
USCA1 Opinion

	




          February 3, 1995  UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 94-1335                             ACADIA MOTORS, INC., ET AL.,                               Plaintiffs - Appellees,                                          v.                                 FORD MOTOR COMPANY,                                Defendant - Appellant.                                 ____________________          No. 94-1450                             ACADIA MOTORS, INC., ET AL.,                               Plaintiffs - Appellants,                                          v.                                 FORD MOTOR COMPANY,                                Defendant - Appellee.                                 ____________________                                     ERRATA SHEET               The opinion of  this Court  issued on January  24, 1995,  is          amended as follows:               Page 12,  first full paragraph,  line 4, change  "differ" to          differs";               Page 19, line 5, delete "to" after "ordered".                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 94-1335                             ACADIA MOTORS, INC., ET AL.,                               Plaintiffs - Appellees,                                          v.                                 FORD MOTOR COMPANY,                                Defendant - Appellant.                                 ____________________          No. 94-1450                             ACADIA MOTORS, INC., ET AL.,                               Plaintiffs - Appellants,                                          v.                                 FORD MOTOR COMPANY,                                Defendant - Appellee.                                 ____________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                              FOR THE DISTRICT OF MAINE                     [Hon. Morton A. Brody, U.S. District Judge]                                            ___________________                                 ____________________                                        Before                               Torruella, Chief Judge,                                          ___________                          Boudin and Stahl, Circuit Judges.                                            ______________                                _____________________               Jay  Kelly Wright,  with  whom  Hilde  E. Kahn,  William  M.               _________________               ______________   ___________          Quinn, Jr., Arnold  & Porter, Andrew M. Horton, Carl E. Kandutsch          __________  ________________  ________________  _________________          and Verrill & Dana were on brief for Ford Motor Company.              ______________               Bruce C. Gerrity, with whom Michael Kaplan, Preti, Flaherty,               ________________            ______________  ________________          Beliveau  & Pachios,  Peter L.  Murray and  Law Offices  of Peter          ___________________   ________________      _____________________          Murray were on brief for Acadia Motors, Inc., et al.          ______                                 ____________________                                   January 24, 1995                                 ____________________                                         -2-                    TORRUELLA, Chief Judge.  This appeal involves a dispute                    TORRUELLA, Chief Judge.                               ___________          between thirty-two  Maine automobile dealers (the  "Dealers") and          Ford Motor Company ("Ford") over Ford's compliance with the Maine          warranty  reimbursement statute,  10  M.R.S.A.    1176 (Me.  Rev.          Stat. Ann.,  tit. 10   1176  (West 1994)).  On  cross-motions for          summary  judgment, the  district  court ruled  that  in order  to          comply  with  the  Maine statute,  Ford  must  revise the  window          stickers on its cars sold in  Maine to reflect the surcharge Ford          had instituted to  recover its  costs of complying  with    1176.          The  district  court  refused,   however,  to  award  damages  or          restitution to the Dealers on their claims that Ford had violated          the  statute.   In  addition, the  district  court dismissed  the          Dealers' remaining  claims  under  the  Robinson-Patman  Act,  15          U.S.C.   13(a) (1988),  and 10 M.R.S.A.    1174(1) and  1182 (Me.          Rev. Stat. Ann., tit. 10     1174(1), 1182 (West 1994)).  For the          reasons set  forth below, we affirm  in part and reverse  in part          the decision of the district court.                                      BACKGROUND                                      BACKGROUND                    A.  The Manufacturer-Dealer Relationship                    A.  The Manufacturer-Dealer Relationship                        ____________________________________                    Ford  manufactures automobiles and sells them through a          nationwide  network   of  franchise   dealers.    The   franchise          agreement,   called  the   Sales  and   Service  Agreement   (the          "Agreement"), defines the manufacturer-dealer relationship.  Ford          offers a warranty with all new cars.  Under the warranty, certain          repairs, replacements, or adjustments are made  free of charge to          the  consumer.  The  Dealers are required  under their Agreements                                         -3-          with Ford to perform  labor and to provide parts  in satisfaction          of the warranties.   Ford is obligated both under  the Agreements          and under Maine statute  to reimburse the Dealers for  parts used          and warranty work performed.                    Historically,  and  until  1993,  Ford  reimbursed  the          Dealers for parts under a uniform national reimbursement formula.          Under  this  nationwide formula,  each dealer  is eligible  to be          reimbursed  at wholesale  cost,  plus 30-40  percent above  cost,          depending on the vehicle model year.                      B.  State Legislation                    B.  State Legislation                        _________________                    The  State of  Maine regulates  the manufacturer-dealer          relationship  by  statute,  see  10  M.R.S.A.     1171  et  seq.,                                      ___                         __  ____          including  warranty  reimbursement levels.    Originally, Maine's          warranty  reimbursement  statute   required  car   manufacturers,          including  Ford,   to  "adequately  and  fairly   compensate  the          franchisee for any parts  provided in satisfaction of  a warranty          created by the franchisor."  10 M.R.S.A.   1176 (1980).  In 1991,          however,   1176 was amended to require manufacturers to reimburse          dealers  at retail-equivalent  rates.   