Fry

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF PENNSYLVANIA

SHERRY FRY, BRITTINI BARNES,

BRITTANY CABRAL, TRISTAN CIVIL ACTION NO. 1:23-CV-01782

FAIRBANKS, JANET OJO, JESSICA

STEWART, KAYLA MCCLAIN, ELLEN (MEHALCHICK, J.)

EINHORN, ON BEHALF OF

THEMSELVES AND ALL OTHERS

SIMILARLY SITUATED,

Plaintiffs

v.

AMERICAN HONDA MOTOR CO.

INC.,

Defendant.

MEMORANDUM

Before the Court is Defendant American Honda Motor Co.’s (“Honda”) motion to

dismiss pursuant to Rules 12(b)(1), 12(b)(2), 12(b)(6), and 9(b) of the Federal Rules of Civil

Procedure. (Doc. 17). Plaintiffs Sherry Fry, Brittini Barnes, Brittany Cabral, Tristan

Fairbanks, Janet Ojo, Jessica Stewart, Kayla McClain, and Ellen Einhorn (collectively,

“Plaintiffs”), initiated this action by filing a class action complaint (Doc. 1) on October 27,

2023 and the operative a first amended class action complaint on February 22, 2024. (Doc. 1;

Doc. 15). For the following reasons, Honda’s motion to dismiss is GRANTED in part and

DENIED in part. (Doc. 17).

I. BACKGROUND AND PROCEDURAL HISTORY

The following background is derived from Plaintiffs’ amended complaint and the

parties’ supplemental briefs. (Doc. 15; Doc. 47; Doc. 48). Plaintiffs bring this action on their

own behalf and on behalf of a nationwide class pursuant to Rule 23 of the Federal Rules of

Civil Procedure. (Doc. 15, ¶ 158). In the alternative to the nationwide class, Plaintiffs seek to

represent state-specific classes, comprised of members from California, Georgia,

Massachusetts, New Jersey, New York, Pennsylvania, and Texas. (Doc. 15, ¶ 159). The

named Plaintiffs and proposed class members are all individuals who either currently own or

lease or have previously owned or leased 2023 Honda HR-V vehicles (“Class Vehicles”).

(Doc. 15, ¶¶ 1, 21-28). Honda is a business that “distributes Honda vehicles in the United

States and sells these vehicles through its network of dealers.” (Doc. 15, ¶ 30). Honda is

headquartered at 1919 Torrance Boulevard, California 90501-2746, and is registered to do

business in the Commonwealth of Pennsylvania, with its registered agent, “Corporation

Service Company,” located at 2595 Interstate Drive, #103, Harrisburg, Pennsylvania 17110.

(Doc. 15, ¶ 29).

Plaintiffs allege that during the rear windshield assembly process for the Class Vehicles,

“the sealer used to secure the rear glass in the Class Vehicles comes into contact with the

heating elements of the defroster, leading to a hot spot and weakening on the glass over time

as the defroster is used, eventually causing the rear windshields to spontaneously shatter” (the

“Rear Windshield Defect”). (Doc. 15, ¶¶ 3, 143). As a result of the flawed assembly process,

Plaintiffs contend that “[t]he Class Vehicles suffer from the Rear Windshield Defect.” (Doc.

15, ¶ 143). The parties do not dispute that all Class Vehicles purchased or leased by the

Plaintiffs came with Honda’s New Vehicle Limited Warranty (the “Warranty”), which

“promised to ‘repair or replace any part that is defective in material or workmanship under

normal use’ without charge within 3 years or 36,000 miles in service, whichever occurs first.”

(Doc. 15, ¶¶ 38, 49, 60, 71, 82, 95, 110, 129).

All Named Plaintiffs allege that they experienced the Rear Windshield Defect

unexpectedly, with no impact from any foreign object, and while the Class Vehicles were

covered by the Warranty:

• Plaintiff Fry leased the Class Vehicle from an authorized Honda dealership in

Pennsylvania in August of 2022. (Doc. 15, ¶ 35). On September 12, 2023, when her

vehicle odometer read about 9,000 miles, Plaintiff Fry experienced the Rear

Windshield Defect when “she heard a loud unexpected popping sound” of her rear

windshield shattering as she started her parked car.1 (Doc. 15, ¶ 41).

• Plaintiff Barnes purchased the Class Vehicle from an authorized Honda dealership in

Georgia in September of 2022. (Doc. 15, ¶ 46). On June 26, 2023, when her vehicle

odometer read about 9,000 miles, Plaintiff Fry experienced the Rear Windshield

Defect when the rear windshield suddenly shattered as she “sat inside her car while it

was parked.” (Doc. 15, ¶ 52).

• Plaintiff Cabral purchased the Class Vehicle from an authorized Honda dealership in

California on July 25, 2022. (Doc. 15, ¶ 57). On July 8, 2023, when her vehicle

odometer read about 13,000 miles, Plaintiff Cabral experienced the Rear Windshield

Defect when the rear windshield suddenly shattered while her vehicle was parked

under a shed. (Doc. 15, ¶ 63).

• Plaintiff Fairbanks purchased the Class Vehicle from an authorized Honda dealership

in California on October 29, 2022. (Doc. 15, ¶ 68). On June 30, 2023, when her vehicle

odometer read about 5,000 miles, Plaintiff Fairbanks experienced the Rear

Windshield Defect when her rear windshield “shattered all of a sudden when the

vehicle was parked in a parking lot.” (Doc. 15, ¶ 74).

• Plaintiff Ojo purchased the Class Vehicle from an authorized Honda dealership in

Massachusetts in October of 2022. (Doc. 15, ¶ 79). On June 24, 2023, Plaintiff Ojo

experienced the Rear Windshield Defect when her rear windshield shattered as she

put her vehicle in reverse. (Doc. 15, ¶ 85). The amended complaint does not allege the

mileage of Plaintiff Ojo’s vehicle at the time the Rear Windshield Defect occurred.

(Doc. 15).

• Plaintiff Stewart purchased the Class Vehicle from an authorized Honda dealership

in New York in June of 2022. (Doc. 15, ¶ 92). On July 20, 2023, Plaintiff Stewart

experienced the Rear Windshield Defect when the rear windshield “shattered all of a

sudden while [she] was driving her car with her daughter in the vehicle.” (Doc. 15, ¶

98). The amended complaint does not allege the mileage of Plaintiff Stewart’s vehicle

at the time the Rear Windshield Defect occurred. (Doc. 15).

1 Fry voluntarily dismissed her claims in this action on July 24, 2025. (Doc. 58).

• Plaintiff McClain purchased the Class Vehicle from an authorized Honda dealership

in Texas on October 3, 2022. (Doc. 15, ¶ 107). On October 10, 2023, Plaintiff McClain

experienced the Rear Windshield Defect when the rear windshield “shattered all of a

sudden while [the] Vehicle was parked at the gym parking lot.” (Doc. 15, ¶ 113). The

amended complaint does not allege the mileage of Plaintiff McClain’s vehicle at the

time the Rear Windshield Defect occurred. (Doc. 15).

• Plaintiff Einhorn purchased the Class Vehicle from an authorized Honda dealership

in New Jersey in August of 2022. (Doc. 15, ¶ 126). On September 10, 2023, Plaintiff

Einhorn experienced the Rear Windshield Defect when the rear windshield shattered

while she was parked at a restaurant. (Doc. 15, ¶ 132). The amended complaint does

not allege the mileage of Plaintiff Einhorn’s vehicle at the time the Rear Windshield

Defect occurred. (Doc. 15).

Plaintiffs allege “thousands of purchasers and lessees of the Class Vehicles have

experienced the Rear Windshield Defect.” (Doc. 15, ¶ 149). Further, Plaintiffs aver that

Honda began receiving complaints regarding the Class Vehicles in early 2023 and continues

to receive them today, both directly and through the National Highway Traffic Safety

Administration. (Doc. 15, ¶ 150). Despite the complaints, Plaintiffs allege that “Honda refuses

to repair or replace the Rear Windshield Defect under [the Warranty] when given a

reasonable opportunity to do so” and “has refused to repair or replace the Plaintiffs’ rear

windshields under Honda’s warranty.” (Doc. 15, ¶ 145).

