                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 16-3636
                        ___________________________

                        Paris Limousine of Oklahoma, LLC

                        lllllllllllllllllllll Plaintiff - Appellant

                                            v.

                          Executive Coach Builders, Inc.

                       lllllllllllllllllllll Defendant - Appellee
                                      ____________

                    Appeal from United States District Court
                for the Western District of Missouri - Springfield
                                 ____________

                              Submitted: April 5, 2017
                               Filed: August 7, 2017
                                  ____________

Before GRUENDER, MURPHY, and KELLY, Circuit Judges.
                         ____________

KELLY, Circuit Judge.

     Paris Limousine of Oklahoma (Paris Limousine) brought suit against Executive
Coach Builders (Executive Coach), alleging that limousines it purchased from
Executive Coach were in breach of warranty. The district court dismissed the
complaint, concluding that Paris Limousine was improperly attempting to enforce the
Federal Motor Vehicle Safety Standards (FMVSS) via a warranty action. Paris
Limousine appeals, and we reverse.

                                   I. Background

        Because this appeal arises from the grant of a motion to dismiss, the following
facts are drawn solely from the complaint. See Zutz v. Nelson, 601 F.3d 842, 846
(8th Cir. 2010). Executive Coach is in the business of converting standard vehicles
into limousines. Paris Limousine purchased nine limousines from Executive Coach
that it alleges are in breach of warranty because they are overweight.1

       According to the complaint, Executive Coach expressly warranted to Paris
Limousine that its limousines complied with all applicable FMVSS.2 The limousines
sold to Paris Limousine do not comply with the federal standards because their actual
weights are greater than the weight ratings indicated on the FMVSS-required label
that Executive Coach affixed to the vehicles. As a result, the nine limousines are not
properly certified and suffer from safety hazards associated with overloading. To
remedy the overloading and bring the vehicles into compliance with the FMVSS, the
limousines need to be physically modified.




      1
       The complaint states claims for (1) violation of the Magnuson-Moss Warranty
Act, 15 U.S.C. § 2301, et seq.; (2) breach of express warranty; and (3) breach of
implied warranty. Although Paris Limousine states that it appeals the dismissal of its
express and implied warranty claims, its arguments on appeal address only the
express warranty claim. We thus limit our opinion to that claim.
      2
        Executive Coach did not challenge this contention at the district court or on
appeal. Because the parties and the district court assumed that Executive Coach
expressly warranted that its limousines complied with the FMVSS, we proceed from
that assumption as well.

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       Executive Coach moved to dismiss the complaint, arguing, inter alia, that Paris
Limousine failed to allege damages and the suit was an improper attempt to enforce
the FMVSS. Although it found the damages allegations sufficient, the district court
dismissed the complaint, concluding that Paris Limousine could not use a warranty
action to enforce statutory safety standards that provide no private right of action.
The district court also denied Paris Limousine’s motion for reconsideration, again
holding that the FMVSS cannot be the basis of a warranty claim. Paris Limousine
appeals the district court’s grant of the dismissal motion and its denial of the
reconsideration motion. We review de novo the grant of a motion to dismiss, but we
will reverse a denial of a motion for reconsideration only for a clear abuse of
discretion. See Hallquist v. United Home Loans, Inc., 715 F.3d 1040, 1044 (8th Cir.
2013). Because we find that the district court erred in granting the motion to dismiss,
we do not address arguments related to the reconsideration motion.

                                   II. Discussion

      The FMVSS are promulgated by the Department of Transportation under the
authority of the National Traffic and Motor Vehicle Safety Act of 1966 (Safety Act),
15 U.S.C. § 1381, et seq. See Geier v. Am. Honda Motor Co., 529 U.S. 861, 864–65
(2000). The parties agree that the Safety Act contains no private right of action to
enforce the FMVSS. See Ayres v. Gen. Motors Corp., 234 F.3d 514, 524 (11th Cir.
2000). Executive Coach argues that the complaint was properly dismissed because
Paris Limousine cannot use a warranty claim to create a private right of action to
enforce the labeling requirements of the FMVSS.