It currently  provides in          pertinent part:                      If a motor vehicle franchisor requires or                      permits  a  motor  vehicle franchisee  to                      perform   labor   or  provide   parts  in                      satisfaction of a warranty created by the                      franchisor, the franchisor shall properly                      and   promptly   fulfill   its   warranty                      obligations,   in   the  case   of  motor                      vehicles over 10,000 pounds gross vehicle                      weight   rating,  shall   adequately  and                      fairly compensate the franchisee  for any                      parts so provided and, in the case of all                      other motor vehicles, shall reimburse the                                            ___________________                                         -4-                      franchisee for any  parts so provided  at                      _________________________________________                      the  retail  rate customarily  charged by                      _________________________________________                      that  franchisee for the  same parts when                      _________________________________________                      not   provided   in  satisfaction   of  a                      _________________________________________                      warranty.                      ________           10  M.R.S.A.   1176 (1991) (Me. Rev.  Stat. Ann., tit. 10   1176          (West 1994)) (emphasis added).                    Notably,  the amended  statute requires  warranty parts          reimbursement  "at the  retail rate  customarily charged  for the          same parts when not provided in  satisfaction of a warranty."  10          __________          M.R.S.A.   1176 (emphasis  added).  The statute requires  a match          between  the warranty  part and  the part  actually sold  by that          particular dealer  to a  non-warranty customer.   For  example, a          particular  dealer's  profit  margin  on  the  retail  sale of  a          headlight   cannot   be  used   to   determine  the   appropriate          reimbursement  percentage  when  the dealer,  or  another dealer,          replaces a water pump under warranty.                     C.  Events Leading to this Lawsuit                    C.  Events Leading to this Lawsuit                        ______________________________                    Following the  1991 amendment to    1176, several Maine          dealers  notified Ford that the  new law entitled  them to higher          warranty reimbursement.   In 1992, one Maine  dealer filed claims          in  small claims court for reimbursement.  The small claims court          dismissed those  claims because the  dealer had not  submitted an          adequate claim for reimbursement to Ford, which  it found to be a          prerequisite   under  the  statute   to  reimbursement  recovery.          Darling's Bangor Ford/VW/Audi v.  Ford Motor Co., No. BAN  92-sc-          _____________________________     ______________          229 (Me. Dist. Ct. 3, S. Pen., Oct. 20, 1992).                      In response  to this dealer's  challenge, however, Ford                                         -5-          revised its  reimbursement policy in Maine, and  announced to its          Maine dealers on April  1, 1993 that the "cost-plus"  mark-up for          parts reimbursement would be  raised for all Maine dealers  to 63          percent.  This percentage corresponds to the percentage over cost          used to  determine the  manufacturer's suggested retail  price of          parts.1  With this  announcement, however, Ford also stated  that          in order  to recover this increase in its costs of doing business          in Maine, it would also increase  the wholesale price of each new          vehicle sold, through assessment  of a surcharge of approximately          $160  per vehicle.   The surcharge,  called the  "warranty parity          surcharge," would  appear on each dealer's  monthly parts invoice          in the month following the sale.  The surcharge was imposed based          on the number of  cars sold, without regard to whether the dealer          actually performed warranty work in that month.2                     The  Dealers filed  this lawsuit  in the  United States          District  Court  for the  District  of Maine,  alleging  that the          surcharge  was unlawful,  requesting  that the  court enjoin  the          surcharge  and  order Ford  to  "disgorge"  the surcharge  monies          already  recovered.   The  Dealers argued  that    1176  not only                                        ____________________          1   Ford states that a dealer could obtain a higher reimbursement          mark-up  on a particular part merely  by submitting the necessary          documentation to  Ford,  in accordance  with    1176  and  Ford's          established reimbursement procedures.          2   The Dealers submitted the affidavits of two dealers attesting          that they paid more in surcharges than they received in increased          reimbursement under  the new policy.   Ford points  out, however,          that while some dealers pay  more in a given month under  the new          policy,  others pay less and  receive more.   The surcharge, Ford          stated during oral argument before this court, was  calculated to          recoup  Ford's  increased  costs  of doing  business  over  time,                                                                __________          spreading those costs evenly among the dealers.                                          -6-          required   higher   warranty  reimbursement   levels,   but  also          prohibited  Ford from  raising  wholesale prices  to recover  the          costs  of paying those higher reimbursement  levels.  They argued          that  the surcharge effectively  negated the higher reimbursement          levels required  by   1176,  in contravention of  the legislative          purpose  of the amended statute.   The Dealers  also alleged that          Ford's surcharge violated the Automobile Dealers Day in Court Act          and  the Robinson-Patman Act,  and made claims  under other Maine          statutes.                    Ford moved to dismiss under Fed. R. Civ. P. 12(b)(6) or          alternatively  for summary judgment under  Fed. R. Civ.  P. 56 on          the  grounds that, as a matter of law, the warranty reimbursement          level and the  surcharge were  lawful.3  The  Dealers also  moved          for partial summary judgment,  seeking a final injunction against          the  price increase,  and  requesting damages  and other  relief.          They argued that any price increase  to recover the reimbursement          rate required  by   1176  was itself a violation  of the statute.          They contended  that the Maine  legislature, in amending    1176,          had intended that  the cost of Ford's warranty be  borne by Ford,          and not by the Dealers, and that the surcharge improperly shifted          the  financial  burden back  to the  Dealers.   