In January 2024, following the initiation of this lawsuit, Honda issued the following

statement in response to reports of rear windshields spontaneously shattering due to the Rear

Windshield Defect:

Our investigation has revealed that during the assembly process for some vehicles,

the sealer used to secure the rear glass may come into contact with the heating

elements of the defroster, leading to a hot spot and weakening of the glass over time

as the defroster is used.

Honda will be initiating a voluntary product update campaign related to this issue

and is working to secure the needed replacement parts as soon as possible. We

estimate that this campaign will begin in April or May 2024. In the interim, any

vehicle owner who experiences this type of rear glass breakage is invited to contact

their nearest authorized dealer or Honda customer service (800-999-1009) to arrange

a potential repair. Note that glass breakage due to external causes (impacts, etc.) is

not covered by Honda's limited warranty but may be covered by a vehicle owner's

insurance policy.

(Doc. 15, ¶¶ 4, 8).

On July 17, 2024, Honda issued a service bulletin, instructing Honda dealers and service

personnel on how to “inspect the rear glass and repair if necessary, and how to process

reimbursement requests for customers who already paid to have the rear glass replaced.”

(Doc. 47, at 2). On September 13, 2024, Honda issued a revised bulletin, which included

“additional instructions for disposing of the rear windshield glass.” (Doc. 47, at 3). After

issuing the revised bulletin, Honda also mailed letters to registered owners of Class Vehicles

that may have been affected by the Rear Windshield Defect, notifying them of the defect and

“advising them to call any authorized Honda dealer to have their vehicle inspected and, if

necessary, repaired for free.” (Doc. 47, at 3).

Plaintiffs contend that, despite the January 2024 statement, July 2024 bulletin, September

2024 revised bulletin, and letters to customers, “Honda has not issued a voluntary recall to

repair the defect, has not otherwise agreed to replace all defective rear windshields regardless

of whether they have cracked to date, nor has it offered guaranteed compensation to

consumers for out-of-pocket repair costs incurred repairing the rear windshield, which Honda

consistently refuses to cover under its warranty.” (Doc. 15, ¶ 147; Doc. 48, at 3). Further,

Plaintiffs allege that Honda failed to disclose any and all defects related to the Class Vehicle

to both owners and authorized dealerships, even after receiving complaints. (Doc. 15, ¶ 153;

Doc. 48, at 2). As a result of the Rear Windshield Defect, Plaintiffs allege that they and

proposed class members were deprived of the benefit of their bargain, exposed to safety risks,

and forced to expend money on repairs, as well as that “the value of the Class Vehicles has

diminished.” (Doc. 15, ¶¶ 154, 157; Doc. 48, at 3).

Plaintiffs filed the amended complaint on February 22, 2024. (Doc. 15). Therein,

Plaintiffs allege the following eighteen causes of action against Honda:

1. Breach of Implied and Express Warranties Pursuant to the Magnuson-Moss

Warranty Act, 15 U.S.C. §2301, et seq. (“First Cause of Action”) (Doc. 15, ¶¶ 167-

74);

2. Unjust Enrichment (“Second Cause of Action”) (Doc. 15, ¶¶ 175-82);

3. Breach of Implied Warranty of Merchantability pursuant to Song-Beverly

Consumer Warranty Act – Cal. Civ. Code §§ 1792 and 1791.1, et seq. (Plaintiffs

Cabral and Fairbanks on behalf of the California Class) (“Third Cause of Action”)

(Doc. 15, ¶¶ 183-91);

4. Breach of Express Warranty pursuant to Cal. Comm. Code § 2313 (Plaintiffs

Cabral and Fairbanks on behalf of the California Class) (“Fourth Cause of

Action”) (Doc. 15, ¶¶ 192-201);

5. Breach of Express Warranty pursuant to Song-Beverly Consumer Warranty Act –

Cal. Civ. Code §§ 1793 and 1791.2, et seq. (Plaintiffs Cabral and Fairbanks on

behalf of the California Class) (“Fifth Cause of Action”) (Doc. 15, ¶¶ 202-215);

6. Breach of Implied Warranty of Merchantability pursuant to Ga. Code Ann. § 11-

2-314 (Plaintiff Barnes on behalf of the Georgia Class) (“Sixth Cause of Action”)

(Doc. 15, ¶¶ 216-24);

7. Breach of Express Warranty pursuant to Ga. Code Ann. § 11-2-313 (Plaintiff

Barnes on behalf of the Georgia Class) (“Seventh Cause of Action”) (Doc. 15, ¶¶

225-34)

8. Breach of Implied Warranty of Merchantability pursuant to M.G.L. 106 § 2A-314

(Plaintiff Ojo on behalf of the Massachusetts Class) (“Eighth Cause of Action”)

(Doc. 15, ¶¶ 235-43);

9. Breach of Express Warranty pursuant to M.G.L. 106 § 2A-314 (Plaintiff Ojo on

behalf of the Massachusetts Class) (“Ninth Cause of Action”) (Doc. 15, ¶¶ 244-

53);

10. Violation of M.G.L. 93A § 2, et seq. (Plaintiff Ojo on behalf of the Massachusetts

Class) (“Tenth Cause of Action”) (Doc. 15, ¶¶ 254-61);

11. Breach of Express Warranty pursuant to N.Y. UCC § 2-313 (Plaintiff Stewart on

behalf of the New York Class) (“Eleventh Cause of Action”) (Doc. 15, ¶¶ 262-71);

12. Breach of Implied Warranty of Merchantability pursuant to 13 Pa. C.S. § 2A212

(Plaintiff Fry on behalf of the Pennsylvania Class) (“Twelfth Cause of Action”)

(Doc. 15, ¶¶ 272-80);

13. Breach of Express Warranty pursuant to 13 Pa. C.S. § 2A210 (Plaintiff Fry on

behalf of the Pennsylvania Class) (“Thirteenth Cause of Action”) (Doc. 15, ¶¶ 281-

90);

14. Breach of Implied Warranty of Merchantability pursuant to Tex. Bus. & Com.

Code § 2.314 (Plaintiff McClain on behalf of the Texas Class) (“Fourteenth Cause

of Action”) (Doc. 15, ¶¶ 291-99);

15. Breach of Express Warranty pursuant to Tex. Bus. & Com. Code § 2.313 (Plaintiff

McClain on behalf of the Texas Class) (“Fifteenth Cause of Action”) (Doc. 15, ¶¶

300-09);

16. Violation of the Texas Deceptive Practices Act, Tex. Bus. & Com. Code § 17.41,

et seq. (Plaintiff Ojo on behalf of the Massachusetts Class) (“Sixteenth Cause of

Action”) (Doc. 15, ¶¶ 310-23)2;

17. Breach of Implied Warranty of Merchantability pursuant to N.J.S.A. § 12A:2-314

(Plaintiff Einhorn on behalf of the New Jersey Class) (“Seventeenth Cause of

Action”) (Doc. 15, ¶¶ 324-32);

18. Breach of Express Warranty pursuant to N.J.S.A. § 12A:2-313 (Plaintiff Einhorn

on behalf of the New Jersey Class) (“Eighteenth Cause of Action”) (Doc. 15, ¶¶

333-42).

On March 31, 2024, Honda filed a motion to dismiss the amended complaint, as well

as a brief in support. (Doc. 17; Doc. 18). On April 18, 2024, Plaintiffs filed a brief in opposition

to Honda’s motion to dismiss. (Doc. 24). Honda filed its reply brief on May 7, 2024. (Doc.

25). On January 27, 2025, Honda filed a supplemental reply in support of its motion to dismiss

2 The amended complaint described the Sixteenth Cause of Action as being brought by

Plaintiff Ojo on behalf of the Massachusetts Class. However, the content of this cause of

action alleges harm to Plaintiff McClain and Texas class members. (Doc. 15, ¶¶ 310-23).

Given that Plaintiffs allege violation of a Texas statute, the Court assumes instead that

Plaintiff McClain intended to bring this cause of action on behalf of the Texas class.

(Doc. 47), and on February 10, 2025, Plaintiffs filed a response in opposition to Honda’s

supplemental reply. (Doc. 48). Accordingly, the motions to dismiss have been fully briefed

and are ripe for disposition.

