NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

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No. 11-2334

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WILLIAM HUDSON, INDIVIDUALLY AND

ON BEHALF OF ALL OTHERS SIMILARLY SITUATED,

Appellant

v.

EAGLEMARK SAVINGS BANK;

HARLEY-DAVIDSON CREDIT CORP.

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On Appeal from the United States District Court

for the Eastern District of Pennsylvania

(D.C. No. 2-10-cv-06994)

District Judge: Honorable John R. Padova

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Submitted Pursuant to Third Circuit LAR 34.1(a)

March 20, 2012

Before: RENDELL, FISHER and CHAGARES, Circuit Judges.

(Filed: March 30, 2012)

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OPINION OF THE COURT

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FISHER, Circuit Judge.

William Hudson (“Hudson”), individually and on behalf of all others similarly 

situated, appeals the District Court’s grant of the motion to dismiss for failure to state a 
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claim filed by Eaglemark Savings Bank (“Eaglemark”) and Harley-Davidson Credit 

Corp. (“HDCC”) (collectively, “Defendants”). For the reasons stated below, we will 

affirm the District Court.

I.

We write principally for the parties, who are familiar with the factual context and 

legal history of this case. Therefore, we will set forth only those facts necessary to our 

analysis.

On June 30, 2007, Hudson purchased a motorcycle from Smaltz’s HarleyDavidson (“Smatlz’s”), a Harley-Davidson franchise dealer located in Montgomery 

County, Pennsylvania. Smaltz’s arranged for on-site financing of the motorcycle through 

Eaglemark, a subsidiary of HDCC. Hudson signed a Bill of Sale, listing Smaltz’s as the 

seller, and signed a Promissory Note and Security Agreement (“Promissory Note”), 

listing Eaglemark as the lender. The Promissory Note stated that, in the event of a 

repossession, “lender will mail a written notice of sale to you no less than ten (10) and no 

more than twenty (20) days (depending on the state you reside in) before selling the 

vehicle.” The Promissory Note also stated that, upon Eaglemark’s receipt and funding of 

the contract, the contract would automatically be assigned to HDCC.

In 2009, Hudson fell behind on his monthly payments to HDCC. On October 6, 

2009, HDCC repossessed his motorcycle and sent to Hudson a Notice of Our Plan to Sell 
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Property (“Notice”), which indicated that HDCC planned to sell the motorcycle “at a 

private sale sometime after October 16, 2009.”

Hudson filed his putative consumer class action in the Court of Common Pleas of 

Montgomery County, Pennsylvania. On December 1, 2010, Defendants removed the 

case to the United States District Court for the Eastern District of Pennsylvania, asserting 

jurisdiction under the Class Action Fairness Act of 2005. 28 U.S.C. § 1332(d). After the 

Defendants moved to dismiss the case for failure to state a claim, Hudson filed an 

Amended Complaint. Defendants then filed a Motion to Dismiss the Amended 

Complaint. On May 9, 2011, the District Court granted the Defendants’ motion. Hudson 

filed a timely Notice of Appeal on May 17, 2011.

II.

The District Court had subject matter jurisdiction under 28 U.S.C. § 1332. We 

have appellate jurisdiction under 28 U.S.C. § 1291. We exercise plenary review over a 

district court’s order granting a motion to dismiss. Marcavage v. Nat’l Park Serv., 666 

F.3d 856, 858 (3d Cir. 2012) (citation omitted). “When reviewing a Rule 12(b)(6) 

dismissal, we accept as true all well-pled factual allegations in the complaint, and view 

them in the light most favorable to the plaintiff.” Id. (citation omitted).
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III.

Because we have diversity jurisdiction over this case, we must apply 

Pennsylvania’s law to the facts of this case. Berrier v. Simplicity Mfg., Inc., 563 F.3d 38, 

46 n.11 (3d Cir. 2009) (citation omitted).

Hudson first submits that the District Court erred in finding that Pennsylvania’s 

Motor Vehicle Sales Finance Act (“MVSFA”), 69 Pa. Cons. Stat. §§ 601-637.1, does not 

apply to Hudson’s contract with Eaglemark and HDCC. At the District Court, Hudson 

argued that the MVSFA requires a lender to provide a fifteen-day notice of its intent to 

sell a repossessed motor vehicle, 69 Pa. Cons. Stat. § 623(D), so the Defendants violated 

the statute by only providing him with a notice ten days prior to the sale. We agree with 

the District Court that the MVSFA does not apply to Hudson’s contract with the 

Defendants.

Under Pennsylvania law, courts first look to the language of the statute, and 

“[w]hen the words of a statute are clear and free from all ambiguity,” courts cannot 

disregard the text of the statute. 1 Pa. Cons. Stat. § 1921(b). “When the words of the 

statute are not explicit,” then courts may consider other evidence to ascertain “the 

intention of the General Assembly.” Id. § 1921(c).

