No. 23-1801

COLONY PLACE SOUTH, INC., d/b/a Volvo Cars Plymouth, and 25 FALMOUTH ROAD, INC., d/b/a Volvo Cars Cape Cod,

Plaintiffs, Appellants,

v.

VOLVO CAR USA, LLC; FIDELITY WARRANTY SERVICES, INC.; and VOLVO CAR FINANCIAL SERVICES U.S., LLC,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. George A. O'Toole, Jr., U.S. District Judge]

Before

Gelpí, Montecalvo, and Rikelman, Circuit Judges.

Jason T. Allen, with whom William Kirby Bissell and Bass Sox Mercer were on brief, for appellants.

Michael Rayfield, with whom Stephen Hansen and Shook, Hardy & Bacon were on brief, for appellees.

November 21, 2024 MONTECALVO, Circuit Judge. Plaintiffs-appellants Colony Place South, Inc. and 25 Falmouth Road, Inc. (the "dealers") are two Massachusetts-based Volvo dealers. They initiated this suit against defendants-appellees Volvo Car USA, LLC ("Volvo USA"); Volvo Car Financial Services U.S., LLC ("Volvo Financial"); and Fidelity Warranty Services, Inc. ("Fidelity") for allegedly violating various provisions of Massachusetts General Laws Chapter 93B ("Chapter 93B"). The alleged violations relate to Volvo-branded Prepaid Maintenance Program contracts ("PPMs") -- a financial product allowing customers to pay up front at a discounted rate for future, routine maintenance services like oil changes at Volvo dealerships -- that Fidelity administers and issues to Volvo dealers, who in turn sell the PPM contracts to their customers. The parties cross-moved for summary judgment. After hearing argument on the cross-motions, the district court granted the defendants-appellees' motion and denied the plaintiffs-appellants' motion, concluding that entities like Fidelity are not regulated by Chapter 93B's relevant provisions. The dealers appeal that decision. We affirm, for a different reason: the dealers' sale and service of the Volvo PPM are not franchise obligations under Chapter 93B.

- 2 - I. Background

A. Factual Background

1. The Parties

Defendant-appellee Volvo USA distributes and oversees the sale of Volvo cars in the United States through franchise agreements with dealerships. Volvo USA's franchise agreements set forth standard terms that are the same for both dealers; the dealers contend that these standard terms are uniform for Volvo dealers throughout the United States.

Volvo USA's indirect corporate parent, Volvo Car Corporation, is also the direct corporate parent of defendant-appellee Volvo Financial. Volvo Financial offers various finance and insurance products to Volvo dealers.

Defendant-appellee Fidelity, which is not a corporate affiliate of Volvo USA or Volvo Financial, develops, offers, and administers automotive financing and insurance products.1 Fidelity sells its financing and insurance products through franchise dealers, who operate as middlemen; it does not sell any of these products directly to consumers. To design and sell such products, Fidelity partners with many companies, including Volvo, Kia,

1 Fidelity is a wholly owned subsidiary of JM Family Enterprises, Inc., which is a corporate affiliate of Jim Moran & Associates, Inc. ("JM&A"). In this litigation, the parties use the names "Fidelity" an