          United States Court of Appeals
                     For the First Circuit


No. 18-1800

                        LIMOLINER, INC.,

                     Plaintiff, Appellant,

                               v.

                         DATTCO, INC.,

                      Defendant, Appellee.


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

         [Hon. Jennifer C. Boal, U.S. Magistrate Judge]


                             Before

                   Lynch, Selya, and Boudin,
                        Circuit Judges.


     Robert E. Curtis, Jr., Jonathon D. Friedmann, and Rudolph
Friedmann LLP on brief for appellant.
     Christopher S. Williams and Williams & Associates on brief
for appellee.


                         March 22, 2019
           LYNCH, Circuit Judge.            We hold that the plaintiff,

LimoLiner, has not met its burden of showing that the defendant

repair   company's     technical   violations         of     the    Massachusetts

Attorney General's regulations that govern motor vehicle repairs,

940 Mass. Code Regs. § 5.05, caused LimoLiner the loss of any money

or property.     On that basis, we affirm the Magistrate Judge's

holding that the repair company is not liable under Chapter 93A.

LimoLiner, Inc. v. Dattco, Inc., No. CV 11-11877-JCB, 2017 WL

6947783, at *9 (D. Mass. Nov. 27, 2017).            We reach no other issue.

                                      I.

           This lengthy litigation about repair work to a luxury

motor coach has already yielded three appellate opinions.                    See

LimoLiner, Inc. v. Dattco, Inc. (LimoLiner I), 809 F.3d 33 (1st

Cir. 2015); LimoLiner, Inc. v. Dattco, Inc. (LimoLiner II), 57

N.E.3d 969 (Mass. 2016); LimoLiner, Inc. v. Dattco, Inc. (LimoLiner

III), 839 F.3d 61 (1st Cir. 2016).            Further details are in those

opinions, so we keep the background discussion here brief.                   The

facts are not in dispute.

           The   plaintiff,   LimoLiner,          Inc.,    is   a   Massachusetts

corporation that owns and operates a fleet of luxury motor coaches.

LimoLiner, 2017 WL 6947783, at *2.            The defendant, Dattco, Inc.,

is   a   Connecticut    corporation        that    repairs      motor   vehicles,

including buses and coaches.       Id.




                                   - 2 -
            In May 2011, LimoLiner met with Dattco to discuss repairs

to one of LimoLiner's coaches.           Id. at *3.       LimoLiner said it

wanted the coach repaired "as soon as possible," but did not set

a date.     Id.   Dattco understood that the coach "had been out of

service for quite some time."      Id.

            LimoLiner orally requested that Dattco repair, among

other things, the vehicle's "inverter," a device that converts the

vehicle's power into a voltage that passengers can use, for

instance, to charge their electronic devices.             Id.   Dattco agreed

to make the necessary repairs, including to the inverter.                    Id.

Dattco also provided an oral estimate for the cost of labor, but

did not provide an estimate of the cost of parts.               Id. at *5.

            Dattco, in response to the oral request, made and sent

to LimoLiner a list of the requested repairs, but that list did

not include specifically repairs to the inverter.               Id. at *3.    It

was unclear whether the inverter would need repair or replacement,

and   the   parties   disputed   who   would   be   responsible,      but    the

Magistrate Judge found that "the parties agreed that the inverter

would be replaced or repaired by Dattco."           Id.

            Dattco began working on the coach "around June 16, 2011."

Id.    Dattco timesheets show that its mechanics worked on the

inverter on July 19, 2011.       Id.   The Magistrate Judge found that

Dattco continued to work on the inverter in August 2011.               Id. at

*4.


                                  - 3 -
             When a fire destroyed another LimoLiner coach in late

June 2011, LimoLiner told Dattco that it needed the coach in

Dattco's possession so it was urgent that the repairs be completed

quickly.     Id.    When Dattco had not completed the repairs by August

2011, LimoLiner demanded to know how Dattco would compensate

LimoLiner for the monetary losses it claimed it had sustained to

that point.        Id.

             Later that month, Dattco told LimoLiner that the coach

was ready to be picked up.              Id. at *5.      Dattco had worked on the

inverter, but it had not yet been totally fixed.                   Id.   Dattco sent

LimoLiner an invoice for $10,404 for its labor and for some parts,

but not including inverter parts.                Id.    LimoLiner refused to pay

the invoice; Dattco, in turn, refused to return the coach without

there being any payment.          Id.

