HIGHWAY SALES, INC.; Donald Oren, Appellants, v. BLUE BIRD CORPORATION; Thermo Leasing Corporation, doing business as Shorewood RV Center, Appellees, 559 F.3d 782

RILEY, Circuit Judge. Donald Oren (Oren) and Highway Sales, Inc. (Highway Sales) (collectively, plaintiffs), asserted claims against Blue Bird Corporation (Blue Bird) for (1) breach of express and implied warranties; (2) violation of the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301-2312; (3) violation of Minnesota’s Lemon Law, Minn.Stat. § 325F.665; and (4) revocation of acceptance under Minn.Stat. § 336.2-608. Plaintiffs also asserted a claim for revocation of acceptance against Thermo Leasing Corporation d/b/a Shorewood RV Center (Shorewood RV). The district court granted Blue Bird’s and Shorewood RV’s (collectively, defendants) motion for

summary judgment on all of plaintiffs’ claims. Plaintiffs appeal. We affirm in part and reverse in part. I. BACKGROUND Plaintiffs’ claims arose from their purchase of a defective recreational vehicle (RV) manufactured by Blue Bird. On July 31, 2003, Highway Sales purchased, for Oren’s use, a Blue Bird Wanderlodge M380 RV from Shorewood RV, a Blue Bird authorized dealer. The purchase price was $337,244. In the months following the sale, Oren discovered numerous defects, including failures of the RV’s electrical system, batteries, seals, slides, gauges, compressor, monitor, and lighting.

Oren returned the RV to Shorewood RV for repairs on a number of occasions, and Shorewood RV attempted to remedy the RV’s various defects. Despite Shorewood RV’s efforts, Oren continued experiencing problems with the RV. On July 2, 2004, Oren delivered the RV to Shorewood RV’s lot, giving the keys to Shorewood RV and removing his belongings. Oren informed Anthony Santarsiero (Santarsiero), a Shorewood RV employee, that Oren was returning the RV as of that day. Santarsiero gave Oren the name of Blue Bird’s CEO and told Oren to call or write the CEO a letter to try to resolve the problem.

On July 8, 2004, Oren wrote a letter to Blue Bird’s CEO asking him to authorize repurchase of the RV at its original cost. Oren copied Santarsiero on the letter. The letter stated, in part: ... After almost a year of continued problems with this motor home, I have come to three conclusions. First, the Model M380 was released before it had been properly designed, tested, and debugged. Second, Shorewood RV is a terrific dealer for you, but even they could not overcome the inherent problems in the M380.

Third, I have run out of patience, confidence, and trust that the problems can be fixed in a reasonable time, and I request that you return my purchase price. ... On July 2, 2004, after the engine batteries once again died, I removed all my personal belongings and returned the coach to the dealer. This was the final event — the last straw.... I spoke with Anthony Santarsiero and told him I was returning the coach as of that day.... Suffice it to say that I am out of patience, and that both of our lives will be made easier if you will simply authorize a repurchase of the coach at its original cost.

This coach simply needs to be permanently.recalled until major corrections are made. ... I’m not interested in further retrofits, patches, or excuses. I will never take this coach back. Neither Blue Bird nor Shorewood RV refunded plaintiffs’ purchase price. Instead, on July 31, 2004, a Blue Bird technician performed a major electrical retrofit on the RV. Despite this repair, the batteries failed again on August 12, 2004. Additional repairs were completed on August 19, 2004, while the RV was in Shorewood RV’s possession.

On September 7, 2004, Blue Bird’s Director of Customer Service formally rejected Oren’s request for a refund, asserting, “[y]our electrical issue on your M380 has been repaired.... We do not refund purchases or buy units back. We are committed to working with our Dealers and Customers to resolve any service needs that may occur. I know you have had some battery issues with your unit, but I am confident that these issues have been resolved.

You have a reliable unit that should give you the service and performance it is designed for.” On September 14, 2004, Oren and Shore-wood RV signed a Consignment Agreement, giving Shorewood RV the exclusive right to sell the RV. Before putting the RV on Shorewood RV’s sales lot, additional repairs were completed on September 28, 2004, and October 4, 2004. Despite the Consignment Agreement, Oren continued his efforts to obtain a refund. On October 27, 2004, Oren again wrote to Blue Bird, demanding a refund.

