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Rachel Williams brought this

putative class action, alleging that American Honda Finance

Corporation ("Honda") violated Massachusetts consumer protection

laws by affording her inadequate loan-deficiency notifications

after she fell behind on her automobile-loan payments. This appeal

followed the district court's entry of summary judgment in favor

of Honda. Recognizing that Williams's claims hinge entirely on

questions of Massachusetts law, we certified three questions to

the Massachusetts Supreme Judicial Court. After the Supreme

Judicial Court issued an opinion responding to our questions, see

Williams v. Am. Honda Fin. Corp., 98 N.E.3d 169 (Mass. 2018), the

parties filed supplemental briefs addressing the ramifications of

those answers. For the reasons explained herein, we now reverse

the district court's findings that Honda's notices were compliant

with Massachusetts law, vacate its dismissal of Williams's claims

under the Massachusetts UCC and chapter 93A, and otherwise affirm

its judgment.

I. Background

The pertinent facts are set out in Williams v. Am. Honda

Fin. Corp., 858 F.3d 700 (1st Cir. 2017). In brief, Williams

purchased a Honda Accord in 2007, which she partly financed through

a retail-installment-sale contract with Honda. After Williams

failed to make her loan payments, Honda repossessed the automobile

and sent her a post-repossession notice that advised her of Honda's

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intent to sell the car at auction. The notice also described

Williams's deficiency liability as follows: "The money received

from the sale (after paying our costs) will reduce the amount you

owe. If the auction proceeds are less than what you owe, you will

still owe us the difference."

At auction, Honda fetched $8,900.00 for the automobile.

Honda then sent Williams a second notice that apprised her of the

sale and of her deficiency balance, calculated in accordance with

the post-repossession notice by subtracting the price obtained at

auction from her outstanding loan balance plus the additional costs

associated with repossessing and selling the automobile.

Williams claims that Honda's notices violate provisions

of the Massachusetts version of the Uniform Commercial Code

("UCC"), Mass. Gen. Laws ch. 106, §§ 9-614, 9-616, and the

Massachusetts consumer protection statute, Mass. Gen. Laws

ch. 93A, § 2(A), by telling Williams that her deficiency liability

would be calculated using the automobile's sale price obtained at

auction (rather than its fair market value). The district court

rejected this challenge to Honda's notices for two reasons. First,

it noted that Honda's pre-sale notice "track[ed] the safe harbor

language in section 9-614(3)," which uses auction-sale proceeds as

the measure of a debtor's deficiency. Williams v. Am. Honda Fin.

Corp., No. 14-CV-12859, 2014 WL 11090919, at *8 (D. Mass. July 3,

2014). Further, the court concluded that Williams had presented

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"no evidence that the auction proceeds were less than the

[automobile's] fair market value." Id. 1

On appeal, Williams argues that summary judgment dismissing

her challenges to Honda's notices was improper. She maintains

that Massachusetts law requires a lender to give credit for the

fair market value of the car -- determined using a car's estimated

retail-market value -- when calculating deficiencies owed, and she

therefore challenges the district court's conclusion that Honda's

use of the auction-sale price in its deficiency notices was

accurate and reasonable under the circumstances. Acknowledging

that a resolution of Williams's claims would require this court to

reconcile Massachusetts's Motor Vehicle Retail Installment Sales

Act ("MVRISA"), Mass. Gen. Laws ch. 255B, § 20B, with provisions

of the Massachusetts UCC, we certified the following three

questions to the Massachusetts Supreme Judicial Court:

1 Honda would seem to have us read the second of the two

reasons the district court provided as sufficient, by itself, to

find its pre- and post-sale notices to be compliant with

sections 9-614 and 9-616. This makes no sense at all, nor does

Honda explain how it might make sense; i.e., how deficient notices

could be deemed compliant with the statutory-notice requirements

merely because the auction sale netted a price that is in line

with the collateral's fair market value. We therefore read the

district court's holding as saying that the notices must both be

facially compliant and the sale proceeds need be equal to fair

market value. Whether it is correct that an otherwise compliant

notice could be rendered noncompliant by a defective sale, we need

not -- and do not -- decide because, as we will explain, it is now

clear that the notices did not accord with sections 9-614 and 9-

616.

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1. Whether the "fair market value" of collateral under

Massachusetts General Laws chapter 255B, section 20B, is

the fair market retail value of that collateral?

2. Whether, and in what circumstances, a pre-sale notice

is "sufficient" under UCC section 9-614(4) and (5), and

"reasonable" under UCC section 9-611(b), where the

notice does not describe the consumer's deficiency

liability as the difference between what the consumer

owes and the "fair market value" of the collateral, and

the transaction is governed by MVRISA?

3. Whether, and in what circumstances, a post-sale

deficiency explanation is "sufficient" under UCC

section 9-616 where the deficiency is not calculated

based on the "fair market value" of the collateral, and

the transaction is governed by MVRISA?

Williams, 858 F.3d at 703.

In June, the Supreme Judicial Court issued an opinion that

addressed our questions. Williams, 98 N.E.3d at 171. In brief,

the Supreme Judicial Court answered the first question in the

negative, concluding that "the Legislature did not dictate the

creditor's market choice in the first instance." Id. at 179–80.

Nevertheless, the court opined that, in disputed cases, a

rebuttable presumption exists that the estimated retail-market

value of the repossessed collateral is its fair market value in

MVRISA-governed transactions. Id. at 174. As to the second and

third questions, the Supreme Judicial Court concluded that notices

provided under sections 9-614 and 9-616 "must describe the

[debtor's] deficiency as the difference between the fair market

value of the collateral and the debtor's outstanding balance."