According  to the          Dealers,     1176 was  about  "dealers'  rights,"  and  thus  any                                                                        ___                                        ____________________          3  Ford also raised challenges to the  statute on various federal          statutory  and  constitutional  grounds.     The  district  court          rejected these challenges, and  Ford has not raised them  in this          appeal.                                         -7-          wholesale price increase was unlawful.4                                        ____________________          4   The Dealers also  argued that,  in the alternative,  the only          lawful  way for  Ford  to  recoup  its  increased  costs  was  to          institute a  wholesale price  increase nationwide.   The district          court rejected this suggestion,  and the Dealers do not  raise it          on appeal.                                         -8-                    D.  The District Court's Orders                    D.  The District Court's Orders                        ___________________________                      1.  The February Order                      1.  The February Order                    The  district court  ruled on  the parties'  motions on          February  15, 1994,  treating both  motions as  ones  for summary          judgment.  The parties  offer vastly different interpretations of          the February  Order.  We acknowledge that the court's conclusions          are  not crystal-clear.    We do  not  think, however,  that  the          court's  decision is fairly subject to such disparate readings as          given by the parties.                      First, the district  court denied the Dealers'  request          for damages  based on Ford's  alleged past failures  to reimburse          the  Dealers according to  the amended    1176.  The  court ruled          that the Dealers  did not make an adequately particularized claim          to Ford prior to bringing suit.                      The  court then  addressed the  Dealers' objections  to          Ford's   reimbursement  policy  and  warranty  parity  surcharge.          Regarding   the   Dealers'   arguments   that  the   63   percent          reimbursement rate  was not  sufficient under    1176,  the court          stated:                      The plain  language  of    1176  requires                      that Ford reimburse  its dealers "at  the                      retail rate customarily  charged by  that                                  ___________              ____                      franchisee  for the  same parts  when not                                           __________                      provided in satisfaction of  a warranty."                      10 M.R.S.A.   1176 (Supp. 1993) (emphasis                      added).  Literally this requires  Ford to                      pay  a  dealer the  same  rate that  that                      particular dealer would have  charged for                      that  particular part  if the  dealer had                      provided  it  to a  nonwarranty customer.                      Ford's policy of  reimbursing dealers  at                      the suggested  list price may  or may not                      satisfy   1176  depending on whether  the                                         -9-                      individual  dealer  customarily   charges                      more or  less than Ford's  suggested list                      price.  . .  .  As  discussed above,  the                                                            ___                      Dealers have not submitted a sufficiently                      _________________________________________                      particularized claim to  Ford in order to                      _________________________________________                      recover    for   Ford's    past   alleged                      _________________________________________                      underpayments.    Moreover,  the  Dealers                      _____________                      have  failed  to  submit  enough  factual                            ___________________________________                      material   from   which  the   Court  can                      _________________________________________                      determine  whether   Ford's  practice  of                      _________                      reimbursing dealers at  63% above  dealer                      cost violates   1176.          On these  grounds,  the  court  denied the  Dealers'  motion  for          partial  summary  judgment, declining  to  find  Ford liable  for          damages,  declare Ford's  current reimbursement rate  illegal, or          issue an  injunction requiring that Ford reimburse the Dealers at          a higher rate.                    The court  then addressed  the Dealers'  arguments that          the warranty parity surcharge  violates   1176.  The  court first          rejected the Dealers' claim that Ford has no right to recover its          increased  costs of compliance with the Maine statute.  The court          went on, however, to state that Ford may not recover its cost "in          such a  way as  to thwart the  purpose of  the legislation,"  and          found that the $160  warranty surcharge did just that.  The court          stated that  the surcharge  contravened the  "legislative intent"          behind   1176 and was thus "inappropriate."                     In  reaching  this  conclusion,  the  court  relied  by          analogy upon the New York "Lemon Law" cases.5  The court stated:                      Similarly, if Ford  had simply  increased                      the  wholesale price  of its  vehicle and                                                            ___                      reflected  this  increased  price in  its                                        ____________________          5  See discussion infra regarding the district court's use of the             ___            _____          New York Lemon Law cases.                                         -10-                      suggested  retail  price for  automobiles                      sold  in Maine,  the  Court would  likely                                       ________________________                      have  reached   a  different  conclusion.                      ________________________________________                      Ford,  however,  increased  its  warranty                      parts  reimbursement  to dealers  only to                      recoup these costs directly  from dealers                      on  the same  parts  statement.    Ford's                      actions  fly in the face of   1176. . . .                      