      Assuming that Executive Coach expressly warranted that its limousines
complied with the FMVSS, its warranty obligations are independent of any statutory
obligations imposed by the Safety Act or the FMVSS. Congress made clear that the
Safety Act does “not establish or affect a warranty obligation under a law of the
United States or a State. A remedy under [the Safety Act] . . . is in addition to other

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rights and remedies under other laws of the United States or a State.” 49 U.S.C.
§ 30103(d). Paris Limousine brought its express warranty claim under Missouri law,
which authorizes private enforcement actions for breaches of express warranties. See
Mo. Ann. Stat. §§ 400.2-313, 400.2-714. The Safety Act and the FMVSS do not
affect Executive Coach’s potential liability under Missouri law for breach of its
express warranty. See Fabian v. Fulmer Helmets, Inc., 628 F.3d 278, 281–82 (6th
Cir. 2010) (rejecting defendant’s argument that the plaintiff “cannot do indirectly
what he cannot do directly by couching his private efforts to enforce the provisions
of the Safety Act as state law misrepresentation claims” because the claims were
authorized under state law and thus the plaintiff “has no need for, and thus need not
invoke, a private right of action under the Safety Act”).

      Executive Coach relies on Astra USA, Inc. v. Santa Clara County, 563 U.S.
110 (2011), to argue that, regardless of the theory pleaded in the complaint, suits to
enforce the FMVSS are barred because they are an improper attempt to create a
private right of action. But Astra does not help Executive Coach. That case
concerned the Public Health Services Act—a statute that does not contain a provision
comparable to 49 U.S.C. § 30103(d) that expressly allows parties to pursue remedies
based on warranties. See Astra, 563 U.S. at 117–22.

       On appeal, Executive Coach also appears to argue that Paris Limousine’s
warranty action should be dismissed due to conflict preemption. Perhaps because
Executive Coach did not raise this argument until its reply brief, the district court did
not rule on it, and “we do not normally consider issues which the district court did not
rule upon.” Bearden v. Lemon, 475 F.3d 926, 929–30 (8th Cir. 2007) (quoting First
Union Nat’l Bank v. Pictet Overseas Tr. Corp., 351 F.3d 810, 816 (8th Cir. 2003)).
To the extent that the argument is properly before us, we find that Executive Coach
has not met its burden to demonstrate that conflict preemption applies: It has not
shown that it is impossible to comply with its warranty obligation and the FMVSS,
nor has it established that its warranty obligation “stands as an obstacle” to the

                                          -4-
objectives of the Safety Act or the FMVSS. Geier, 529 U.S. at 873–74 (internal
quotation omitted); Williams v. Nat’l Football League, 582 F.3d 863, 880 (8th Cir.
2009) (burden is on party asserting federal preemption of state law); see also Fabian,
628 F.3d at 282–83 (holding that common law misrepresentation claims were not
preempted because they did not conflict with a FMVSS).

       Finally, Executive Coach argues that the complaint should be dismissed
because Paris Limousine failed to allege legally cognizable damages. The district
court rejected this argument, concluding that the complaint “is reasonably read to
allege that it cannot obtain the full use and benefit of the vehicles it purchased
because of the supposed defects.” We agree with the district court. Paris Limousine
alleged that it did not receive the benefit of its bargain when Executive Coach
delivered limousines that were improperly labeled and overweight; such allegations
sufficiently plead legally cognizable damages. See Coghlan v. Wellcraft Marine
Corp., 240 F.3d 449, 542 (5th Cir. 2001); Mo. Ann. Stat. § 400.2-714(2).

                                  III. Conclusion

      For the foregoing reasons, we reverse the district court’s dismissal of the
express warranty claim and remand for further proceedings consistent with this
opinion.
                     ______________________________




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