Oren wrote another letter to Blue Bird on November 2, 2004, this time notifying Blue Bird he considered the RV to be a “lemon” under Minnesota’s Lemon Law. On November 5, 2004, Blue Bird replied to Oren’s October 27, 2004 letter.

Blue Bird refused to provide a refund, declaring “Blue Bird stands behind this [RV which is] a reliable unit and will give you the service and performance for which it is designed.” Blue Bird then apologized for any inconvenience Oren incurred while the RV was being repaired and offered to “send a Wanderlodge factory representative to Shorewood to provide additional owner training and a systems check” of the RV. On November 17, 2004, Oren traveled to Shorewood RV to check the status of the RV. Oren found the RV would not start because the batteries were once again dead.

On November 19, 2004, Blue Bird’s attorney responded to Oren’s November 2, 2004 letter stating, “Blue Bird and its distributor have worked on the motor home and believe that the cause of the battery problem you identified, as well as any other issues, have been remedied.

Therefore, Blue Bird has fully complied with the requirements of its warranty and the Minnesota lemon law.” This letter went on to reiterate Blue Bird’s willingness to continue working with Oren and Shorewood RV “to assure [Oren] that the motor home conforms to the warranty.” On November 29, 2004, Oren replied to Blue Bird’s attorney, enclosing a spreadsheet detailing the problems he had experienced with the RV and stating: My purpose in sending along this information is to document the fact that neither Blue Bird, nor its authorized representative, Shorewood R.V.

Center [], has succeeded in meeting its obligations to conform the vehicle to the applicable express warranties. As the record clearly demonstrates, even after a reasonable number of attempts to repair the electrical and other problems that have haunted this unit, it remains unfit for the purpose it was intended; therefore, I reiterate my demand that Blue Bird make a full refund of the purchase price of the unit.

Blue Bird’s attorney responded on December 1, 2004, asserting there was “nothing wrong” with the RV, and “Blue Bird has lived up to its obligations under the warranty.” Oren wrote back to Blue Bird’s attorney on December 6, 2004, indicating he would consider litigation if the matter were not acceptably resolved. On January 4, 2005, plaintiffs’ attorney wrote Blue Bird’s attorney in an attempt to

schedule the matter for informal arbitration, as provided by the alternative dispute settlement mechanism set forth in Minnesota’s Lemon Law. Thereafter, Oren learned from Shore-wood RV that Parliament Coach, an RV dealer in Florida, might be interested in purchasing the RV. In February 2005, Oren agreed to sell the RV to Parliament Coach for $225,000, resulting in a loss to plaintiffs of over $100,000. Before the sale, Oren fully disclosed to Parliament Coach the problems Oren had experienced with the RV.

Oren informed Shorewood RV someone from Parliament Coach would be coming to Shorewood RV the next day to take the RV. Oren admits he did not inform Blue Bird of the sale. Blue Bird did not learn until March 29, 2005, that plaintiffs sold the RV. On May 24, 2005, Blue Bird informed plaintiffs it refused to participate in arbitration based on its belief the Lemon Law claim no longer applied after plaintiffs sold the RV. On July 15, 2005, plaintiffs filed suit in Minnesota state court against Blue Bird. Blue Bird removed the case to federal court based on diversity of citizenship.

Plaintiffs later amended their complaint, adding Shorewood RV as a defendant. Defendants moved for

summary judgment. The magistrate recommended granting defendants’ motion with respect to all plaintiffs’ claims except plaintiffs’ state law claim for breach of express warranty. Viewing the evidence in the light most favorable to the plaintiffs, the magistrate determined a factfinder could reasonably conclude plaintiffs’ breach of express warranty claim did not accrue until on or after November 19, 2003, and, therefore, the claim was not barred by the one year limitations period contained in Blue Bird’s Limited Warranty. The parties filed objections to the magistrate’s Report and Recommendation. The district court concluded defendants were entitled to

summary judgment on all of plaintiffs’ claims, including the state law claim for breach of express warranty. The district court determined, as a matter of law, plaintiffs’ breach of express warranty claim was untimely because the claim accrued no later than July 8, 2004, and plaintiffs filed suit more than one year later, on July 15, 2005. Plaintiffs now argue: (1) their breach of express warranty claim was timely;