II. LEGAL STANDARDS

A. MOTION TO DISMISS FOR LACK OF SUBJECT MATTER JURISDICTION

Rule 12(b)(1) of the Federal Rules of Civil Procedure authorizes a defendant to move

to dismiss for “lack of subject-matter jurisdiction.” Fed. R. Civ. P. 12(b)(1). A motion to

dismiss under Rule 12(b)(1) may be treated as either a facial or factual challenge to the court’s

subject matter jurisdiction. Gould Electronics Inc. v. United States, 220 F. 3d 169, 176 (3d Cir.

2000). In a facial challenge under Rule 12(b)(1), a defendant argues that “the complaint, on

its face, does not allege sufficient grounds to establish subject matter jurisdiction.” D.G. v.

Somerset Hills School Dist., 559 F. Supp. 2d 484, 491 (D.N.J. 2008). In response to the defense’s

facial challenge of subject-matter jurisdiction, the Court “must consider the allegations of the

complaint as true.” Mortensen v. First Fed. Savings & Loan Association, 549 F.2d 884, 891 (3d

Cir. 1977). In a factual challenge under Rule 12(b)(1),“the trial court is free to weigh the

evidence and satisfy itself as to the existence of its power to hear the case.” Mortensen, 549

F.2d at 891. “Evidence outside the pleadings [may be examined] to determine . . .

jurisdiction.” Gould Electronics Inc., 220 F. 3d at 178. “When a motion under Rule 12 is based

on more than one ground, the court should consider the 12(b)(1) challenge first because if it

must dismiss the complaint for lack of subject matter jurisdiction, all other defenses and

objections become moot.” In re Corestates Trust Fee Litigation, 837 F. Supp. 104, 105 (E.D. Pa.

1993), aff’d 39 F.3d 61 (3d Cir. 1994). “Rule 12(b)(1) motions may be filed at any time and

repeatedly, if the movants assert new arguments warranting [the court’s] attention.”

Fahnsestock v. Reeder, 223 F. Supp. 2d 618, 621 (E.D. Pa. 2002).

In order for a Court to have subject-matter jurisdiction over a presented issue, the

plaintiff must establish either diversity of citizenship or a federal question at hand. Lincoln

Ben. Life Co. v. AEI Life, LLC, 800 F.3d 99, 104 (3d Cir. 2015).

“The principal federal statute governing diversity jurisdiction, 28 U.S.C. §

1332, gives federal district courts original jurisdiction of all civil actions

‘between ... citizens of different States’ where the amount in controversy

exceeds $75,000.” For over two hundred years, the statute has been understood

as requiring “complete diversity between all plaintiffs and all defendants,” even

though only minimal diversity is constitutionally required. This means that,

unless there is some other basis for jurisdiction, “no plaintiff [may] be a citizen

of the same state as any defendant.”

Lincoln Ben. Life Co., 800 F.3d at 104.

B. MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION

A Federal Court may exercise personal jurisdiction over a non-resident defendant to

the extent permissible under the laws of the state in which the court sits. Mellon Bank (E.)

PSFS, Nat. Ass'n v. Farino, 960 F.2d 1217, 1221 (3d Cir. 1992) (citation omitted). The forum

state in this instance is Pennsylvania, and the applicable long arm statute is codified at 42 Pa.

Stat. and Cons. Stat. Ann. § 5322(b). This statute permits courts in Pennsylvania to exercise

jurisdiction “to the fullest extent allowed under the Constitution of the United States and may

be based on the most minimum contact with this Commonwealth allowed under the

Constitution of the United States.” 42 Pa. Stat. and Cons. Stat. Ann. § 5322(b). Thus, this

Court may properly exercise jurisdiction over Defendants so long as it does not violate their

due process rights. See Mellon Bank, 960 F.2d at 1221.

With respect to this constitutional inquiry, the “Due Process Clause of the Fourteenth

Amendment requires that nonresident defendants have ‘certain minimum contacts with [the

forum state] such that the maintenance of the suit does not offend traditional notions of fair

play and substantial justice.’” Kehm Oil Co. v. Texaco, Inc., 537 F.3d 290, 299-300 (3d Cir.

2008) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). “Having minimum

contacts with another state provides ‘fair warning’ to a defendant that he or she may be subject

to suit in that state.” Kehm Oil, 537 F.3d at 299-300 (quoting Burger King Corp. v. Rudzewicz,

471 U.S. 462, 472 (1985)). As such, personal jurisdiction under the Due Process Clause

depends upon “the relationship among the defendant[s], the forum, and the litigation.” Shaffer

v. Heitner, 433 U.S. 186, 204 (1977).

There are two types of personal jurisdiction over non-resident defendants—general

jurisdiction and specific jurisdiction. O’Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 317 (3d

Cir. 2007). General jurisdiction may be asserted when a non-resident defendant has

maintained “systematic and continuous contacts with the forum state.” Marten v. Godwin, 499

F.3d 290, 296 (3d Cir. 2007) (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S.

408, 414–15 (1984)); see also Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919

(2011) (“A court may assert general jurisdiction over foreign (sister-state or foreign-country)

corporations to hear any and all claims against them when their affiliations with the State are

so “continuous and systematic” as to render them essentially at home in the forum State.”)

(citing Int’l Shoe Co., 326 U.S. at 317). When subject to the general jurisdiction of a state, “that

[defendant] can be called to answer any claim against [it], regardless of whether the subject

matter of the cause of action has any connection to the forum.” Mellon Bank, 960 F.2d at 1221.

Thus, general jurisdiction requires that the defendant’s contacts with the forum state are “of

the sort that approximate physical presence.” William Rosenstein & Sons Co. v. BBI Produce, Inc.,

123 F. Supp. 2d 268, 274 (M.D. Pa. 2000) (quoting Bancroft & Masters, Inc. v. Augusta Nat. Inc.,

223 F.3d 1082, 1086 (9th Cir. 2000), holding modified by Yahoo! Inc. v. La Ligue Contre Le Racisme

Et L'Antisemitisme, 433 F.3d 1199 (9th Cir. 2006)).

Pursuant to Pennsylvania’s long-arm statute, this Court may exercise specific personal

jurisdiction over a foreign defendant that “contract[s] to supply services or things in this

Commonwealth.” 42 Pa.C.S.A. § 5322(a)(2); see Merced v. Gemstar Grp., Inc., No. CIV.A. 10-

3054, 2015 WL 1182860, at *4 (E.D. Pa. Mar. 13, 2015). “Specific jurisdiction exists when

the claim arises from or relates to [the defendant’s] conduct purposely directed at the forum

state.” Marten, 499 F.3d at 296 (citing Helicopteros, 466 U.S. at 414–15 n.9). To determine

whether it has specific jurisdiction over a defendant, the Court must engage in a three-part

inquiry. O'Connor, 496 F.3d at 317. First, the Court must consider whether the defendants

“purposefully directed [their] activities” at the forum state. O'Connor, 496 F.3d at 317 (quoting

Burger King, 471 U.S. at 472). Second, “the litigation must ‘arise out of or relate to’ at least

one of those activities.” O'Connor, 496 F.3d at 317 (quoting Helicopteros, 466 U.S. at 414).

Third, if the prior requirements are met, “[the Court] may consider additional factors to

ensure that exercising jurisdiction would be consistent with notions of ‘“fair play and

substantial justice.”’ O'Connor, 496 F.3d at 317 (quoting Burger King, 471 U.S. at 476).

C. MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM

Rule 12(b)(6) of the Federal Rules of Civil Procedure authorizes a defendant to move

to dismiss for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P.

12(b)(6). To assess the sufficiency of a complaint on a Rule 12(b)(6) motion, a court must first

take note of the elements a plaintiff must plead to state a claim, then identify mere conclusions

that are not entitled to the assumption of truth, and finally determine whether the complaint’s

factual allegations, taken as true, could plausibly satisfy the elements of the legal claim. Burtch

v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir. 2011). In deciding a Rule 12(b)(6) motion,

the court may consider the facts alleged on the face of the complaint, as well as “documents

incorporated into the complaint by reference, and matters of which a court may take judicial

notice.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007).