Ford    may   increase    its   wholesale                              ___                      automobile  prices  in  Maine  without  a                      corresponding  increase elsewhere  in the                      country. If Ford chooses to  increase its                               ________________________________                      wholesale  prices  in Maine,  however, it                      _________________________________________                      must   revise   its  so-called   Monroney                      _________________________________________                      stickers for automobiles sold in Maine so                      _________________________________________                      that the increased  price of  automobiles                      _________________________________________                      is not shouldered only by the dealer. . .                      ____________________________________                      .  This Court finds  that Ford's warranty                      parity  surcharge,  as  it  is  currently                                          _____________________                      structured, is illegal  and enjoins  Ford                      __________                      from continuing with this practice.          (Footnotes omitted) (emphasis added).   The court therefore ruled          that Ford may pass  on the increased costs of compliance, but may          do so only if it also instituted a corresponding increase in each          car's  "sticker" price.6  This sticker price issue had never been          briefed  by  the parties,  although it  was discussed  during the          summary judgment hearing.                       2.  The March Order                      2.  The March Order                    Both parties  moved to modify the February  Order.  The          Dealers  requested that  the district  court issue  a declaratory          judgment  declaring  the  warranty parity  surcharge  illegal and          order  Ford to refund the warranty surcharges already paid.  Ford          requested  that the  court  modify its  order  to allow  Ford  to                                        ____________________          6   15 U.S.C.    1232  requires that  auto manufacturers  affix a          label, the so-called "Monroney  sticker," on each new automobile,          disclosing information  such as  the suggested retail  price, the          price   for   each   accessory   or   optional   equipment,   and          transportation charges.                                         -11-          implement its price increase by including an additional amount on          the  dealer  invoice,  rather  than by  increasing  the  Monroney          sticker price.7  In an order issued March  30, 1994, the district          court denied  Ford's request,  stating that Ford  was effectively          seeking a "prospective advisory opinion" on an issue not ripe for          disposition.   The court then  denied the Dealers'  request for a          refund  of  the  already-paid  surcharges,  explaining  that  its          February  Order was only to apply prospectively.  The March Order          did little  to clarify  the court's  original ruling,  but merely          reiterated  that  "Ford's warranty  parity  surcharge,  as it  is          currently structured, is illegal."   The court also dismissed the          remaining  counts  of  the  Dealers'  Complaint.    Both  parties          appealed.                                      DISCUSSION                                      DISCUSSION                    A.  Standard of Review                    A.  Standard of Review                        __________________                    We review a district  court's grant of summary judgment          de novo and read the record in a light most favorable to the non-          __ ____          moving party,  drawing all  inferences in the  non-moving party's          favor.   LeBlanc v. Great Am. Ins. Co., 6 F.3d 836, 841 (1st Cir.                   _______    __________________          1993), cert.  denied, __ U.S. __, 114 S. Ct. 1398, 128 L.Ed.2d 72                 _____  ______          (1994).  We  likewise afford de novo review to a district court's                                       __ ____          dismissal of a claim  under Fed. R. Civ. P. 12(b)(6).   Vartanian                                                                  _________          v.  Monsanto Co.,  14 F.3d  697, 700  (1st Cir.  1994) (citations              ____________          omitted).  We  must accept  the allegations of  the complaint  as                                        ____________________          7  The  dealer invoice,  unlike the Monroney  sticker, shows  the          price actually paid to Ford by the dealer.                                         -12-          true, and if, under any theory, the allegations are sufficient to          state a  cause of action in accordance with the law, we must deny          the motion to dismiss.  Id.                                  __                    B.  The Parties' Presention of the Issues                    B.  The Parties' Presention of the Issues                        _____________________________________                    As   stated   above,   the   parties   offer  disparate          interpretations of the district court's ruling.  Because of their          different versions, their framing of the  issues relevant to this          appeal differs  broadly.   The Dealers insist  that the  "central          issue" in this action is whether Ford's $160 surcharge violates            1176, as they  repeatedly contend the  district court found,  and          "what relief should  flow to the  Dealers."   Ford, on the  other          hand,  argues  that  the  district  court  ruled  that  Ford  may                                                                        ___          institute  a  wholesale price  increase,  but  only  if  it  also                                                         ____          increases the Monroney sticker price.  Ford's primary argument on          appeal, accordingly, is that  this sticker price increase is  not          required by   1176, and indeed,  brings   1176 into conflict with          federal law.                     Fortunately,  our  analysis  of  the  issues raised  on          appeal does not require that we accept one party's "version" over          the  other.8    Because we are  able here to  analyze each of the                                        ____________________          8   We do not believe,  however, that the Dealers  are correct in          their  contention that  the  district court  found the  surcharge          "illegal" in and of itself.  In offering this interpretation, the          Dealers  take the court's  use of the  word "illegal" out  of the          sentence and  out of  its context.   The district  court did  not          state  that the surcharge was per se  illegal, but rather that it                                        ___ __          was  illegal  "as  it  is currently  structured"  and  allowed  a          wholesale  price  increase  only  on  the condition  that  it  be                                      ____          accompanied  by a  sticker  price increase.    