The MVSFA provides that “[w]hen repossession of a motor vehicle, which is the 

subject of an installment contract, is effected otherwise than by legal process, the holder 

. . . shall give notice to the buyer of the holder’s intent to re-sell the motor vehicle at the 
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expiration of fifteen (15) days from the date of mailing such notice.” 69 Pa. Cons. Stat. 

§ 623(D) (emphasis added). An “installment contract” under the MVSFA is “any 

contract for the retail sale of a motor vehicle, or which has a similar purpose or effect 

under which part or all of the price is payable in two or more scheduled payments 

subsequent to the making of such contract.” 69 Pa. Cons. Stat. § 603(10). The 

Promissory Note, which listed Eaglemark as the lender, was not an installment contract 

because it was not a “contract for the retail sale of a motor vehicle.” Id. Rather, it was a 

contract for the financing of Hudson’s motorcycle purchase. Moreover, the Promissory 

Note did not have the “purpose” or “effect” of selling the motorcycle to Hudson, who 

purchased the motorcycle from Smaltz’s by signing a separate Bill of Sale. The Bill of 

Sale unambiguously stated that the “Dealer [Smaltz’s] and Purchaser [Hudson] are the 

sole parties to this Order,” so Eaglemark and HDCC were not parties to the contract 

pertaining to the sale of the motorcycle.

Hudson nevertheless argues that the MVSFA would apply to his contract with the 

Defendants under the “dragging the body” theory of contract interpretation. The name is 

derived from the concept that the motor vehicle dealer drags the customer’s body to a 

specific lender that is pre-selected by the dealer. Under the “dragging the body” theory, 

Hudson’s Promissory Note with Eaglemark/HDCC and his Bill of Sale with Smaltz’s 

would be collapsed into a single transaction, making the MVSFA apply to Hudson’s 
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contract with Eaglemark/HDCC. We reject Hudson’s argument and hold that the District 

Court did not err in declining to recognize this “dragging the body” theory.

Because the Pennsylvania Supreme Court has never addressed the question of 

whether the MVSFA applies to “dragging the body” loans, “we must predict how the 

[Pennsylvania] Supreme Court would rule if presented with this case.” Holmes v. Kimco 

Realty Corp., 598 F.3d 115, 118 (3d Cir. 2010) (internal quotation marks and citation 

omitted). In doing so, we “must give serious consideration to the decisions of the 

intermediate appellate courts[.]” Robinson v. Jiffy Executive Limousine Co., 4 F.3d 237, 

242 (3d Cir. 1993) (citations omitted). As the District Court stated, in the only state 

appellate court decision addressing this issue, an evenly-divided Superior Court affirmed 

a lower court decision declining to apply the MVSFA to a “dragging the body” 

transaction. Anderson v. Auto. Fund, 391 A.2d 642, 644 (Pa. Super. Ct. 1978) (per 

curiam). Because the court was evenly divided on whether the MVSFA applied to 

“dragging the body” loans, the case did not establish precedent for either side of the 

issue. Phila. v. Dist. Council 33, AFL-CIO, 469 A.2d 1051, 1057, n.4 (Pa. 1983) (Nix, J. 

dissenting). And in examining the statutory language, we cannot fit the current 

transaction neatly into the definition that the Pennsylvania legislature chose for 

“installment contract.” Thus, we cannot make the leap suggested by Hudson that would 

allow us to collapse the transaction so that it would be governed by the MVSFA. We do 

“not feel that [this Court’s] proper role is to lead the state courts in the interpretation of 
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state law.” Manning v. Princeton Consumer Discount Co., 380 F. Supp. 116, 120 (E.D. 

Pa. 1974). Therefore, we decline to forge a novel path in Pennsylvania law by holding 

that the State Supreme Court would apply the MVSFA to Hudson’s “dragging the body” 

loan.

Finally, Hudson submits the District Court erroneously held that his Amended 

Complaint failed to satisfy the pleading standard under Federal Rule of Civil Procedure 8. 

We disagree. Contrary to Hudson’s contention, the District Court properly held that 

Hudson failed to state a claim that the ten-day notice was unreasonable.

A creditor must send “a reasonable authenticated notification of disposition” to all 

parties entitled to receive notice. 13 Pa. Cons. Stat. § 9611(b). A notification is 

unreasonable when it “is sent so near to the disposition date that a notified person could 

not be expected to act on or take account of the notification[.]” 13 Pa. Cons. Stat. § 9612 

cmt. 2. Hudson’s conclusory assertion that the notice was unreasonable, without facts 

showing how he could not be expected to act in response to the notice or take account of 

the notice, was insufficient to state a claim upon which relief may be granted. See 

Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (Rule 8 “does not require detailed factual 

allegations, but it demands more than an unadorned, the-defendant-unlawfully-harmedme accusation. A pleading that offers labels and conclusions or a formulaic recitation of 

the elements of a cause of action will not do.” (internal quotation marks and citations 

omitted)).
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IV.

For the foregoing reasons, we will affirm the District Court’s order.