After recognizing the required elements that make up the legal claim, a court should

“begin by identifying pleadings that, because they are no more than conclusions, are not

entitled to the assumption of truth.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). The plaintiff

must provide some factual ground for relief, which “requires more than labels and

conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Bell

Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). “[T]hreadbare recitals of the elements of

a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S.

at 678. Thus, courts “need not credit a complaint’s ‘bald assertions’ or ‘legal conclusions’. . . ”

Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997) (quoting In re Burlington Coat

Factory Sec. Litig., 114 F.3d 1410, 1429-30 (3d Cir. 1997)). Nor need a court assume that a

plaintiff can prove facts that the plaintiff has not alleged. Associated Gen. Contractors of Cal. v.

Cal. State Council of Carpenters, 459 U.S. 519, 526 (1983).

A court must then determine whether the well-pleaded factual allegations give rise to

a plausible claim for relief. “A claim has facial plausibility when the plaintiff pleads factual

content that allows the court to draw the reasonable inference that the defendant is liable for

the misconduct alleged.” Palakovic v. Wetzel, 854 F.3d 209, 219-20 (3d Cir. 2017) (quoting

Iqbal, 556 U.S. at 678) (internal quotation marks omitted); see also Sheridan v. NGK Metals

Corp., 609 F.3d 239, 262 n.27 (3d Cir. 2010). The court must accept as true all allegations in

the complaint, and any reasonable inferences that can be drawn therefrom are to be construed

in the light most favorable to the plaintiff. Jordan v. Fox, Rothschild, O'Brien & Frankel, 20 F.3d

1250, 1261 (3d Cir. 1994). This “presumption of truth attaches only to those allegations for

which there is sufficient factual matter to render them plausible on their face.” Schuchardt v.

President of the U.S., 839 F.3d 336, 347 (3d Cir. 2016) (internal quotation and citation omitted).

The plausibility determination is context-specific and does not impose a heightened pleading

requirement. Schuchardt, 839 F.3d at 347.

D. AVERMENTS OF FRAUD UNDER FED. R. CIV. P. 9(B)

Rule 9(b) of the Federal Rules of Civil Procedure provides: “In alleging fraud or

mistake, a party must state with particularity the circumstances constituting fraud or mistake.

Malice, intent, knowledge, and other conditions of a person's mind may be alleged generally.”

Fed. R. Civ. P. 9(b). To satisfy Rule 9(b), a plaintiff must plead the circumstances of the

alleged fraud with particularity in order to put defendants on notice of the claims against

them, provide an opportunity for defendants to protect their reputations, and reduce the

number of frivolous suits. In re Rockefeller Ctr. Props., Inc. Sec. Litig., 311 F.3d 198, 216 (3d Cir.

2002). Pursuant to Rule 9(b), a plaintiff claiming fraud must specify “the who, what, when,

where, and how of the events at issue.” United States ex rel. Bookwalter v. UPMC, 946 F.3d 162,

176 (3d Cir. 2019) (quoting United States ex rel. Moore & Co., P.A. v. Majestic Blue Fisheries, LLC,

812 F.3d 294, 307 (3d Cir. 2016); In re Rockefeller Ctr. Props., Inc. Sec. Litig, 311 F.3d at 217).

“Although Rule 9(b) falls short of requiring every material detail of the fraud such as date,

location, and time, plaintiffs must use ‘alternative means of injecting precision and some

measure of substantiation into their allegations of fraud.’” In re Rockefeller Ctr. Props. Secs. Litig.,

311 F.3d at 216 (quoting In re Nice Sys., Ltd. Secs. Litig., 135 F. Supp. 2d 551, 577 (D.N.J.

2001)); Animal Sci. Prod., Inc. v. China Nat. Metals & Minerals Import & Export Corp., 596 F. Supp.

2d 842, 878 (D.N.J. 2008).

III. DISCUSSION

Honda moves to dismiss Plaintiffs’ amended complaint pursuant to Rules 12(b)(1),

12(b)(2), 12(b)(6), and 9(b) of the Federal Rules of Civil Procedure. (Doc. 17). First, Honda

avers that the Court lacks subject matter jurisdiction over this action because Honda’s

voluntary product update campaign, service bulletins, and customer letters render Plaintiffs’

claims not justiciable. (Doc. 18, at 5; Doc. 47, at 3). Honda also contends that the Court lacks

personal jurisdiction with respect to the claims of the seven non-Pennsylvanian named

Plaintiffs. (Doc. 18, at 9). Honda then contends that Plaintiffs have not adequately alleged

fraud-based claims because they have not satisfied Rule 9(b)’s heightened pleading standard.

(Doc. 24, at 15). Next, Honda avers that Plaintiffs Ojo, Stewart, McClain, and Einhorn fail

to state express warranty claims because they have not adequately alleged their vehicle was

covered by a warranty at the time the Rear Windshield Defect occurred. (Doc. 18, at 17).

Finally, Honda argues that Plaintiffs Barnes, Stewart, and Einhorn fail to state implied

warranty claims because they lack direct contractual privity with Honda. (Doc. 18, at 19).

The Court will address each argument in turn.3

A. PLAINTIFFS STATE A JUSTICIABLE CLAIM.

Honda moves to dismiss the amended complaint under Fed. R. Civ. P. 12(b)(1) on the

basis of mootness, contending that their voluntary product update campaign, as outlined in

3 The Court notes that Honda also asserts that Plaintiffs fail to state a claim under the

Magnuson-Moss Warranty Act because the amended complaint does not name one hundred

plaintiffs. (Doc. 18, at 16). However, Plaintiffs voluntarily withdrew their Magnuson-Moss

Warranty Act claim in their brief in opposition. (Doc. 24, at 6 n.1).

their press statement, services bulletins, and customer letters, resolves the alleged defect and

renders Plaintiffs’ claims not justiciable. (Doc. 18, at 6; Doc. 47, at 3). Honda reasons that it

is “clearly committed to fixing Plaintiffs’ rear windshields at no charge, or alternatively, to

reimbursing them if they already had to have their windshield replaced.” (Doc. 25, at 3; see

Doc. 47). Plaintiffs counter that despite Honda’s voluntary product update, Honda has not

issued a voluntary recall, has not agreed to replace all defective windshields, including those

that have not cracked, and has not offered guaranteed compensation for out-of-pocket repair

costs incurred by consumers after Honda refused to cover repairs under the Warranty. (Doc.

15, ¶¶ 147, 155; Doc. 48, at 1-2). Plaintiffs further aver that their demand for monetary

damages, in addition to equitable damages, precludes Honda’s voluntary product update

campaign from providing complete relief. (Doc. 24, at 4-5; Doc. 48, at 2-3).

A court lacks subject matter jurisdiction over a controversy that has been rendered

moot. Rendell v. Rumsfeld, 484 F.3d 236, 240 (3d Cir. 2007). There are two categories of

mootness: Article III mootness and prudential mootness. Sierra Club v. U.S. Army Corps of

Eng’rs, 277 F. App’x 170, 172 (3d Cir. 2008). Article III mootness limits judicial authority to

the existence of a live “case or controversy.” Rendell, 484 F.3d at 240; Sierra Club, 277 F. App’x

at 172. Prudential mootness is a doctrine under which courts exercise discretion to decline

declaratory or injunctive relief where a case or controversy is so attenuated that such relief

would not be prudent. Sierra Club, 277 F. App’x at 172 (citing Chamber of Commerce v. U.S.

Dept. of Energy, 627 F.2d 289, 291 (D.C. Cir. 1980)). Honda asserts that Plaintiff’s claims are

prudentially moot. (Doc. 18, at 6; Doc. 47, at 3). The central question in determining whether

a claim is prudentially moot is whether the plaintiff will have complete relief if the case is

dismissed. Sierra Club, 277 F. App’x at 172–73 (“The central question in a prudential

mootness analysis is ‘whether changes in circumstances that prevailed at the beginning of the

litigation have forestalled any occasion for meaningful relief.’”) (internal quotations omitted);

see also Blanciak v. Allegheny Ludlum Corp., 77 F.3d 690, 698-99 (3d Cir. 1996) (“If

developments occur during the course of adjudication that eliminate a plaintiff's personal

stake in the outcome of a suit or prevent a court from being able to grant the requested relief,

the case must be dismissed as moot.”).