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Id. at 179. Applying these answers, we now address the merits of

Williams's appeal.

II. Analysis

A.

We first address the district court's conclusion that

Williams failed to offer any evidence to show that Honda sold her

vehicle for less than fair market value in violation of MVRISA

§ 20B. See Williams, 2014 WL 11090919, at *7. In so ruling, the

district court rejected as unauthenticated the only evidence

Williams offered to prove fair market value, retail or otherwise.

Id. We review evidentiary decisions at the summary judgment stage

for abuse of discretion. See Hoffman v. Applicators Sales & Serv.,

Inc., 439 F.3d 9, 13 (1st Cir. 2006) ("[T]he Court should review

the district court's evidentiary rulings made as part of its

decision on summary judgment for abuse of discretion." (citing

Alt. Sys. Concepts, Inc. v. Synopsys, Inc., 374 F.3d 23, 31 (1st

Cir. 2004))).

We see no reason to upset the district court's conclusion

concerning the adequacy of Williams's proof. On appeal, Williams

offers no argument at all that the court abused its discretion in

finding that Williams did not authenticate the sole exhibit -- a

National Automobile Dealers Association values printout -- that

she offered to support her claim that Honda sold her vehicle for

less than fair market value. Her challenge to the court's ruling

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that Honda sold the car for fair market value is therefore waived.

See United States v. Zannino, 895 F.2d 1, 17 (1st Cir. 1990)

("[I]ssues adverted to in a perfunctory manner, unaccompanied by

some effort at developed argumentation, are deemed waived.").2

B.

We turn now to the main issue in this case: Williams's

challenge to the district court's determination that the postrepossession

and post-sale notices Honda sent to Williams complied

with the requirements of Massachusetts law. See Williams, 2014

WL 11090919, at *8.

The Massachusetts Supreme Judicial Court has now opined that

the post-repossession and post-sale notices of the type Honda sent

to Williams must "expressly describe the deficiency as the

difference between the amount owed on the loan and the fair market

value of the vehicle." Williams, 98 N.E.3d at 171; see also id.

at 179 ("The notice . . . must describe the deficiency as the

2 Williams does briefly contend on appeal that other evidence

in the record filled the gap in proof that the exclusion of her

exhibit created. She never made this argument below, so we deem

it forfeited. See Davila v. Corporación de Puerto Rico para la

Difusión Pública, 498 F.3d 9, 14 (1st Cir. 2007) (deeming forfeited

an argument not raised before the district court). And with

Williams having made no attempt on appeal to explain how she

satisfies the demanding plain-error test, "[w]e are under no

obligation to do [her] work for [her]." United States v. Morosco,

822 F.3d 1, 22 (1st Cir. 2016), cert. denied, 137 S. Ct. 251

(2016).

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difference between the fair market value of the collateral and the

debtor's outstanding balance.").

Honda's notices to Williams, which describe Williams's

deficiency as the difference between "the amount you owe" and

"[t]he money received from the sale," plainly do not provide this

necessary express description, and therefore do not comply with

the requirements of Mass. Gen. Laws ch. 106, §§ 9-614, 9-616.

Honda argues that, under the facts presented here, "fair

market value" is no different than the auction price and, thus,

its notices, which parrot the so-called safe-harbor language in

Mass. Gen. Laws ch. 106, § 9-614(3), "conveyed the 'fair market

value' concept." The Supreme Judicial Court, however, has now

made it clear that a creditor's use of the UCC safe-harbor language

in deficiency notifications is inadequate under Massachusetts law.

See Williams, 98 N.E.3d at 179.

In the wake of the Supreme Judicial Court's opinion, Honda

argues for the first time that applying the Supreme Judicial

Court's interpretation of Mass. Gen. Laws ch. 106, §§ 9-614, 9-

616 to notices sent before the court announced its decision would

violate its "constitutional right to due process." But Williams's

challenge to Honda's notices -- and the prospect that a court might

read the ambiguous statutory requirements adversely to Honda just

as the Supreme Judicial Court did -- has been pending since 2014.

Yet, in neither the district court nor in this court nor before

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the Supreme Judicial Court did Honda raise this due process

argument. Accordingly, the argument is three-times waived to the

extent Honda would rely on it to establish that its notices were

compliant. See Lawless v. Steward Health Care Sys., LLC, 894 F.3d

9, 25 (1st Cir. 2018) (finding an argument waived when a party

failed to raise it in their opening brief); Nat'l Ass'n of Soc.

Workers v. Harwood, 69 F.3d 622, 627 (1st Cir. 1995) ("Ordinarily,

an appellant who has not proffered a particular claim or defense

in the district court 'may not unveil it in the court of appeals.'"

(quoting United States v. Slade, 980 F.2d 27, 30 (1st Cir. 1992))).

Given the above, entry of summary judgment on Williams's UCC

notice and chapter 93A claims was improper. Whether and to what

extent Honda acted in good faith and whether and to what extent

good faith provides any defense or mitigation in connection with

any claims or remedies, we leave to the district court to determine

on remand.

For the foregoing reasons, we reverse the district

court's findings that Honda's notices were compliant with

Massachusetts law, we vacate its dismissal of Williams's claims

under chapter 93A and Massachusetts' version of the UCC,

challenging the adequacy of Honda's notices, and we otherwise

affirm its judgment. Costs are awarded to Williams.