             In     October     2011,     LimoLiner      sued    in   Massachusetts

Superior     Court       for   breach      of    contract,       misrepresentation,

negligence, replevin, and Chapter 93A violations.                        As to the

Chapter 93A claim, LimoLiner alleged that Dattco had engaged in an

"unfair or deceptive act[] or practice[]" by, among other things,

failing to record in writing LimoLiner's oral request for inverter

work   and     charging        LimoLiner        for    repairs    without   written

authorization.           LimoLiner alleged that these actions were in

violation     of     motor     vehicle     regulations       promulgated    by   the

Massachusetts Attorney General.                  940 Mass. Code Regs. § 5.05.


                                         - 4 -
Dattco removed the case to federal court and counterclaimed for

breach of contract and quantum meruit.

             Following a jury-waived trial, the Magistrate Judge

found for LimoLiner on the breach of contract claim, but for Dattco

on     the   remaining   claims,      including    the        quantum   meruit

counterclaim.      LimoLiner, Inc. v. Dattco, Inc., No. CIV.A. 11-

11877-JCB, 2014 WL 4823877, at *11 (D. Mass. Sept. 24, 2014).                 The

Magistrate    Judge   also     rejected   LimoLiner's    regulatory     claim,

concluding that the Attorney General's motor vehicle regulations

did not apply to disputes between businesses.           Id.    The Magistrate

Judge    awarded   LimoLiner    $35,527.89   in   damages      for   breach    of

contract.    Id.   This damages amount included the "three-week loss

of use" of the coach that resulted from Dattco's failure to repair

the inverter.      Id. at *10.       The Magistrate Judge also awarded

Dattco $10,404 in damages on its quantum meruit counterclaim,

making LimoLiner's total recoverable damages $25,123.89.                Id. at

*11.

             On appeal, we affirmed the Magistrate Judge's rulings,

save for the rulings on the regulatory claim, which we certified

to the Massachusetts Supreme Judicial Court (SJC), asking whether

"940 [Mass. Code Regs.] § 5.05 appl[ies] to transactions in which




                                    - 5 -
the customer is a business entity."1             LimoLiner I, 809 F.3d at 38.

The SJC answered "yes."             LimoLiner II, 57 N.E.3d at 970.            We

remanded for further findings on LimoLiner's claims of violation

of the Attorney General's regulations.                LimoLiner III, 839 F.3d at

62.

               On remand, the Magistrate Judge found that Dattco had

violated two of the Attorney General's motor vehicle regulations:

940   Mass.     Code     Regs.   § 5.05(2)(e)    ("Section     5.05(2)(e)")   and

§ 5.05(3) ("Section 5.05(3)").2           LimoLiner, 2017 WL 6947783, at

*6-7.       Dattco has not appealed those findings, so we take them as

established fact.

               In alternate holdings, the Magistrate Judge found that

these       regulatory    violations    did     not    automatically   establish

liability under Chapter 93A;3 LimoLiner still had to show that


        1 LimoLiner did not ask that we certify the question of
whether every violation of the motor vehicle regulations was per
se a Chapter 93A violation.
        2 Section 5.05(2)(e) states that "[i]t is an unfair or
deceptive act or practice for a repair shop, prior to commencing
repairs on a customer's vehicle, to fail to record in writing . . .
[t]he specific repairs requested by the customer." 940 Mass. Code
Regs. § 5.05(2)(e). And Section 5.05(3) states that "[i]t is an
unfair or deceptive act or practice for a repair shop to charge a
customer for any repairs on a customer's motor vehicle" without
providing an estimate of the cost of parts necessary to perform
the work. Id. § 5.05(3).
        3 The Magistrate Judge relied on McDermott v. Marcus,
Errico, Emmer & Brooks, P.C., 775 F.3d 109 (1st Cir. 2014), and on
Sharp v. Hylas Yachts, LLC, 872 F.3d 31 (1st Cir. 2017), to reject
LimoLiner's claim that because Dattco had violated the Attorney
General's motor vehicle regulations, it was per se liable under


                                       - 6 -
Dattco's regulatory violations were unfair or deceptive and had

failed to do so.     Id. at *8.     And the Magistrate Judge found

explicitly or by implication that LimoLiner had not proved any

injury from these violations of regulations.    See id. at *8-9, *9

n.8.   The Magistrate Judge then denied LimoLiner's motion to alter

or amend the judgment.

           LimoLiner has appealed, asking for entry of judgment in

its favor, not for remand, on its claim that Dattco is liable under

Chapter 93A.

                                  II.

           Because this case comes to us after a bench trial, we

review the Magistrate Judge's legal conclusions de novo and factual

findings for clear error.    McDermott v. Marcus, Errico, Emmer &

Brooks, P.C., 775 F.3d 109, 115 (1st Cir. 2014); cf. R.W. Granger

& Sons, Inc. v. J & S Insulation, Inc., 754 N.E.2d 668, 675 (Mass.

