## Facts

- In 1991, homeowners Roger and Louise Neuhoff purchased and installed sixty windows manufactured by Marvin Lumber & Cedar Company and an affiliate.
- In 1994, the Neuhoffs noticed decay in many windows and notified their installer; the parties disputed when Marvin was informed.
- In 1998, Marvin inspected the windows and found widespread decay.
- In March 1998, Marvin promised in writing to replace 33 windows at no cost.
- The Neuhoffs alleged that shortly thereafter Marvin’s agent orally promised to replace the remaining windows for free later, citing production problems.
- In 1999, Marvin replaced the 33 most decayed windows.
- In 2000, further inspection found additional decayed windows, including some newly installed replacements.
- In January 2001, Marvin refused free replacement of the remaining windows and offered replacements at a discount.
- The Neuhoffs sued in July 2001 for breach of warranties, breach of an oral contract, promissory estoppel, and violation of Massachusetts consumer protection law.

## Issues

1. Whether the alleged 1998 oral promise to replace remaining windows for free created an enforceable contract supported by consideration.
2. Whether warranty claims were timely under the U.C.C. limitations period and whether implied warranties applied to no-cost replacement windows.
3. Whether the Massachusetts consumer protection claim was time-barred and procedurally deficient.
4. Whether evidence of a clear promise, reasonable reliance, and detriment created a triable promissory estoppel claim.

## Decision

- Affirmed summary judgment for Marvin on the oral contract claim because the alleged promise lacked consideration.
- Affirmed summary judgment for Marvin on warranty claims as time-barred; also held implied warranty principles did not apply to replacement windows provided without a sale.
- Affirmed summary judgment for Marvin on the consumer protection claim as time-barred and not properly supported by the required pre-suit demand.
- Reversed summary judgment on promissory estoppel and remanded because disputed facts could support a finding of promise, reliance, and detriment.

## Legal Principles

- A post-sale promise to provide remedial performance is not an enforceable contract absent new consideration.
- Under Mass. Gen. Laws ch. 106, § 2-725, breach of warranty claims generally accrue at tender of delivery and are subject to a four-year limitations period unless an express warranty explicitly extends to future performance.
- Article 2 implied warranties generally require a sale; goods provided without charge as an accommodation are not treated as sold for implied warranty purposes.
- A Massachusetts promissory estoppel claim requires a clear and definite promise, reasonable and foreseeable reliance, and detriment; foregoing timely alternative arrangements in reliance on a remedial promise can satisfy reliance and detriment at the summary judgment stage.
- A Massachusetts consumer protection claim is subject to limitations requirements and a valid demand letter identifying the unfair or deceptive acts.

## Conclusion

The First Circuit upheld dismissal of the homeowners’ contract, warranty, and consumer protection claims, but allowed the promissory estoppel theory to proceed because a factfinder could conclude that Marvin made a sufficiently definite free-replacement promise on which the homeowners reasonably relied to their detriment.


Neuhoff v. Marvin Lumber & Cedar Co., 370 F.3d 197 (1st Cir. 2004)