While the prudential mootness doctrine grants courts discretion to dismiss equitable

claims, it does not grant courts discretion to dismiss legal claims. Davis v. BMW of N. Am.,

LLC, No. 19-CV-19650, 2022 WL 3646571, at *3 (D.N.J. Aug. 23, 2022) (citing Cohen v.

Subaru of Am., Inc., No. 12–844, 2022 WL 721307, at *36 (D.N.J. Mar. 10, 2022)). “Courts

have routinely declined to apply this doctrine where plaintiffs seek not just equitable relief,

but legal relief that exceeds what defendants were offering through a recall.” Davis, 2022 WL

3646571, at *3; Martin v. Ford Motor Co., 765 F. Supp. 2d 673, 681 (E.D. Pa. 2011) (rejecting

the argument that a vehicle recall rendered a claim moot where the court could grant a “partial

remedy,” including monetary damages); Hickman v. Subaru of Am., Inc., No. 1:21-CV-02100,

2022 WL 11021043, at *5 (D.N.J. Oct. 19, 2022) (“[A]pplication of the prudential mootness

doctrine, even in the context of a facial attack, is not appropriate where . . . [p]laintiffs clearly

allege diminution in value for their vehicles, which is a separate request for relief.”). To hold

otherwise “would be to dismiss the matter without giving Plaintiffs a chance to seek complete

relief.” Hickman, 2022 WL 11021043, at *5 (internal citation omitted).

Plaintiffs seek “actual damages, incidental and consequential damages, punitive

damages, and/or other form[s] of monetary relief provided by law,” in addition to equitable

relief. (Doc. 15, at 80-81). According to Plaintiffs, this relief will reimburse them for the

diminution in value economic damages to compensate for overpaying for defective vehicles,

in addition to reimbursement for out-of-pocket expenses and defect-free rear windshields.

(Doc. 48, at 1). Courts have denied application of the prudential mootness doctrine where the

plaintiff seeks legal remedies in addition to equitable remedies. Davis, 2022 WL 3646571, at

*3 (rejecting the prudential mootness argument where plaintiff “allege[d] sufficient facts to

support his claims for diminution in value [] and reimbursement for out-of-pocket expenses”);

Martin, 765 F. Supp. 2d at 681 (finding same); Patlan v. BMW of N. Am, LLC, No. 18-CV-

09546, 2024 WL 1328012, at *6 (D.N.J. Mar. 28, 2024) (finding same); Hickman, 2022 WL

11021043, at *5 (finding same), see Jasinski v. Kia Am., Inc., No. 25-cv-1234, 2025 WL

3047883, at *4 (E.D. Pa. Oct. 31, 2025) (“In the context of a recall, ‘[c]ourts have routinely

declined to apply this doctrine where plaintiffs seek not just equitable relief, but legal relief

that exceeds what defendants were offering through a recall.’”) (internal citations omitted).

Because Plaintiffs seek both legal and equitable remedies, even if Honda acts fully under its

voluntary product update, Plaintiffs will still not have complete relief. Plaintiffs seek further

relief through the Court for their overpayment and the diminished value of the Class Vehicles

at the time of sale or lease. (Doc. 15, at 81; Doc. 48, at 2). Therefore, Honda’s motion to

dismiss for lack of subject matter jurisdiction under Rule 12(b)(1) is DENIED.

B. THE COURT HAS PERSONAL JURISDICTION OVER HONDA.

Honda alleges that the Court lacks personal jurisdiction over it with respect to the

claims of the seven non-Pennsylvanian named Plaintiffs. (Doc. 18, at 6). Honda moves to

dismiss these claims under Fed. R. Civ. P. 12(b)(2) for the following reasons: (1) the claims

have no relation to Pennsylvania, (2) Honda is not headquartered in Pennsylvania, and (3)

Honda did not “consent” to general jurisdiction in Pennsylvania by registering to do business

there. (Doc. 18, at 9-10). While the first two contentions are undisputed, Plaintiffs counter

that the Court has “general personal jurisdiction over Honda based on Pennsylvania’s

consent-by-registration statute[]” because Honda “registered to do business in Pennsylvania

and established an office there to receive service of process.” (Doc. 15, at ¶ 29; Doc. 24, at

11).

“[A] District Court typically exercises personal jurisdiction according to the law of the

state where it sits.” O'Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007) (citing

Fed. R. Civ. P. 4(k)(1)(A)). Under Pennsylvania's long-arm statute, the Court may exercise

jurisdiction over non-resident defendants “to the fullest extent allowed under the Constitution

of the United States,” based “on the most minimum contact with this Commonwealth

allowed under the Constitution of the United States.” 42 Pa. C.S.A. § 5322(b).

The parties agree that Honda is not “at home” in Pennsylvania because it is neither

headquartered nor incorporated there. See Daimler AG v. Bauman, 571 U.S. 117, 137 (2014)

(holding that a corporation is “at home” for purposes of general jurisdiction only in its place

of incorporation and principal place of business); see also Vonbergen v. Liberty Mut. Ins. Co., 705

F. Supp. 3d 440, 447 (E.D. Pa. 2023) (holding that a Massachusetts corporation is not subject

to general jurisdiction because it is not “at home” in Pennsylvania). Notwithstanding this

rule, “Pennsylvania expressly permits its courts to exercise ‘general personal jurisdiction’ over

registered foreign corporations [], and the Supreme Court has explained that a foreign

corporation consents to this general personal jurisdiction by complying with Pennsylvania's

registration requirements.” Vonbergen, 705 F. Supp. 3d at 447-48 (citing Mallory v. Norfolk

Southern Railway Co., 600 U.S. 122, 134-35 (2023)).

In Mallory v. Norfolk Southern Railway Co., 600 U.S. 122, 134 (2023), the Supreme Court

upheld 42 Pa. Cons. Stat. § 5301(a)(2)(i), Pennsylvania’s consent-by-registration statute, as

constitutional under the Due Process Clause of the Fourteenth Amendment. 600 U.S. at 134

(“Pennsylvania law is explicit that ‘qualification as a foreign corporation’ shall permit state

courts to ‘exercise general personal jurisdiction’ over a registered foreign corporation, just as

they can over domestic corporations.”). In doing so, “[t]he Supreme Court held that [the]

defendant consented to the general jurisdiction of [Pennsylvania] over claims against it when

it registered to do business as a foreign corporation and had appointed an agent to receive

service of process in the Commonwealth.” Angelillo v. Facebook, No. 4:23-CV-1078, 2024 WL

4529564, at *5 (M.D. Pa. Oct. 18, 2024), aff'd, No. 24-3022, 2025 WL 1189822 (3d Cir. Apr.

24, 2025) (citing Mallory, 600 U.S. at 134-35).

Thus, in Pennsylvania, “personal jurisdiction may rest on a defendant's consent,

independent of the ‘at home’ analysis for general jurisdiction.” Jasinski, 2025 WL 3047883, at

*6; see also Monge v. Univ. of Pennsylvania, No. CV 22-2942, 2023 WL 4237078, at *3 (E.D. Pa.

June 28, 2023) (“Where a foreign corporation has consented to suit in the forum state as a

function of registering to do business in that state, the exercise of general jurisdiction is

proper”). “Consent is not a judicially created fiction – it is an ‘express waiver of the personal

jurisdiction requirement’ that is fully enforceable when given in compliance with state law.”

Jasinski, 2025 WL 3047883, at *6 (quoting Mallory, 600 U.S. at 134-35). Because Honda has

registered to do business and has a registered agent in Pennsylvania, it has consented to

personal jurisdiction. Jasinski, 2025 WL 3047883, at *6 (“Defendant's registration to do

business in Pennsylvania, coupled with its appointment of a registered agent, satisfies § 5301

and independently establishes personal jurisdiction.”).

Further, the Court rejects Honda’s argument that, per Justice Alito’s concurring

opinion in Mallory, Pennsylvania’s consent-by-registration statute violates the Dormant

Commerce Clause doctrine. 600 U.S. at 150 (Alito, J., concurring in part and concurring in

the judgment). The Court notes that concurrences do not constitute binding precedent.

Maryland v. Wilson, 519 U.S. 408, 413 (1997); see Jasinski, 2025 WL 3047883, at *6 (rejecting

defendant’s argument that “Pennsylvania’s statutory framework violates the Dormant

Commerce Clause to the extent that it establishes personal jurisdiction based on registration

to do business”). Honda’s motion to dismiss the seven non-Pennsylvanians’ claims under

Rule 12(b)(2) for lack of personal jurisdiction is DENIED.

