Trombly v. City Cars, LLC

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THE SUPREME COURT OF NEW HAMPSHIRE

___________________________

8th Circuit Court-Keene District Division
Case No. 2023-0398
Citation: Trombly v. City Cars, LLC, 2025 N.H. 25

KRISTEN TROMBLY & a.

v.

CITY CARS, LLC

Argued: September 10, 2024
Opinion Issued: June 5, 2025

Law Office of Steve J. Bonnette, P.C., of Keene (Steve J. Bonnette on the
brief and orally), for the plaintiffs.

Shaheen & Gordon, P.A., of Concord (Olivia F. Bensinger and James J.
Armillay, Jr. on the brief, and Olivia F. Bensinger orally), for the defendant.

MACDONALD, C.J.

¶1 The plaintiffs, Kristen Trombly and Christopher Patria, purchased a
used vehicle from the defendant, City Cars, LLC, a used car dealership. Within
a few days of purchasing the vehicle, the plaintiffs began having issues with
the vehicle’s transmission. They sued the defendant, alleging, among other
things, that the defendant violated the implied warranty of merchantability.
After a bench trial, the Circuit Court (Ryan, J.) concluded that the vehicle was
not merchantable and that the defendant had not disclaimed the implied
warranty of merchantability. The defendant appealed. We reverse.

I. Background

¶2 The following facts are drawn from the trial court’s order or are
otherwise supported by the record. In April 2022, the plaintiffs found a used
vehicle on the defendant’s website that they were interested in purchasing. At
the defendant’s dealership, the plaintiffs were given an opportunity to test drive
and inspect the vehicle. After their inspection, conversation with a
salesperson, and a test drive, the plaintiffs decided to purchase the vehicle.
They left the dealership with the vehicle that day.

¶3 The plaintiffs testified that within a few days of purchasing the
vehicle, “the transmission began to slip.” They contacted the salesperson, who
told them to bring the vehicle to a local repair shop. An employee at the repair
shop informed the plaintiffs that the vehicle was low on transmission fluid and
that the shop had added some.

¶4 Over the next several days, the plaintiffs continued to have trouble
with the transmission. The plaintiffs contacted the salesperson again, who told
them to take the vehicle to another dealership. The dealership recommended
to the plaintiffs that the transmission be replaced at the cost of $8,400 and
that “servicing would not help.” The plaintiffs contacted the defendant and
“acknowledge[d] that they purchased the car ‘as is’ but wanted to know what
the Defendant might do to help.” The defendant “attempted to send a refund
check of $500” to them but the plaintiffs returned the check and “indicated
that they expected the Defendant to pay to fix the transmission (rebuild or
replace) or issue a full refund and the vehicle would be returned.”

¶5 In July 2022, the plaintiffs filed a complaint against the defendant
alleging, inter alia, a violation of the implied warranty of merchantability under
New Hampshire’s version of the Uniform Commercial Code (UCC), RSA chapter
382-A. Following a bench trial, the trial court found that: (1) the defendant
dealership is a merchant; (2) the vehicle was not merchantable; and (3) the
implied warranty of merchantability was not disclaimed. The trial court
awarded damages to the plaintiffs. This appeal followed.

II. Analysis

¶6 On appeal, the defendant argues that the trial court erred because it
assessed merchantability “as the vehicle currently exists and not based on its
condition at the time it was sold.” The defendant also argues that the trial
court erred in concluding that the vehicle was not merchantable, because the
plaintiffs produced no evidence that the transmission was faulty when it was

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sold. The plaintiffs argue that the trial court correctly concluded that “the
[vehicle] was not merchantable when it was sold.” (Bolding and capitalization
omitted.) We agree with the defendant.