Indeed, the  court          stated  that if Ford had instituted an accompanying sticker price          increase, the court may have ruled differently.                                         -13-          parties'  arguments  without  addressing  the  dispute  over  the          district court's  ruling, the ambiguities in  the court's opinion          are rendered irrelevant.                    C.   The "Sticker Price" Increase Requirement                    C.   The "Sticker Price" Increase Requirement                         ________________________________________                    We  first address  Ford's  argument that  the  district          court  erred by interpreting    1176 to require  that a wholesale          price increase must be matched by a corresponding increase to the          suggested retail, or  "sticker" price.  Ford contends  that there          is absolutely  nothing in the language of    1176 to even suggest          this  requirement, and  that it likewise  cannot be  justified by          some vague reference to "legislative intent."                    Because  this issue  involves  the interpretation  of a          Maine state statute,  we are  bound to apply  the principles  set          forth  by  Maine's  Supreme  Judicial  Court.    That  court  has          repeatedly  held that  courts  must look  to  the language  of  a          statute to  find its meaning.   State Farm Mut. Auto  Ins. Co. v.                                          ______________________________          Universal Underwriters Ins.  Co., 513 A.2d 283, 286,  (Me. 1986).          ________________________________          When interpreting that language, courts must give the unambiguous          wording of a statute its plain  and ordinary meaning.  Stanley v.                                                                 _______          Tilcon Maine,  Inc., 541 A.2d 951, 952 (Me. 1988).  Only when the          ___________________          language of  the statute is  ambiguous should courts  look beyond          the  words of  the  statute  to  its  history,  policy  or  other          extrinsic  aids to  ascertain  statutory intent.   Central  Maine                                                             ______________          Power Co. v.  Maine Pub.  Utils. Comm'n, 436  A.2d 880, 885  (Me.          _________     _________________________          1981).                    Our  analysis of this issue has two components.  First,                                         -14-          we must address whether, as an initial matter, the district court          correctly rejected the Dealers' arguments  that Ford had no right          to pass on its  increased costs of doing business  resulting from          compliance  with    1176.   Then we  examine whether  the court's          order  requiring Ford to  institute a sticker  price increase was          supported by the statute.                    Nothing  in   the  language  of      1176  prohibits  a          manufacturer from  increasing vehicle prices in  order to recover          its increased compliance  costs.  The statute  says nothing about          wholesale   or   retail  prices,   and   apparently   leaves  the          manufacturer free to increase wholesale prices, and the dealer to          increase  retail prices.  The legislative  history of the amended          statute  also  does  not  indicate  that  the  Maine  legislature          intended to  set  price controls  or  to force  manufacturers  to          wholly  bear the costs of  compliance.  Moreover,  as Ford points          out,  it  is  quite   commonplace  for  manufacturers  and  other          regulated  entities to pass  on to retailers  and consumers their          costs of complying  with regulatory  statutes.  This  is so  even          when  the costs  are  passed on  to  the "beneficiaries"  of  the          regulations.   See, e.g., Motor  & Equip. Mfrs.  Ass'n v. E.P.A.,                         ___  ____  ____________________________    ______          627 F.2d  1095, 1118 (D.C. Cir.  1979) (environmental regulations          will  increase cost of new cars for consumers), cert. denied, 446                                                          _____ ______          U.S.  952 (1980);  Motor Vehicle  Mfrs. Ass'n  v. Abrams,  684 F.                             __________________________     ______          Supp.  804,  806  (S.D.N.Y.  1988)  (charges  for  manufacturers'          compliance with New York's "Lemon  Law" may be passed on to  auto          consumers).   Therefore, we hold that the district court properly                                         -15-          ruled that   1176  does not prohibit Ford or  other manufacturers          from recovering their costs of compliance.                    Just as the  statute contains  no language  restricting          cost  recovery, it  also contains  no language  conditioning cost                                                          ____________          recovery.   The statute deals solely  with warranty reimbursement          transactions between  manufacturer and dealer, and  no mention is          made of any other contingencies.  The Dealers have not pointed to          one word  contained in   1176, nor can we find one, that suggests          that  the statute  contemplates anything  other than  the limited          subject of warranty reimbursement.                       The  legislative  history  to    1176  also  lacks  any          indication  that the  Maine legislature  intended to  condition a          manufacturer's recovery  of its  compliance costs.   As we  noted          above,  Maine law  initially  required  only  that  manufacturers          "adequately  and  fairly compensate  each  of  its motor  vehicle          dealers for labor and parts."  When the Maine legislature amended            1176  in 1980 to provide that reimbursement for labor be at the                                                            _____          customary retail rate, the legislature explained in its Statement          of Fact:                      With their  superior bargaining position,                      automakers  have  in   the  past   forced                      dealers to accept reimbursement at a rate                      substantially  lower  than  the  dealers'                      usual retail  rate.   The net  effect has                      been  that,  through  an  inflated  labor                                                          _____                      rate,    non-warranty   customers    have                                              _________                      subsidized automakers  who were unwilling                      to  pay  the  fair  and  full  price  for                      repairs   made   necessary   when   their                      automobiles   failed  to   meet  warranty                      standards.      