C. PLAINTIFFS DO NOT BRING FRAUD-BASED CLAIMS.

Honda next contends that Plaintiffs fail to adequately allege their fraud-based claims

because they have not satisfied the heightened pleading standard of Fed. R. Civ. P. 9(b). (Doc.

18, at 15). Plaintiffs counter that they do not raise any fraud-based claims. (Doc. 24, at 13).

In its reply brief, Honda responds that Plaintiffs’ claims for unjust enrichment and violations

of Massachusetts General Law, M.G.L 93A § 2 (“Chapter 93A”), allege fraudulent activity

and therefore must be pled with sufficient particularity under Rule 9(b). (Doc. 25, at 9-10).

The Court will address Honda’s arguments as to Plaintiffs’ Second and Tenth Causes of

Action, which address the unjust enrichment and Chapter 93A claims, respectively.

1. Unjust Enrichment Claim

To state a claim for unjust enrichment, “a plaintiff must allege (1) that the plaintiff

conferred a benefit on the defendant; (2) the defendant appreciated the benefit; and (3) the

defendant accepted and retained the benefit under circumstances in which it would be

inequitable to do so without paying for the benefit.”4 In re Rutter's Inc. Data Sec. Breach Litig.,

511 F. Supp. 3d 514, 537 (M.D. Pa. 2021) (citation omitted). Typically, unjust enrichment

need only be pled under the liberal pleading standard of Fed. R. Civ. P. (8)(a)(2).5 Maniscalco

4 In their Second Cause of Action, Plaintiffs allege unjust enrichment on behalf of the

proposed nationwide class or in the alternative the proposed California, Georgia,

Massachusetts, New Jersey, New York, Pennsylvania, and Texas classes. (Doc. 15, at 57).

Unjust enrichment laws do not vary in any substantive manner from state to state. Snyder v.

Farnam Cos., Inc., 792 F. Supp. 2d 712, 723 (D.N.J. 2011); In re Actiq Sales and Mktg. Pracs.

Litig., 790 F. Supp. 2d 313, 322 (E.D. Pa. 2001) (collecting cases); see e.g. Ridgeline Cap.

Partners, LLC v. MidCap Fin. Servs., LLC, 340 F. Supp. 3d 1364, 1372 (N.D. Ga. 2018)

(citations omitted) (“To state a claim for unjust enrichment a plaintiff must ‘show that (1) a

benefit was provided, (2) compensation for that benefit was not received, and (3) the failure

to compensate renders the transaction unjust.’”); Riganian v. LiveRamp Holdings, Inc., 791 F.

Supp. 3d 1075, 1094 (N.D. Ca. 2025) (citations omitted) (“Regardless of whether the claim is

labelled unjust enrichment or restitution, a plaintiff must allege the same two elements:

‘receipt of a benefit and unjust retention of the benefit at the expense of another.’”); Infinity

Fluids Corp. v. General Dynamics Land Sys., Inc., 210 F. Supp. 3d 294, 309 (D. Mass. 2016) (“To

succeed on a claim for unjust enrichment, a plaintiff must show (1) a benefit conferred upon

defendant by plaintiff, (2) an appreciation or knowledge by defendant of the benefit, and (3)

acceptance or retention of the benefit under the circumstances would be inequitable without

payment for its value.”); Dzielak v. Whirlpool Corp., 26 F. Supp. 3d 304, 330 (D.N.J. 2014)

(citations omitted) (“Under New Jersey law, to state a claim for unjust enrichment, ‘a plaintiff

must allege that (1) at plaintiffs expense (2) defendant received a benefit (3) under

circumstances that would make it unjust for defendant to retain benefit without paying for

it.’”); Cooper v. Anheuser-Busch, LLC, 553 F. Supp. 3d 83, 115 (S.D.N.Y 2021) (citations

omitted) (“The basic elements of an unjust enrichment claim in New York require proof that

(1) [the] defendant was enriched, (2) at [the] plaintiff’s expense, and (3) equity and good

conscience militate against permitting defendant to retain what [the] plaintiff is seeking to

recover.”); Digital Drilling Data Sys., LLC v. Petrolink Servs., Inc., 965 F.3d 365, 383-84 (5th Cir.

2020) (citations omitted) (Under Texas law, “[a] party may recover under the unjust

enrichment theory when one person has obtained a benefit from another by fraud, duress, or

the taking of an undue advantage.”). Since no actual conflict exists, the Court need not engage

in a choice of law analysis, and Pennsylvania law will be applied to all Plaintiffs’ unjust

enrichment claims at this stage. See On Air Ent. Corp. v. Nat’l Indem. Co., 210 F.3d 146, 149 (3d

Cir. 2000) (finding that courts shall avoid engaging in choice of law analysis where parties

cannot show the difference between applicable laws and there is no actual conflict); see also In

re Actiq Sales and Mktg. Pracs. Litig., 790 F. Supp. 2d 313, 322 (E.D. Pa. 2001).

5 Federal Rule of Civil Procedure 8(a)(2) requires “a short and plain statement of the claim

showing that the pleader is entitled to relief.” Thus, a well-pleaded complaint must recite

factual allegations that are sufficient to raise the plaintiff’s claimed right to relief beyond the

level of mere speculation, set forth in a “short and plain” statement of a cause of action. There

(footnote continued on next page)

v. Brother Int'l Corp. (USA), 627 F. Supp. 2d 494, 505 (D.N.J. 2009) (“[T]he Court notes that

an unjust enrichment claim need not be pled with the same specificity as a claim sounding in

fraud.”); see also In re Rutter’s, 511 F. Supp. 3d at 538 (declining to dismiss an unjust

enrichment claim where plaintiffs plausibly alleged unjust enrichment on a theory that

plaintiffs did not receive part of what they bargained for and that it would be unjust for the

defendant to retain such benefit).

Notwithstanding, any claim that sounds in fraud, even where it is not a specific

element of the cause of action, must plead the circumstances underlying the alleged fraud

with particularity under Fed. R. Civ. P. 9(b). In re Westinghouse Sec. Litig., 90 F.3d 696, 717

(3d Cir. 1996); Travelers Indem. Co. v. Cephalon, Inc., 620 F. App’x 82, 86 (3d Cir. 2015). An

unjust enrichment claim sounds in fraud when the plaintiff’s theory alleges that the defendant

knew of the alleged defect and failed to disclose it. See Osness v. Lasko Prods., Inc., 868 F. Supp.

2d 402, 414-15 (E.D. Pa. 2012) (dismissing unjust enrichment claim for failure to plead with

particularity where the plaintiff’s theory rested on a claim that defendant knew of the defect

and failed to disclose it to consumers).

Honda contends that “Plaintiffs’ unjust enrichment claim is based on a nondisclosure

theory.” (Doc. 25, at 9). The Court disagrees. Plaintiffs allege that (1) they conferred a benefit

upon Honda by purchasing or leasing the Class Vehicles; (2) “Honda appreciated, accepted,

and retained the non-gratuitous benefits conferred by Plaintiffs and the proposed Class

Members, who, without knowledge of the Rear Windshield Defect, paid a higher price for

their vehicles which actually had lower values” due to the Rear Windshield Defect and who,

is no requirement that the pleading be specific nor probable. Schuchardt v. President of the U.S.,

839 F.3d 336, 347 (3d Cir. 2016) (citing Phillips v. Cnty. Of Allegheny, 515 F.3D 224, at 233-34

(3d Cir. 2008)).

had they been aware, would not have purchased or leased the Class Vehicles; and (3) “[i]t

would be inequitable and unjust for Honda to retain these wrongfully obtained profits.” (Doc.

15, ¶¶ 176-78).

Plaintiffs’ unjust enrichment theory does not rest on the contention that Honda knew

of the Rear Windshield Defect and failed to disclose it. See Osness, 868 F. Supp. 2d at 414-15.

Rather, Plaintiffs allege that it would be inequitable for Honda to retain the full benefit of the

purchased Class Vehicles because the Rear Windshield Defect diminished the value of the

vehicles. (Doc. 15, ¶¶ 176-78). Because this claim does not sound in fraud, Plaintiffs have

sufficiently pleaded unjust enrichment. Honda’s motion to dismiss Plaintiffs’ Second Cause

of Action under Rule 9(b) is DENIED.

