The opinion of the court was delivered by: Slomsky, J.
Before the Court are Defendant Ford Motor Company's Motion to Strike Class Allegations from the Amended Complaint (Doc. No. 16) and Motion to Dismiss the Amended Complaint (Doc. No. 17). Defendant contends that class action allegations should be struck from the Amended Complaint because the proposed Class cannot satisfy the prerequisites of Federal Rule of Civil Procedure 23, and that the Amended Complaint should be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted. For reasons that follow, the Court will deny the Motion to Strike Class Allegations, and grant in part and deny in part the Motion to Dismiss.
On May 13, 2010, Plaintiff Aaron D. Martin filed a Complaint (Doc. No. 1) against Defendant Ford Motor Company "on behalf of himself and other similarly situated." On July 19, 2010, Defendant filed its first Motion to Dismiss (Doc. No. 7). On the same day, Defendant fileda Motion to Strike Class Allegations from the Complaint (Doc. No. 8). On August 10, 2010, Plaintiff filed the Amended Complaint (Doc. No. 12). Consequently, the Court denied the first Motion to Dismiss and the first Motion to Strike as moot in an Order dated August 13, 2010 (Doc. No. 13).
On August 31, 2010, Defendant filed another Motion to Strike Class Allegations from the Amended Complaint (Doc. No. 16) and a Motion to Dismiss (Doc. No. 17), which are now before the Court. On September 30, 2010, Plaintiff filed a Response in Opposition to the Motion to Dismiss (Doc. No. 22). On October 7, 2010, Plaintiff filed his Response in Opposition (Doc. No. 23) to the Motion to Strike. On October 14, 2010 and October 18, 2010, Defendant filed a Reply in further support of each motion (Doc. Nos. 27, 28).
The Court held oral argument on both Motions on November 29, 2010. At the conclusion of oral argument the Court directed that, should the parties wish to submit additional briefing on the subject matter of the Motions, they should do so within two weeks. On December 13, 2010, each party filed an additional memorandum of law in support of, or in opposition to, the Motions (Doc. Nos. 36, 37).
A. Plaintiff Aaron D. Martin and the Class
In May 2010, Plaintiff's wife heard a "strange sound emanating from under" Plaintiff's 2001 Ford Windstar ("Windstar"). (Am. Compl., Doc. No. 12 ¶¶ 13, 15.) Looking underneath the vehicle, Plaintiff saw what looked like a crack in the vehicle's rear axle. (Id. ¶ 15.) He drove to a mechanic's shop to address the problem. (Id.) While driving there, Plaintiff heard a "terrible crack, and then the sound of metal dragging against the asphalt." (Id.) He lost control of the vehicle "to a large degree," coasting to a stop in a parking lot on the side of the road. (Id.)
Plaintiff brings this action "on behalf of himself and all others similarly situated," alleging that his experience with the Ford Windstar is representative of the experience of other purchasers or lessees of the same vehicle. (Id. ¶ 16.) In the Amended Complaint, he defines class members as "current owners and lessees with defective rear axle in their purchased and/or leased Windstar, model years 1999-2003." (Id. ¶ 1.)
Plaintiff asserts that Defendant "expressly warranted" that the Windstar was free from defects and that it would repair or replace a defective part of a vehicle it sold (the "Warranty"). (Doc. No. 12 ¶¶ 24-25.) Despite this Warranty, Plaintiff alleges that Defendant failed to disclose a known defect in the rear axle of the 1999-2003 Ford Windstars. (Id. ¶ 4.) He asserts that the defect in the rear axle is a product of a design defect. (Id.)
The rear axle of a Windstar is an unsealed, hollow cylinder that fails because it rusts from the inside out. (Id.) Plaintiff asserts that the axle rusts because the axle as designed, collects and traps water and other corrosive agents. (Id.) Without drainage ports, these agents cause the axle to rust and, in its weakened state, ultimately to crack. (Id.)