This   section   prevents                                      _________________________                      recurrence of this problem . . . .                      __________________________                                         -16-          Me.  L.D. 1878, 109th Leg.,  2d Sess. (1980)  (Statement of Fact)          (emphasis added).  In  1991, when the legislature amended    1176          to require that dealers be compensated for parts at the customary                                                     _____          retail rate, it stated only that the purpose of the amendment was          to make  compensation  for parts  the  same as  compensation  for          labor.   Me. L.D. 1235,  115th Leg., 1st  Sess. (March  21, 1991)          (Statement of Fact).                      Quite simply, this sparse  legislative history fails to          suggest any statutory purpose or legislative intent to prevent or          condition manufacturers'  cost recovery.9  It  certainly does not          indicate,  either   expressly   or  implicitly,   that   warranty          reimbursement  costs  cannot be  passed  on  by manufacturers  to          dealers,  and  then from  dealers to  consumers.   It  simply and          solely regulates the rates  at which manufacturers must reimburse          dealers  for warranty labor and parts.  We therefore cannot find,          nor  can  we reasonably  or  fairly infer,  that  the legislature          intended to prohibit or condition manufacturer cost recovery.  In          light of this complete dearth of statutory or historical evidence          supporting  the  district  court's  order that  Ford  revise  its          Monroney stickers, we  must find that the  district court's order                                        ____________________          9    In fact,  if anything,  the  legislative history  belies the          Dealers'  contention that  the statute  was amended  to "protect"          dealers.  We think  that an objective reading of  the legislative          history  indicates   the   legislature  decided   that   warranty          reimbursement  levels would  be  at  retail  rates, in  order  to          prevent  non-warranty  customers from  being charged  prices much          higher than the customary retail  rates.  Therefore, if anything,          the statute was arguably  meant to protect non-warranty consumers                                                     ____________ _________          from inflated  prices charged by  dealers who  are attempting  to          maintain  their  average   profit  margins  in  the  face   of  a          manufacturer's below-retail reimbursement rates.                                          -17-          is  completely  unsupported  by  the  state  law,  and  therefore          erroneous.                      In making its determination, the  district court relied          by  analogy on the New York "Lemon  Law" cases.  This reliance is          misplaced.  In State of  New York v. Ford Motor Co., the New York                         __________________    ______________          Court of  Appeals held that Ford's written warranty, which stated          that the retail purchaser of  a vehicle would be required  to pay          the  first $100 of any  warranty repair charge,  violated the New          York  state "Lemon Law," N.Y.  Gen. Bus. Law    198-a (McKinney's          1983).  State of New York v. Ford Motor Co., 548 N.E.2d 906, 908-                  _________________    ______________          909 (N.Y. 1989).  The court's ruling rested entirely on the plain          language of the  statute, which  provided that when  a new  motor          vehicle does  not  conform  to all  express  warranties  for  the          earlier of its first two years or 18,000 miles, "the manufacturer          . . . shall correct said nonconformity . . . at no charge  to the                                                       ____________________          consumer." (emphasis added).   As the court recognized,  "[i]t is          ________          difficult  to imagine  the  disputed $100  deductible being  more          easily resolved" than  by the plain, unequivocal  language of the          statute.  State of New York, 548 N.E.2d at 909.                    _________________                    In  response to the New York court's ruling on the $100          deductible,  Ford discontinued  the deductible,  but,  along with          other  manufacturers,  instituted a  Lemon  Law-related surcharge          assessed on  all vehicles sold  in New  York.  Ford,  at its  own                                                                ___________          initiative,  placed  this  surcharge  on  its  Monroney  sticker,          __________          describing it as "N.Y. Mandatory Repair  Coverage Option."  Motor                                                                      _____          Vehicle Mfrs.  Ass'n, 684 F.  Supp. at  805.  When  the New  York          ____________________                                         -18-          legislature passed  a law prohibiting manufacturers  from placing          this item on the Monroney sticker, the district court struck down          the  law as  an unconstitutional  restraint on  lawful commercial          speech.  Id. at 808.   In so doing,  the court noted that "it  is                   __          entirely lawful for an automobile  manufacturer to impose on  its          customers a  charge resulting from  the costs of  compliance with          the Lemon Law."  Id. at 806.                            __                    The  Lemon  Law  cases  offer little  support  for  the          district  court's order here.   First, the plain  language of the          Lemon Law specifically prohibited  the deductible at issue before          the state court, whereas the Maine statute involved here does not          either  expressly  or  implicitly  require  the  district court's          result.   More importantly, although  the New York district court          recognized that Ford could recover  its costs of compliance  with          the  Lemon Law, the court did not require a corresponding sticker          price increase; rather, Ford instituted such  an increase in that          situation voluntarily, as a result of its own business decisions.          Its sticker price increase  was not mandated or suggested  by the          Lemon Law itself, nor by the state court's opinions.  In the case          at bar,  the district court's reliance on  the Lemon Law cases to          support  its own  ruling  that Ford  must  increase its  Monroney                                               ____          sticker price is entirely unfounded.                    Finally, the district court's  order cannot be salvaged          by  its references  to  some  unspecified  and  vague  notion  of          "legislative  intent."    It is  not  appropriate  for a  federal          district  court, however  well-intentioned, to  set forth  a rule                                         -19-          unsupported  by a state statute.   