2. Chapter 93A Claim

Chapter 93A of the Massachusetts General Law prohibits “[u]nfair methods of

competition and unfair or deceptive acts or practices in the conduct of any trade or

commerce.” M.G.L 93A § 2(a). “To establish liability under [Chapter 93A], the plaintiff must

prove: (i) that the defendant engaged in an act or practice that was deceptive or unfair; (ii)

that the act occurred primarily and substantially in Massachusetts; and (iii) and that the act

caused a loss of property or money.” Nutrition Mgmt. v. Harborside Healthcare Corp., No. CIV.A.

01-CV-0902, 2004 WL 764809, at *6 (E.D. Pa. Mar. 19, 2004) (citing M.G.L.A. 93A § 11).

“Conduct is ‘unfair’ under Chapter 93A if it (1) falls ‘within at least the penumbra of some

common-law, statutory, or other established concept of unfairness’; (2) is ‘immoral, unethical,

oppressive, or unscrupulous’; and (3) causes ‘substantial injury to consumers.’ ” In re Vanguard

Chester Funds Litig., No. CV 22-955, 2023 WL 8091999, at *16 (E.D. Pa. Nov. 20, 2023)

(internal quotations omitted).

“[T]o the extent that a Chapter 93A claim does not involve fraud, the claim is not

subject to a heightened pleading requirement.” Canfield v. FCA US LLC, No. CV 17-1789-MN-

SRF, 2019 WL 133402, at *15 (D. Del. Jan. 8, 2019), report and recommendation adopted, No.

CV 17-1789 (MN), 2019 WL 1089798 (D. Del. Mar. 8, 2019) (citations omitted). This is

because “the definition of an actionable ‘unfair or deceptive act or practice’ goes far beyond

the scope of the common law action for fraud and deceit.” Slaney v. Westwood Auto, Inc., 322

N.E.2d 768, 779 (Mass. 1975) (quoting United States Retail Credit Ass’n Inc. v. Fed. Trade

Comm’n, 300 F.2d 212, 221 (4th Cir. 1962)). Absent involvement of fraud, a plaintiff may

adequately plead a violation of Chapter 93A under a Rule 8(a)(2) standard. Canfield, 2019 WL

133402 at *15 (holding that plaintiffs adequately pleaded a Chapter 93A claim under a Rule

8 standard by “pleading the alleged defect, [the defendant’s] knowledge of the defect, and [the

defendant’s] concealment of this information”); In re Processed Egg Prods. Antitrust Litig., 851

F. Supp. 2d 867, 904 (E.D. Pa. 2012) (“[N]o allegations of fraudulent conduct must be pled

in order to sufficiently allege a [Chapter 93A] claim.”). Further, courts are reluctant to dismiss

Chapter 93A claims at the pleading stage. In re Vanguard, 2023 WL 8091999, at *16 (“[W]e

are reluctant at the pleadings stage — and without the benefit of discovery — to adopt

[defendants’] unfairness argument. Unfairness is a circumstantial inquiry under

Massachusetts law.”).

In Plaintiffs’ Tenth Cause of Action, they allege that “Honda’s sale and lease of the

defective Class Vehicles and failure to repair the Defect constitute an unfair or deceptive

practice in violation of [Chapter 93A].” (Doc. 15, ¶ 259). Plaintiffs adequately plead the

existence of the Rear Windshield Defect. (Doc. 15, ¶ 3, 143). Further, Plaintiffs contend that

Honda “is fully aware of the Rear Windshield Defect contained in the class vehicles” (Doc.

15, ¶ 153) and would have been made aware by March of 2023 at the latest, when the earliest

recorded NHSTA complaints were filed. (Doc. 15, ¶ 150). Nevertheless, Plaintiffs allege that

Honda failed to disclose the Rear Windshield Defect after learning of it, despite having “the

ability to notify Class Vehicle owners about the Rear Windshield Defect directly and via its

authorized dealerships at the time of sale and thereafter.” (Doc. 15, ¶ 153). Because Plaintiffs

plead the alleged defect, Honda’s knowledge of the Rear Windshield Defect, and Honda’s

failure to notify interested parties, Plaintiffs have adequately pleaded their Chapter 93A claim.

Therefore, Honda’s motion to dismiss Plaintiffs’ Tenth Cause of Action under Rule 9(b) is

DENIED.

D. PLAINTIFFS OJO, STEWART, MCCLAIN, AND EINHORN DO NOT STATE CLAIMS

FOR BREACH OF EXPRESS WARRANTY.

Next, Honda contends that Plaintiffs Ojo, Stewart, McClain, and Einhorn’s express

warranty claims must be dismissed because they fail to adequately allege that their vehicles

were covered by a warranty when presented for repair. (Doc. 18, at 17-18). Honda reasons

that because Plaintiffs Ojo, Stewart, McClain, and Einhorn allege facts only relating to the

time limitation and not the mileage on their vehicles when the Rear Windshield Defect

occurred and repair was sought, they fail to allege sufficient facts supporting their breach of

express warranty claims. (Doc. 18, at 18). Honda further avers that because the remaining

Plaintiffs have alleged facts relating to both time and mileage conditions, “the only reasonable

inference is the mileage information is not helpful to [Plaintiffs’] claims.” (Doc. 18, at 18-19).

Plaintiffs Ojo, Stewart, McClain, and Einhorn counter that they “explicitly plead their rear

windshields shattered when the vehicles were still covered by Honda’s warranty.” (Doc. 24,

at 13-14; Doc. 15, ¶¶ 79, 85-86, 92, 98-101, 107, 113-117, 126, 132-135). Plaintiffs contend

that “[a]t this stage the Court must draw all reasonable inferences in Plaintiffs’ favor, not

Honda’s.” (Doc. 24, at 14).

In order to state a claim for breach of express warranty, a plaintiff must allege all of

the following: “(1) that the defendant made an affirmation of fact or description of its goods;

(2) that the statement formed part of the basis of the bargain between the parties; and (3) that

the product failed to conform with the affirmation or description.” In re Shop-Vac Mktg. & Sales

Pracs. Litig., 964 F. Supp. 2d 355, 362 (M.D. Pa. 2013) (citing U.C.C. § 2–313). Both parties

agree that the Warranty “promised to ‘repair or replace any part that is defective in material

or workmanship under normal use’ without charge within three years or 36,000 in service,

whichever occurs first.” (Doc. 15, ¶¶ 38, 49, 60, 71, 82, 95, 110, 129; Doc. 18, at 17; Doc. 24,

at 13). While “breach of express warranty claims need not be pleaded with particularity under

Rule 9(b) . . . Rule 8(a)(2) requires that Plaintiffs provide additional factual details to remove

the vagueness and ambiguity” from their claims. In re Shop-Vac Mktg. & Sales Pracs. Litig, 964

F. Supp. 2d at 363-64. Where an express warranty for a vehicle is limited in duration of both

time and miles, courts within this Circuit have held that class action plaintiffs fail to allege

sufficient facts establishing that their vehicles remained under the warranty at the time of the

defect when they fail to allege the mileage of the vehicles. See Ponzio v. Mercedes-Benz USA,

LLC, 447 F. Supp. 3d 194, 254 (D.N.J. 2020) (dismissing plaintiffs’ breach of express warranty

claims where the express warranty was limited in duration by both months and miles,

“whichever occurred first,” and plaintiffs sufficiently alleged a timeline but failed to allege

mileage at the time the defect occurred); see also Certain Underwriters at Lloyd’s of Lond. v. U-

Line Corp., No. 13-3203, 2013 WL 5503672, at *5-*6 (D.N.J. Oct. 1, 2023) (dismissing

plaintiff’s breach of express warranty claims where plaintiffs failed to articulate with some

specificity how the warranty was breached).

Because Honda’s New Vehicle Limited Warranty was limited by both time and

mileage, Plaintiffs Ojo, Stewart, McClain, and Einhorn fail to sufficiently allege facts

supporting the defect occurred within the coverage period by alleging only time and failing to

allege mileage. (Doc. 15, at 67-71, 74-76, 79-80). Honda’s motion to dismiss Plaintiffs Ojo,

Stewart, McClain, and Einhorn’s Ninth, Eleventh, Fifteenth, and Eighteenth Causes of

Action under Rule 12(b)(6) is GRANTED.