(2) Blue Bird’s repeated promises to repair the RV tolled the limitations period on plaintiffs’ breach of express and implied warranty claims; (3) plaintiffs’ sale of the motor home did not bar their Minnesota Lemon Law Claim; and (4) plaintiffs were entitled to pursue their claims for revocation of acceptance against Blue Bird and Shorewood RV. II. DISCUSSION A. Standard of Review “This court reviews a district court’s grant of

summary judgment de novo, applying the same standard as the district court.” Hindman v. Transkert Corp., 145 F.3d 986, 990 (8th Cir.1998) (citations omitted). We will find the district court’s grant of

summary judgment proper “when the record, viewed in the light most favorable to the nonmoving party, and giving that party the benefit of all reasonable inferences, shows that there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law.” Id. (citations omitted). B. Breach of Warranty 1. Accrual of Breach of Express Warranty Claim Plaintiffs argue the district court erred by finding their claim for breach of express warranty was barred by the one year limitations period contained in Blue Bird’s Limited Warranty.

The limited warranty guaranteed certain components of the RV would “be free from defects in material and workmanship” for specified periods of time.

It also provided, “[a]ny suit alleging a breach of this limited warranty or any other alleged warranty must be filed within one year of breach.” Under Minnesota law, “[a] cause of action [for breach of warranty] accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.” Minn.Stat. § 336.2-725(2). “A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.” Id.

Thus, when a warranty extends to future performance, the cause of action accrues “when the plaintiff discovers or should have discovered the defendant’s refusal or inability to maintain the goods as warranted in the contract.” Anderson v. Crestliner, Inc., 564 N.W.2d 218, 223 (Minn.App.1997) (quoting Church of the Nativity of Our Lord v. WatPro, Inc., 491 N.W.2d 1, 6 (Minn.1992), overruled by Ly v. Nystrom, 615 N.W.2d 302 (Minn.2000)).

The parties agree the limited warranty explicitly extends to future performance by guaranteeing certain components of the RV would “be free from defects in material and workmanship” for specified periods of time. Because the limited warranty extends to future performance, Oren’s breach of warranty claim accrued on the date Oren “discover[ed] or should have discovered [Blue Bird]’s refusal or inability to maintain the [RV] as warranted in the contract.” See id. The parties agree Blue Bird expressed a continued willingness to repair the RV long after July 8, 2004.

Thus, our concern is not the date Blue Bird refused to maintain the RV, but the date Oren discovered Blue Bird’s inability to maintain the RV as warranted. The parties dispute when this discovery occurred. Blue Bird argues, and the district court found, that by July 8, 2004, Oren firmly believed Blue Bird was unable to maintain the RV as warranted. The district court determined, as a matter of law, Oren’s July 8, 2004 letter unequivocally demonstrated Oren’s belief Blue Bird was unable to maintain the RV as warranted. We disagree. Oren’s July 8, 2004 letter stated, in relevant part: ...

After almost a year of continued problems with this motor home, I have come to three conclusions. First, the Model M380 was released before it had been properly designed, tested, and debugged. Second, Shorewood RV is a terrific dealer for you, but even they could not overcome the inherent problems in the M380. Third, I have run out of patience, confidence, and trust that the problems can be fixed in a reasonable time, and I request that you return my purchase price. On July 2, 2004, after the engine batteries once again died, I removed all my personal belongings and returned the coach to the dealer.

This was the final event — the last straw. Suffice it to say that I am out of patience, and that both of our lives will be made easier if you will simply authorize a repurchase of the coach at its original cost. This coach simply needs to be permanently recalled until major corrections are made. ... I’m not interested in further retrofits, patches, or excuses. I will never take this coach back. Oren’s July 8, 2004 letter certainly evidences Oren’s high level of frustration and disgust with the need for repeated repairs on the RV.