As we  have repeatedly warned,          federal courts must  take great caution "when  blazing new state-          law  trails."  Pearson  v. John Hancock  Mut. Life  Ins. Co., 979                         _______     _________________________________          F.2d 254, 259 (1st Cir. 1992).  Because  nothing in   1176 or its          history conditions cost recovery  by a manufacturer, the district          court was not authorized to impose such a condition  on the basis          of  some  inferred  legislative  policy.    The  court  therefore          overstepped  the bounds  of its  authority and  entered territory          properly  left to the Maine  legislature when it  ordered Ford to          revise   its  Monroney   stickers  on   cars  sold   in  Maine.10          Accordingly, we reverse the portion of the district court's order          requiring Ford to institute a Monroney sticker price increase.                    D.   The Dealers' Claims for "Disgorgement"                    D.   The Dealers' Claims for "Disgorgement"                         ______________________________________                    The  Dealers argue  that  the district  court erred  in          refusing  to order  Ford  to  repay  to  the  Dealers  all  funds          collected through  the "illegal" warranty parity  surcharge.  The          Dealers  explain that in requesting the return of the surcharges,          they  were  seeking  the  equitable remedy  of  restitution,  the          disgorgement of  funds obtained under an unlawful  policy.11  The                                        ____________________          10  Because we find the district court's order erroneous, we need          not  address Ford's arguments that  the order brings    1176 into          conflict with federal law.          11   The Dealers rely on  Porter v. Warner Holding  Co., 328 U.S.                                    ______    ___________________          395, 402  (1946) and  Tull v. United  States, 481  U.S. 412,  424                                ____    ______________          (1987)  in support of their contentions.  However, as revealed by          our analysis, these cases do not control here.  The central issue          in Porter v. Warner  Holding Co. was whether the  Emergency Price             ______    ___________________          Control Act of 1942, establishing national rent controls, limited          the power  of federal courts  to order  restitution of  excessive          rents collected  in violation of  the Act.   Porter, 328 U.S.  at                                                       ______          396.  The improper profits at issue in the Porter case were rents                                                     ______                                         -20-          district court denied the  Dealers' request for "disgorgement" on          the grounds that the Dealers may have actually passed on the cost          of the  surcharge to their customers,  and therefore, presumably,          the Dealers sustained no actual injury.                      In support of their  contention, the Dealers explain in          their  brief that  the Maine  legislature "intended  and required          that  Ford  pay  more"  than  it   had  previously  been  paying.                           ____          (Emphasis in original).   The  Dealers argue that  in amending             1176,  the legislature  "intended  that the  financial burden  of          supplying  Ford's warranty be borne by Ford, not by the Dealers,"          and  that    1176  is a  "cost-shifting"  statute.   Because  the          warranty parity surcharge recovered the very funds that  Ford was          paying  under the amended   1176,  Ford was "illegally" paying to          the Dealers less than was statutorily required.                      This  argument rests  on the  unfounded premise  that            1176 prevents Ford from  recovering its compliance costs.   It is          clear that  in amending    1176, the  Maine legislature  intended                                        ____________________          collected  in   direct  violation   of  a   statute  specifically          establishing price controls.   As we discussed above,   1176 does          not  establish price  controls,  nor  mandate that  manufacturers          solely bear the  burden of compliance.   To the contrary,    1176          merely  sets  forth  warranty  reimbursement levels,  and  leaves          unregulated the  methods by which  affected parties  may bear  or          pass on the costs of compliance.                The  Tull case is also inapposite.  The "quotation" offered by                  ____          the Dealers in their brief was pulled out of the most  tangential          dictum  from  that  case,  during  which  the  Court  was  merely          discussing (and rejecting) the government's analogy between civil          penalties  under the  Clean Water  Act and  equitable actions  of          disgorgement.    Moreover, not  only  is  the Dealers'  proffered          "quotation" from that case taken out of context,  but manipulated          so as to acquire a meaning nothing  like the original.  We do not          appreciate such fast-and-loose use of case law.                                         -21-          that the manufacturers "pay more" in warranty reimbursements.  It          is  not at all clear, however, that the legislature intended that          manufacturers simply absorb those costs, and could not  pass them          on  by means of a wholesale cost increase, a dealer surcharge, or          a retail  cost increase.   There is  no support for  the Dealers'          contention  that   1176 is  a "cost-shifting" statute,  and as we          explained, we will not infer such  legislative intent without any          evidence  whatsoever.  The Dealers' position that   1176 prevents          Ford  from  recovering its  costs  is  therefore incorrect.    It          follows  that  their contention  that  the  surcharges --  Ford's          chosen mechanism for cost  recovery -- were unlawfully collected,          is also  incorrect.  Because  the surcharges  were not  unlawful,          then, Ford was not unjustly enriched.                    In  any case,  after  carefully  reviewing  the  entire          record,  we agree with the  district court that  the Dealers have          not  shown that they actually absorbed the cost of the surcharges          and did not pass them on to their customers in the form of higher          prices.  If the Dealers have passed on their costs, then awarding          restitution of  the surcharges would result in  a windfall double          recovery by the Dealers.                    In sum, neither the language or purpose of the statute,          nor  the  facts   on  record,  support  the  Dealers'  claim  for          restitution  of  surcharges  already   collected  by  Ford.    We          therefore affirm the district court's rejection of this claim.                      