2001) ("A ruling that conduct violates [Chapter] 93A is a legal,

not a factual, determination.").    We affirm the Magistrate Judge's

conclusion that Dattco is not liable under Chapter 93A. See Chiang



Chapter 93A. LimoLiner, 2017 WL 6947783, at *8. LimoLiner argues
that this court's precedents on per se Chapter 93A liability go
beyond any Massachusetts appellate court decision.      We do not
address whether there is any tension between our decisions, on the
one hand, and the SJC's decisions, including Armata v. Target
Corp., 99 N.E.3d 788 (Mass. 2018), on the other. And we note that
LimoLiner has never suggested that we certify the issue of per se
liability for violations of the Attorney General's motor vehicle
regulations to the SJC.


                               - 7 -
v. Verizon New Eng. Inc., 595 F.3d 26, 34 (1st Cir. 2010) ("We may

affirm the district court on any basis apparent in the record.").

LimoLiner has not established that Dattco's regulatory violations

caused any injury or harm, which is a required element of its

Chapter 93A claim.   See Hiam v. HomeAway.com, Inc., 887 F.3d 542,

547-48 (1st Cir. 2018).

          Chapter    93A     makes    unlawful   "[u]nfair   methods     of

competition and unfair or deceptive acts or practices in the

conduct of any trade or commerce."           Mass. Gen. Laws ch. 93A,

§ 2(a).   Section 11 of Chapter 93A "bestows a right of action on

'[a]ny person who engages in the conduct of any trade or commerce

and who suffers any loss of money or property, real or personal,'

as a result of the unfair or deceptive act or practice."               Auto

Flat Car Crushers, Inc. v. Hanover Ins. Co., 17 N.E.3d 1066, 1076

(Mass. 2014) (quoting Mass. Gen. Laws ch. 93A, § 11).                  This

provision "serves 'the important public policy of encouraging the

fair and efficient resolution of business disputes.'" Id. (quoting

R.W. Granger, 754 N.E.2d at 683).

          A Section 11 plaintiff must show that the defendant's

alleged unfair or deceptive method, act, or practice caused a loss

of money or property.      See id. at 1074-75.   "A plaintiff's failure

to establish both factual causation and proximate causation is

fatal to her Chapter 93A claim."        Walsh v. TelTech Sys., Inc., 821

F.3d 155, 160 (1st Cir. 2016).


                                     - 8 -
              LimoLiner   did   not   show    that    Dattco's   violation    of

Section 5.05(2)(e) or Section 5.05(3) caused it any loss of money

or property.       As to Section 5.05(3), the Magistrate Judge found

that       "LimoLiner   [had]   presented      no     evidence   that     Dattco

overcharged for the parts used in the repairs it made." LimoLiner,

2017 WL 6947783, at *9. Rather, "the parties agreed that LimoLiner

would provide some of the parts in order to avoid having to pay

markups to Dattco, providing a reason why Dattco provided an

estimate for labor but not parts."             Id.      Because of this, the

Magistrate Judge explicitly found that there was no injury from

Dattco's violation of Section 5.05(3).               Id. at *9 n.8.     There is

no clear error in that finding.

              As to Section 5.05(2)(e), the Magistrate Judge found

that Dattco "violated this provision by failing to record in

writing that LimoLiner had requested the inverter to be repaired."

Id. at *6. It follows from the Magistrate Judge's factual findings

that LimoLiner did not show that this regulatory violation caused

any injury.4       As the Magistrate Judge found, even without the

inverter being included on the list of requested repairs, Dattco

mechanics worked on the inverter in July and August 2011, which is

when most of the repair work to the coach took place.                 See id. at



       4  Because the Magistrate Judge resolved this case on other
grounds, there was no explicit factual finding on this issue. See
LimoLiner, 2017 WL 6947783, at *8-9.


                                      - 9 -
*3-4.   And in August, the parties were actively discussing finding

an inverter from a supplier, id. at *4, so LimoLiner knew that

Dattco was working on the inverter even though that part was not

listed among the requested repairs.        This discussion included "a

miscommunication as to who was responsible for supplying the new

inverter," which the Magistrate Judge said, "appears to have been"

a possible cause of "Dattco's failure to perform the inverter

repairs."   Id. at *8.   Against these facts, LimoLiner has produced

no evidence, just speculation, that Dattco's failure to record the

inverter repair caused LimoLiner any harm.           The record permits

only one conclusion: there is no proof that Dattco's regulatory

violation caused LimoLiner's injury.           See Pullman-Standard v.

Swint, 456 U.S. 273, 292 (1982) (noting that when "the record

permits   only   one   resolution    of"   a   factual   dispute,   it   is

"elementary" that an appellate court need not remand but may

resolve it in the first instance).

                                    III.

            We affirm.   Costs are awarded to Dattco.




                                - 10 -