However, the district court erred by concluding as a matter of law that Oren believed the RV was beyond repair as of that date. Oren’s statement he had “run out of patience, confidence, and trust that the problems can be fixed in a reasonable time” does not necessarily mean Oren, at that moment, believed the RV was beyond repair. A factfinder could just as reasonably conclude Oren was simply tired of dealing with the RV’s defects.

Saying “I am out of patience” or “I’m not interested in further retrofits, patches, or excuses” is not the same as saying, “I believe Blue Bird is incapable of maintaining this RV as warranted.” The fact Oren allowed additional repairs to be completed on July 31, August 19, September 28, and October 4, 2004, strongly suggests Oren continued to believe Blue Bird was capable of eventually repairing the RV.

It was not until November 29, 2004, that Oren first informed Blue Bird he believed Blue Bird had failed “in meeting its obligations to conform the vehicle to the applicable express warranties.” We conclude a genuine issue of material fact exists regarding the date Oren knew or should have known Blue Bird was unable to maintain the RV as warranted. 2. Accrual of Breach of Implied Warranty Claim Unlike express warranties, under Minnesota law, “[i]mplied warranties cannot, by their very nature, explicitly extend to future performance.” Marvin Lumber & Cedar Co. v.

PPG Indus., Inc., 223 F.3d 873, 879 (8th Cir.2000) (citation omitted). See also Nelson v. Int’l Harvester Corp., 394 N.W.2d 578, 582 (Minn.Ct.App.1986), overruled on other grounds by Lloyd F. Smith Co., Inc. v. Den-Tal-Ez, Inc., 491 N.W.2d 11 (Minn.1992). A breach of implied warranty occurs, and the claim accrues, “when tender of delivery is made....” MinmStat. § 336.2-725(2). Thus, the fact Blue Bird expressly warranted various components of the RY would be free from defects for specified periods of time after tender of delivery does not extend the accrual date for a breach of implied warranty claim.

The parties agree tender of delivery of the RV occurred on July 31, 2003. Plaintiffs filed suit almost two years later, on July 15, 2005. Plaintiffs’ breach of implied warranty claim is therefore untimely, unless Blue Bird is equitably estopped from asserting the statute of limitations defense. 3.

Equitable Estoppel Plaintiffs argue even if their breach of express warranty claim accrued on July 8, 2004, and their breach of implied warranty claim accrued on July 31, 2003, the limitations period was tolled until at least November 2004 because Blue Bird repeatedly promised to repair the RV and conform it to the limited warranty. Under the doctrine of equitable estoppel, if a buyer delays filing suit as a result of reasonable and detrimental reliance on a seller’s assurances it will repair the defective goods, the limitations period is tolled during that period of delay. See Lake Superior Ctr. Authority v.

Hammel, Crreen & Abrahamson, Inc., 715 N.W.2d 458, 473 (Minn.Ct.App.2006) (discussing defects in real property); J & D Constr., Inc. v. Ramy Int’l. Ltd., No. C4-01-498, 2001 WL 969146, at *3 (Minn.Ct.App. Aug. 28, 2001); U.S. Leasing Corp. v. Biba Info. Processing Servs., Inc., 436 N.W.2d 823, 826 (Minn.Ct.App.1989); Sohns, 854 N.W.2d at 855. See generally Hydra-Mac, 450 N.W.2d at 919 n. 4. “While estoppel is ordinarily a question of fact for the jury, when only one inference can be drawn from the facts, the question is one of law.” U.S. Leasing Corp., 436 N.W.2d at 826 (quoting L & H Transport, Inc. v.

Drew Agency, Inc., 403 N.W.2d 223, 227 (Minn.1987)). There is ample evidence in the record from which a factfinder could conclude Blue Bird made ongoing assurances it would repair the RV. After Oren delivered the RV to Shorewood RV’s lot on July 2, 2004, Blue Bird technicians attempted repairs on July 31, August 19, September 28, and October 4, 2004.