E. PLAINTIFF EINHORN’S BREACH OF IMPLIED WARRANTY CLAIM IS SUBSUMED BY

THE NJPLA.

Finally, Honda moves to dismiss Plaintiffs Barnes, Stewart, and Einhorn’s breach of

implied warranty claims under Rule 12(b)(6) for failure to state a claim because they lacked

direct privity with Honda, as is required under Georgia and New York law. (Doc. 18, at 19).

Plaintiff responds that (1) Plaintiff Stewart does not bring an implied warranty of

merchantability claim; (2) Plaintiff Einhorn brings an implied warranty of merchantability

claim in New Jersey, which does not have a privity requirement—not in New York; and (3)

privity is established as to Plaintiff Barnes’ implied warranty claim under Georgia law. (Doc.

24, at 15). In its reply brief, Honda voluntarily withdrew its lack of privity arguments for

Plaintiffs Stewart and Barnes but contends that Plaintiff Einhorn’s implied warranty claim,

while not barred by a lack of privity, is subsumed by the New Jersey Products Liability Act

(“NJPLA”). (Doc. 25, at 12). Plaintiffs do not respond to this argument. Thus, the Court will

only address Honda’s motion to dismiss as to the Seventeenth Cause of Action, Plaintiff

Einhorn’s claim for breach of implied warranty on behalf of New Jersey class members. (Doc.

15, ¶¶ 324-32).

Under the NJPLA,

A manufacturer or seller of a product shall be liable in a product liability action only

if the claimant proves by a preponderance of the evidence that the product causing

the harm was not reasonably fit, suitable, or safe for its intended purpose because it:

a. deviated from the design specifications, formulae, or performance standards of the

manufacturer or from otherwise identical units manufactured to the same

manufacturing specifications or formulae, or b. failed to contain adequate warnings

or instructions, or c. was designed in a defective manner.

N.J. Stat. Ann. § 2A:58C-2.

The definitional section of the NJPLA defines “harm” as “(a) physical damage to

property, other than to the product itself; (b) personal physical illness, injury or death; (c) pain

and suffering, mental anguish or emotional harm; and (d) any loss of consortium or services

or other loss deriving from any type of harm . . . ” N.J. Stat. Ann. § 2A:58C-1(b)(2). Further,

“products liability” is defined as “any claim or action brought by a claimant for harm caused

by a product, irrespective of the theory underlying the claim, except actions for harm caused

by breach of an express warranty.” § 2A:58C-1(b)(3). Thus, courts have interpreted the

NJPLA to provide “the sole basis of relief under New Jersey law available to consumers

injured by a defective product.” Port Auth. of New York & New Jersey v. Arcadian Corp., 189 F.3d

305, 313 (3d Cir. 1999) (quoting Repola v. Morbark Indus., Inc., 934 F.2d 483, 492 (3d

Cir.1991)); see Calender v. NVR Inc., 548 F. App’x 761, 764 (3d Cir. 2013) (nonprecedential)

(“Except for claims for breach of an express warranty, all claims for harm caused by a product

under New Jersey law, regardless of the theory underlying the claim, are governed by the

[NJPLA].”). Thus, New Jersey law does not recognize an alleged breach of implied warranty

as a separate and distinct claim. Calender, 548 F. App’x at 764 (citing Port Auth. of New York &

New Jersey, 189 F.3d at 313).

Plaintiff Einhorn’s implied warranty claim centers around the Rear Windshield Defect.

(Doc. 15, ¶¶ 3, 143). Specifically, all Plaintiffs allege that “during the assembly process, the

sealer used to secure the rear glass in the Class Vehicles comes into contact with the heating

elements of the defroster, leading to a hot spot and weakening of the glass over time as the

defroster is used, eventually causing the rear windshields to spontaneously shatter.” (Doc. 15,

¶¶ 3, 143). This claim clearly relates to “the potential ‘harm caused by a product.’” Hindermyer

v. B. Braun Med. Inc., 419 F. Supp. 3d 809, 818 (D.N.J. 2019) (quoting Port Auth. of New York

& New Jersey,189 F.3d at 313). Therefore, Plaintiff Einhorn’s claim for breach of implied

warranty is subsumed by the NJPLA. See Hindermyer, 419 F. Supp. 3d at 819 (holding that

plaintiff’s implied warranty claims were subsumed by the NJPLA). Accordingly, Honda’s

motion to dismiss Plaintiff Einhorn’s Seventeenth Cause of Action under Rule 12(b)(6) is

GRANTED.

IV. LEAVE TO AMEND

The Third Circuit has instructed that if a complaint is vulnerable to dismissal for failure

to state a claim, the district court must permit a curative amendment, unless an amendment

would be inequitable or futile. Grayson v. Mayview State Hosp., 293 F.3d 103, 108 (3d Cir.

2002). Further, “[a] district court has ‘substantial leeway in deciding whether to grant leave

to amend.’” In re Avandia Mktg., Sales Practices & Prod. Liab. Litig., 564 F. App’x 672, 673 (3d

Cir. 2014) (not precedential) (quoting Lake v. Arnold, 232 F.3d 360, 373 (3d Cir. 2000)).

Plaintiffs Ojo, Stewart, McClain, and Einhorn’s breach of express warranty claims, Counts

Nine, Eleven, Fifteen, and Eighteen can be cured with amendment by pleading facts that

show with “some specificity” that Plaintiffs Ojo, Stewart, McClain, and Einhorn were within

the New Vehicle Limited Warranty’s time and mileage limit. See Certain Underwriters at Lloyd’s

of Lond., 2013 WL 5503672, at *5-*6; see Ponzio, 447 F. Supp. 3d at 254. However, Plaintiff

Einhorn’s claim for breach of implied warranty, Count Seventeen, cannot be cured with

amendment because the claim is subsumed by the NJPLA. See Hindermyer, 419 F. Supp. 3d

at 819. Where there is product liability, New Jersey law does not recognize a separate and

distinct breach of implied warranty claim. Calender, 548 F. App’x at 764 (citing Port Auth. of

New York & New Jersey, 189 F.3d at 313). Accordingly, Plaintiffs Ojo, Stewart, McClain, and

Einhorn’s breach of express warranty claims, Counts Nine, Eleven, Fifteen, and Eighteen,

are DISMISSED without prejudice. (Doc. 15). Plaintiffs Ojo, Steward, McClain, and

Einhorn are GRANTED 21 days to amend their breach of express warranty claims. Plaintiff

Einhorn’s breach of implied warranty claim, Count Seventeen, is DISMISSED with

prejudice. (Doc. 15).

V. CONCLUSION

For the foregoing reasons, Honda’s motion to dismiss is GRANTED in part and

DENIED in part. Honda’s motion to dismiss the amended complaint under Rule 12(b)(1) for

lack of subject matter jurisdiction is DENIED. (Doc. 17). Honda’s motion to dismiss the

amended complaint under Rule 12(b)(2) for lack of personal jurisdiction is DENIED. (Doc.

17). Honda’s motion to dismiss Plaintiffs’ Second and Tenth Causes of Action under Rule

9(b) is DENIED. (Doc. 17). Honda’s motion to dismiss Plaintiffs Ojo, Stewart, McClain, and

Einhorn’s Ninth, Eleventh, Fifteenth, and Eighteenth Causes of Action under Rule 12(b)(6)

is GRANTED. (Doc. 17). Plaintiffs Ojo, Stewart, McClain, and Einhorn’s Ninth, Eleventh,

Fifteenth, and Eighteenth Causes of Action are DISMISSED without prejudice. (Doc. 15).

Honda’s motion to dismiss Plaintiffs Einhorn’s Seventeenth Cause of Action under Rule

12(b)(6) is GRANTED. (Doc. 17). Plaintiff Einhorn’s Seventeenth Cause of Action is

DISMISSED with prejudice. (Doc. 15).

An appropriate Order follows.

Dated: March 23, 2026 s/ Karoline Mehalchick

KAROLINE MEHALCHICK

United States District Judge