Plaintiff alleges that this design defect "has become the subject of discussion among members of the automotive community." (Doc. No. 12 ¶ 27.) He asserts that Windstar owners have publicized their displeasure with the defect, posting comments on the internet and filing complaints with the Office of Defects Investigation, an office within the National Highway Traffic Safety Administration ("NHTSA"). (Id. ¶¶ 24-25.) According to the Amended Complaint, Defendant had notice of the defect since information about it has been widely disseminated. (Id. ¶ 27.)
The Amended Complaint contains seven counts. In Count One, Plaintiff alleges that Defendant violated the Pennsylvania Unfair Trade Practices and Consumer Protection Law ("UTPCPL"), 73 PA. CONS. STAT. ANN. § 201-1 et seq., when it made affirmative misrepresentations or material omissions concerning the condition of the Windstar, which it knew or should have known suffered from a design defect. (Doc. No. 12 ¶¶ 45-53.)
In Count Two, Plaintiff asserts that Defendant's conduct in concealing the rear axle defect "constitutes . . . unconscionable commercial practices, deception, fraud, false pretenses, false promises, misrepresentations and/or knowing concealment, suppression, or omission of material facts with the intent that Plaintiff and Class members would rely upon [them]" in violation of "state consumer protection laws." (Doc. No. 12 ¶¶ 54-60.) Plaintiff lists the consumer protection statute of each state in the Amended Complaint.
Count Three contains an allegation that Defendant breached the express Warranty, which provided that Windstars were of good quality and free of defects, when it sold Windstars with a rear axle defect. (Doc. No. 12 ¶¶ 61-67.) Count Four contains the claim that Defendant impliedly warranted that the Windstars were "of a merchantable quality," and that it breached the implied warranty when it sold the vehicles with the defect. (Doc. No. 12 ¶¶ 68-74.) He further alleges in this Count that Defendant's attempt to limit or disclaim the implied warranty are unconscionable and therefore unenforceable. (Id. ¶¶ 72-73.)
In Count Five of the Amended Complaint, Plaintiff asserts that he and Class members conferred a benefit on Defendant when they purchased Windstars and that Defendant has been unjustly enriched by this benefit at the expense of Class members. (Doc. No. 12 ¶¶ 75-79.) Count Six alleges that Defendant intentionally made material misrepresentations and omissions regarding the rear axle defect, which hindered discovery of the defect until after the Warranty had expired. (Doc. No. 12 ¶¶ 80-82.) Plaintiff asserts that he and Class members were fraudulently induced to lease or purchase Windstars, reasonably relying on Defendant's statements and omissions. (Id. ¶ 83.)
Finally, in Count Seven, Plaintiff claims that Defendant negligently
made "incorrect statements concerning the transmissions*fn1
in the Vehicles" and made other "affirmative representations
about the quality of the Vehicles," and that he and class members
reasonably relied on these representations and omissions. (Doc. No. 12
Paragraphs 38 through 44 of the Amended Complaint are titled "Class Allegations." In these paragraphs Plaintiff states that he is bringing this action pursuant to Fed. R. Civ. P. 23(b)(3) as a class action. He defines the Class as: "All individuals within the United States and its territories who have acquired, by lease or purchase, a 1999, 2000, 2001, 2002, or 2003 model year Ford Windstar minivan and still own the vehicle." (Doc. No. 12 ¶ 38.) He identifies two subcategories: (1) Class members who have suffered a "rear axle failure" (as he has); and (2) Class members who own Windstars, but whose axles "have not yet failed." (Id. ¶ 39.)
The Amended Complaint contains allegations that correspond with the requirements of Fed. R. Civ. P. 23(a). Plaintiff asserts that:
(1) The Class is so numerous that joinder of all members is impracticable because Defendant manufactured and sold 1,708,381 Windstars between 1995 and 2003 and that approximately 949,100 of those were manufactured with the axle defect (Doc. No. 12 ¶ 40);
(2) There are questions of law or fact common to the Class given the nature and extent of the design defect, Defendant's knowledge of the defect and the benefit Plaintiff and Class conferred in ...