On September 7, 2004, Blue Bird rejected Oren’s request for a refund but maintained, “We are committed to working with our Dealers and Customers to resolve any service needs that may occur.” As late as November 2004, Blue Bird asserted it had complied with Minnesota’s Lemon Law and the requirements of its warranty, although reiterating its willingness to continue working with Oren and Shorewood RV to “assure [Oren] that the motor home conforms to the warranty.” The critical question, then, is whether plaintiffs delayed filing suit as a result of reasonable and detrimental reliance on Blue Bird’s ongoing assurances to repair the RV, and, if so, on what date plaintiffs’ reliance (and the tolling of the limitations period) ended.

There is no evidence in the record from which a reasonable factfin-der could conclude plaintiffs reasonably and detrimentally relied on Blue Bird’s efforts or promises to repair the RV after Oren delivered the RV to Shorewood RV’s lot on July 2, 2004. On the contrary, by July 2, 2004, Oren manifested no reliance on Blue Bird’s or Shorewood RV’s assurances the defective RV would soon be repaired.

Although plaintiffs insist Blue Bird “resorted to bald assertions that the motor home was not defective despite its continuing failures and need for repairs,” plaintiffs do not claim Oren believed these assertions or that plaintiffs delayed filing suit as a result of detrimentally relying upon such assertions. Nowhere do plaintiffs maintain Blue Bird’s assurances or repair attempts after July 2, 2004, caused any detrimental reliance, nor does the record support such an inference.

The fact Oren may have believed Blue Bird was capable of eventually repairing the RV falls far short of establishing that Oren detrimentally relied upon Blue Bird’s promises to repair the RV.

On July 8, 2004, Oren wrote Blue Bird’s CEO announcing the “last straw,” and explaining Oren had run “out of patience ... that the problems can be fixed in a reasonable time,” and he was “not interested in further retrofits, patches, or excuses.” Because plaintiffs have identified no action they took or failed to take after July 2, 2004, in reliance upon any statements or actions of Blue Bird, the district court did not err by determining, as a matter of law, plaintiffs were not entitled to equitable tolling. C.

Minnesota Lemon Law Plaintiffs argue the district court erred by finding plaintiffs’ resale of the RV prevents their claim under Minnesota’s Lemon Law.

The Minnesota Lemon Law provides: If the manufacturer ... [is] unable to conform [a] new motor vehicle to any applicable express warranty by repairing or correcting any defect or condition which substantially impairs the use or market value of the motor vehicle to the consumer after a reasonable number of attempts, the manufacturer shall either replace the new motor vehicle with a comparable motor vehicle or accept return of the vehicle from the consumer and refund to the consumer the full purchase price....

If the manufacturer offers a replacement vehicle under this section, the consumer has the option of rejecting the replacement vehicle and requiring the manufacturer to provide a refund. Minn.Stat. § 325F.665, subd. 3(a) (emphasis added). Plaintiffs contend they were entitled to sell the RV because they offered to return the RV, but Blue Bird refused to refund the purchase price. This argument fails. Our disposition of plaintiffs’ Lemon Law claim follows Pfeiffer v. Ford Motor Co., 517 N.W.2d 76 (Minn.Ct.App.1994).

In Pfeiffer, the plaintiffs sold their allegedly defective vehicle after they were denied relief by Ford Motor Company’s informal dispute mechanism under the Minnesota Lemon Law. Id. at 77. Plaintiffs then filed suit against Ford under the Minnesota Lemon Law. Id. The Minnesota Court of Appeals affirmed the district court’s dismissal of the plaintiffs’ Lemon Law claim, concluding “[a] plain, common sense reading of this statute evidences a requirement of tender of the allegedly defective vehicle in order to recover under the Lemon Law.” Id. at 80.

Merely offering to return the vehicle is insufficient-the plain language of the statute conditions a consumer’s refund on the manufacturer “accept[ing] return of the vehicle from the consumer.” See Minn.Stat. § 325F.665, subd. 3(a). Plaintiffs did not comply with the law’s tender requirement because plaintiffs did not return the RV to Blue Bird.

