain allegations of particular relevance here. Plaintiff Greenwald Caterers, Inc. ("Greenwald") "is a high-end caterer who has for decades served the needs of the Orthodox Jewish Community," "has been involved in organizing hotel programs and [K]osher tours around the world for over thirty years," and "specializes in custom [K]osher celebrations." DI 15 ¶ 1. Defendant Lancaster Host, LLC d/b/a Wyndham Resort Lancaster ("the Host") owns and runs a hotel formerly known as the Lancaster Host Resort located in Lancaster County, Pennsylvania. Id. ¶ 4. Greenwald has held an annual Passover event at the Host since 2008. Id. ¶ 4. Plaintiff New York United Jewish Association, Inc. ("Association") "is a not-for-profit entity that collaborated [on the 2019 Passover event] with Greenwald" by paying for its members to attend.¹

In 2018, the Host became a Wyndham franchisee and rebranded as the Wyndham Lancaster Resort & Convention Center. Id. ¶ 10. As part of the rebrand, the Host underwent renovations to meet Wyndham "resort standards."² Id. ¶ 11. Amidst renovations in late 2018, Greenwald and the Host negotiated a five-year contract (the "contract") for future Passover events "at what was to be the newly renovated Wyndham hotel." Id. ¶¶ 7, 8, 11. The contract covered annual Passover events at the Host through 2023 and "included many clauses intended to satisfy the needs, requirements, concerns, desires, etc.," of Greenwald and its attendees. Id. ¶ 50. Among other things, the contract provided for: Greenwald's exclusive use of the entire hotel except for select common areas, clean common bathrooms, daily housekeeping, linen rentals, linen cleaning, linen changes, room phones, Wi-Fi internet, preevent room inspections, and Kosher preparations of kitchen facilities and guest rooms. Id.

The Host repeatedly assured Greenwald that it would be ready for the April 2019 Passover event in the months and weeks leading up to the holiday. Id. ¶¶ 11, 54, 79, 80, 81. But when Greenwald and the 2019 Passover attendees arrived for the event, they discovered the Host in "disarray." Id. ¶ 96. Among other things, attendees encountered in their rooms: cat crates, cat litter, a "deeply inundating" smell of cat waste, plumbing issues, lack of water, sewage backups, mouse droppings, cockroaches, vermin, exposed nails, uncovered electrical outlets, mold, exposed lead paint, construction dust, non-functioning air conditioning, unmade beds, misplaced or missing furniture and beds, missing cots, missing doors, non-Kosher cooking utensils and cooking equipment, and inoperable telephones. Id. Families who had requested adjoining rooms or blocks of rooms were separated. Id. ¶ 100. Others found themselves assigned to rooms in the middle of other family blocks. Id. The Host provided infrequent and insufficient housekeeping. Id. ¶ 129. Attendees who complained to the front desk were "rudely" rebuffed. Id. ¶ 102.

Problems plagued the event beyond the attendees' rooms. To Greenwald's "dismay[ ]," the kitchen facilities were unfinished and did not meet the Kosher specifications set forth in the contract. Id. ¶ 109. The dining linens were "wrinkled" and "malformed," and the Host's laundry and press facilities were "not operational." Id. ¶¶ 113, 114. Throughout the building, "ceiling tiles were missing" and "electrical wires were exposed." Id. ¶ 116. Construction debris and equipment littered the premises. Id. Various spaces reserved for Greenwald's use in the contract were unfinished or unusable. Id. The Host did not have a "functioning Sabbath elevator . . . until the middle of the program," though the contract called for one. Id. ¶ 120.

To "make the best" of the "nightmare" at the Host, Greenwald had to hire extra staff for the duration of the event, place some guests at a neighboring hotel, provide free food to guests, secure generators and fuel, rent new linens, and "build[ ] a kitchen facility outside of the hotel" at its own cost. Id. ¶¶ 14, 94, 105, 107, 111, 112, 113.

To recover its alleged damages from the 2019 Passover event, which left attendees "disappointed, disgusted, and insulted," Greenwald brought this suit in March of 2022. Id. ¶ 146; see DI 1.

III. Procedural Background

On March 4, 2022, Greenwald filed a complaint against the Host alleging contract, warranty, and equitable claims. DI 1. In its complaint, Greenwald claimed breaches of various warranties characterized as "implied," including the "duties of habitability pursuant to the Pennsylvania Landlord Tenant Act of 1951 and the Lancaster Property Maintenance Code." Id. at 57. On April 22, 2022, Judge Smith dismissed several of Greenwald's claims, including the portion of its implied warranties claim relying on the Pennsylvania Landlord Tenant Act of 1951 and the Lancaster Property Maintenance Code. DI 13 at 30. The Host did not attack Greenwald's claim for breaches of the "implied warranty of habitability generally as well as implied warranties that the hotel would conform to industry or Wyndham standards," so Judge Smith limited his ruling accordingly. Id. at 30-31.

On May 6, 2022, Greenwald filed an amended complaint raising nearly identical claims and adding Association as a plaintiff. DI 15. On May 17, 2022, the Host moved again to dismiss pieces of plaintiffs' amended complaint, including the implied warranty of habitability portion of their implied warranties claim. DI 16-2 at 13. Specifically, the Host argued that Pennsylvania does not recognize an implied warranty of habitability running from hotels to guests, let alone to caterers. Id. On June 29, 2022, Judge Smith granted in part and denied in part the Host's motion. DI 27. Judge Smith declined to dismiss plaintiffs' implied warranties claim, though he did so without prejudice and without addressing the merits of the Host's argument. DI 27 at 3.

IV. The Host's Motion for Judgment on the Pleadings

On February 22, 2023, the Host filed the instant motion for judgment on the pleadings seeking dismissal of the remainder of plaintiffs' implied warranties claim. DI 72. The Host reasserts that under Pennsylvania law, the implied warranty of habitability does not apply to hotels. DI 79 at 4. The Host further argues that plaintiffs fail to state a claim for breach of any other implied warranty recognized in Pennsylvania. Id.

Plaintiffs advance a medley of counterarguments. First, plaintiffs argue that the Host's motion is precluded by prior rulings on its motions to dismiss. DI 77 at 8. Second, plaintiffs argue that common law duties of care owed by hotels to guests function here as implied warranties owed by the Host. DI 77 at 9. Third, plaintiffs argue that Pennsylvania's implied warranty of habitability covers hotels. Id. at 13. Finally, plaintiffs argue that certain terms of the contract, together with the parties' expectations and prior dealings, created implied warranties. Id. at 14.

The Host counters that prior rulings do not foreclose its motion. DI 79 at 1. The Host further disagrees that tort or other common law duties are implied warranties, that the implied warranty of habitability applies to hotels, or that contract provisions create implied warranties. Id. at 4. The Host contends that we must dismiss plaintiffs' implied warranties claim because it has "no legal source, no known elements, and no defined scope." Id. at 7.

We heard oral argument by the parties on March 13, 2023. DI 78. The Host's motion is thus ripe for disposition. For the reasons discussed below, we will dismiss plaintiffs' claim for breach of implied warranties with prejudice.

V. Standard of Review

We analyze the Host's motion for judgment on the pleadings according to the standards governing motions to dismiss under to Federal Rule of Civil Procedure 12(b)(6). Zimmerman v. Corbett, 873 F.3d 414, 417 (3d Cir. 2017) (citation omitted) ("A motion for judgment on the pleadings based on the defense that the plaintiff has failed to state a claim is analyzed under the same standards that apply to a Rule 12(b)(6) motion.").

Therefore, to survive...