¶7 When reviewing a trial court’s decision rendered after a trial on the
merits, we will uphold the trial court’s factual findings and rulings unless they
lack evidentiary support or are legally erroneous. Gaucher v. Waterhouse, 175
N.H. 291, 295 (2022). We do not decide whether we would have ruled
differently than the trial court, but, rather, whether a reasonable person could
have reached the same decision based upon the same evidence. Id. at 295-96.
We defer to the trial court’s judgment on such issues as resolving conflicts in
the testimony, measuring the credibility of witnesses, and determining the
weight to be given to the evidence. Id. at 296. It is within the province of the
trial court to accept or reject, in whole or in part, whatever evidence was
presented. Id. We review the trial court’s application of the law to the facts de
novo. Id.

¶8 The UCC provides that, unless properly waived, a sale of goods is
subject to an implied warranty of merchantability. See RSA 382-A:2-314
(2011), :2-316 (2011). The parties dispute whether the vehicle was
merchantable within the meaning of the UCC. We first address the question of
when merchantability under RSA 382-A:2-314 is determined.

¶9 Resolution of this issue requires that we engage in statutory
interpretation. We review the trial court’s statutory interpretation de novo.
Adams v. Moose Hill Orchards, LLC, 177 N.H. ___, ___ (2024), 2024 N.H.
58, ¶6. We first look to the language of the statute itself, and, if possible,
construe that language according to its plain and ordinary meaning. Id. We
give effect to every word of a statute whenever possible and will not consider
what the legislature might have said or add language that the legislature did
not see fit to include. Id. We also construe all parts of a statute together to
effectuate its overall purpose. Id. However, we do not construe statutes in
isolation; instead, we attempt to construe them in harmony with the overall
statutory scheme. Id.

¶10 RSA 382-A:2-314 provides, in relevant part:

(1) Unless excluded or modified (Section 2-316), a warranty that the
goods shall be merchantable is implied in a contract for their sale if
the seller is a merchant with respect to goods of that kind . . . .

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 (2) Goods to be merchantable must be at least such as

(a) pass without objection in the trade under the contract
description; and
...
(c) are fit for the ordinary purposes for which such goods are
used.

RSA 382-A:2-314.

¶11 Under RSA 382-A:2-314, the warranty that goods “shall be
merchantable is implied in a contract for their sale.” Id. A “contract for sale” is
defined, in pertinent part, as a “present sale of goods.” RSA 382-A:2-106(1)
(2011). Therefore, by the statute’s terms, the implied warranty arises at the
time the sale is made. Cf. Dalton v. Stanley Solar & Stove, Inc., 137 N.H. 467,
471 (1993) (concluding that the implied warranty of fitness under RSA 382-
A:2-315 arises at the time of sale). In the context of used vehicles, we have
explained that “[o]rdinarily, for a motor vehicle to be merchantable, . . . it
should be able to be used on a public highway.” Roy v. Quality Pro Auto, 168
N.H. 517, 521 (2016) (quotation omitted). Thus, for a used vehicle to be
merchantable, it should be able to be used on a public highway at the time of
sale.

¶12 We apply this standard to determine whether the record supports
the trial court’s conclusion that the vehicle was not merchantable at the time of
sale. The evidence presented indicates that the plaintiffs drove the vehicle
home on the day of purchase and continued to drive it for the next several
days. The trial court found that “the transmission began to slip” “within a few
days of purchasing the vehicle.” The plaintiffs, who bore the burden of proof,
did not offer any evidence to establish that a transmission slipping within a few
days of purchase supports the conclusion that the vehicle was not
merchantable at the time of sale as the statute requires. On that basis, we
conclude that the trial court erred in its finding of non-merchantability.

¶13 An implied warranty of merchantability applies to the condition of
the goods at the time of sale. See RSA 382-A:2-314. Thus, the warranty is
breached only if the defect existed when the goods left the seller’s control. See
id. Because the plaintiffs failed to prove this essential element of their claim —
that the vehicle was not merchantable when it was sold — we need not
determine whether the defendant properly disclaimed the implied warranty.

Reversed.

BASSETT, DONOVAN, and COUNTWAY, JJ., concurred.

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