E.   The Dealers' Other Claims                    E.   The Dealers' Other Claims                         _________________________                      1.   Robinson-Patman Act Claims                      1.   Robinson-Patman Act Claims                                         -22-                    The Dealers argued before  the district court that Ford          dealers  in neighboring states, such as New Hampshire, are in the          same geographical  marketing  area  as  the Maine  Dealers.    By          imposing additional costs in Maine but not in those other states,          the Dealers contended that Ford violated the Robinson-Patman Act,          15 U.S.C.    13(a).   The Dealers argue on  appeal that, assuming          the   district  court   properly  denied   disgorgement   of  the          surcharges,  the  court's dismissal  of  their  claims for  price          discrimination under relevant portions of the Robinson-Patman Act          was erroneous, and that  these claims should have been  left open          for a trial on the merits.                    Our  standard for reviewing a Fed.  R. Civ. P. 12(b)(6)          dismissal is clear:  a complaint is to be construed  in the light          most favorable to the  plaintiffs, here the Dealers.   Finnern v.                                                                 _______          Sunday  River Skiway  Corp., 984  F.2d 530,  534 (1st  Cir. 1993)          ___________________________          (citations omitted).  Dismissal is appropriate only if it appears          beyond doubt  that the plaintiffs  can prove no  set of  facts in          support  of  their claim  which  would  entitle them  to  relief.          Finnern, 984 F.2d at 534.            _______                    The  pertinent  portion  of  the   Robinson-Patman  Act          provides:                      It  shall  be  unlawful  for  any  person                      engaged  in commerce,  in  the course  of                      such   commerce,   either   directly   or                      indirectly,  to   discriminate  in  price                      between purchasers of commodities of like                      grade and quality, . . . where the effect                      of    such    discrimination    may    be                      substantially  to  lessen competition  or                      tend to create a  monopoly in any line of                      commerce,  or  to  injure,   destroy,  or                                         -23-                      prevent competition with  any person  who                      either grants or  knowingly receives  the                      benefit of such  discrimination, or  with                      customers of either of them . . . .          15 U.S.C.   13(a) (1988).  The Act, however, also creates a "safe          harbor" based on reasonable  price differentials "which make only          due allowance for differences in the cost of manufacture, sale or          delivery resulting  from the  differing methods or  quantities in          which   such  commodities   are  to   such  purchasers   sold  or          delivered. . . ."  Id.  The district court  ruled that Ford would                             __          not  be in violation  of the Act  if it could  establish that its          cost  of selling vehicles in Maine were reasonably related to its          differences  in costs -- in other  words, that it fell within the          "safe  harbor."    The  Supreme  Court  has  explained  that  the          Robinson-Patman Act was enacted to "curb and prohibit all devices          by which  large  buyers gained  discriminatory  preferences  over          smaller  ones  by  virtue  of their  greater  purchasing  power."          Federal Trade Comm'n  v. Henry  Broch &  Co., 363  U.S. 166,  168          ____________________     ___________________          (1960).   The  Act  was  an  amendment  to  the  antitrust  laws,          specifically the Clayton Antitrust Act.  Id. at 167-168.                                                   __                    Our reading of the  Dealers' allegations, viewed in the          light  most  favorable to  them, does  not  support a  claim that          Ford's increase in its vehicle prices was a price differential of          the type prohibited by the  Robinson-Patman Act.  Any differences          in  vehicle   prices   resulting   from   the   higher   warranty          reimbursement levels  would fall squarely within  the safe harbor          allowed by the Act, and therefore be lawful.  Because the Dealers          have  not alleged  facts  sufficient to  sustain their  Robinson-                                         -24-          Patman claims, we  cannot agree that  these "issues" remain  open          for  trial.  We therefore  find that the  district court properly          dismissed the Dealers' Robinson-Patman claims, and we affirm this          dismissal.                       2.  Claims under 10 M.R.S.A.   1174(1)                      2.  Claims under 10 M.R.S.A.   1174(1)                    The Dealers contend that the district court erroneously          dismissed their claims that Ford had engaged in unfair methods of          competition and  unfair and deceptive practices,  in violation of          10 M.R.S.A.    1174(1).  They  argue that those claims  should be          tried on their merits.                    The Dealers'   1174(1) claims, however, rest upon their          allegations that  Ford's warranty surcharge  was illegal.   As we          held above, the surcharge did not violate   1176.  Thus, in light          of the fact that  Ford committed no unlawful acts  in instituting          its warranty surcharge, the Dealers'   1174(1) claims necessarily          collapse.    We therefore  hold that  these claims  were properly          dismissed, and we affirm the dismissal.                      3.  Claims under 10 M.R.S.A.   1182                      3.  Claims under 10 M.R.S.A.   1182                    Finally,  the Dealers  assert  that the  district court          erred in  dismissing their claims that  Ford's warranty surcharge          violated  public policy within the meaning of 10 M.R.S.A.   1182.          Section  1182   authorizes  courts   to  grant   declaratory  and          injunctive  relief for  practices in  violation of  certain Maine          statutes, including    1176.  Because,  as we have  explained, we          find that Ford did not violate   1176,  the Dealers' claims under            1182 are moot.                                         -25-                                      CONCLUSION                                      CONCLUSION                    For the foregoing reasons, the district court's opinion          is affirmed in part and  reversed in part.  Remanded for  actions             ________________      ________________   ________          consistent with this opinion.  No costs to either party.                                         -26-