The Pfeiffer court further explained the tender requirement comports with the Lemon Law’s purpose of protecting subsequent consumers, reasoning, “it is inconsistent to allow a Lemon Law recovery, while allowing the same injured party to pass the defective auto on to another consumer without notice or the warranty protections provided to the first owner.” Pfeiffer, 517 N.W.2d at 80. Plaintiffs insist they complied with the purpose of the Lemon Law because, before selling the RV, they fully disclosed to Parliament Coach all the problems Oren had experienced with the RV. We disagree.

Minnesota’s Lemon Law “requires that clear labeling and notice be provided to subsequent purchasers of a vehicle returned due to incurable defects,” id. (citing Minn.Stat. § 325F.665, subd. 5(a)(2)), and also requires the manufacturer to provide continued warranty coverage to the new owner. Minn.Stat. § 325F.665, subd. 5(a)(1). Oren’s disclosure to Parliament Coach of the RV’s problems was insufficient to extend all of the Lemon Law’s protections to the RV’s subsequent owner.

We agree with the district court’s reading of Pfeiffer and the Minnesota Lemon Law that a plaintiff who passes his lemon to another consumer before trial cannot pursue a claim under Minnesota’s Lemon Law. D. Revocation of Acceptance 1. Revocation of Acceptance Against Shorewood RV Plaintiffs contend the district court erred by granting defendants’ motion for

summary judgment on plaintiffs’ revocation of acceptance claims against Blue Bird and Shorewood RV. Specifically, plaintiffs .argue the district court erred by determining, as a matter of law, plaintiffs revoked acceptance only against Blue Bird and not against Shorewood RV. A buyer may revoke acceptance of a “commercial unit whose nonconformity substantially impairs its value to the buyer” if the buyer was unable to discover the nonconformity at the time of delivery.

Minn.Stat. § 336.2-608(1). “Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.” Minn.Stat. § 336.2-608(2). The revocation must be unequivocal. See Barry & Sewall Indus. Supply Co. v. Metal-Prep of Houston, Inc., 912 F.2d 252, 257 (8th Cir.1990). However, the notice of revocation is not required to “assume any particular format. ...” Cissell Mfg. Co. v.

Park, 36 P.3d 85, 89 (Colo.Ct.App.2001). Rather, “[t]he notice of revocation, to be sufficient, should fairly apprise the seller that the buyer wants to give back the goods and receive a substitute or money in return.” Id. (citing William Hawkland, Uniform Commercial Code Series § 2-608:5). On July 2, 2004, Oren returned the RV to Shorewood RV. Oren removed his belongings and gave the keys to Shorewood RV. Oren informed Santarsiero he was returning the RV as of that day. At San-tarsiero’s suggestion, Oren wrote a letter to Blue Bird’s CEO requesting a refund. Oren copied Santarsiero on the letter.

The fact Oren took Santarsiero’s suggestion and sought a refund from Blue Bird does not, as a matter of law, defeat Oren’s revocation of acceptance claim against Shorewood RV. A reasonable fact-finder could readily conclude Oren’s return of the RV and Oren’s conduct and discussions with Santarsiero were sufficiently unequivocal to notify Shorewood RV that Oren intended to revoke acceptance of the RV and obtain a refund.

Because material fact questions exist regarding whether Oren effectively revoked acceptance against Shorewood RV, we conclude the district court erred by determining, as a matter of law, plaintiffs revoked acceptance only against Blue Bird and not against Shorewood RV. 2.

Reacceptance Defendants maintain, even if plaintiffs effectively revoked acceptance against both Blue Bird and Shorewood RV, plaintiffs’ resale of the RV constituted reaccep-tance, which defeats plaintiffs’ revocation of acceptance claim against both defendants as a matter of law. “[U]pon notice of revocation, the buyer must not indulge in any action which would indicate that he has reaccepted the goods.” Barry & Sewall Indus.

Supply Co., 912 F.2d at 257. “A buyer’s act of dominion over goods, including sale of the goods, is inconsistent with a buyer’s claim of revocation of acceptance.” Chancellor Development Co. v. Brand, 896 S.W.2d 672, 676 (Mo.Ct.App.1995) (citations omitted); see also Pettibone Minnesota Corp. v. Castle, 311 Minn. 513, 247 N.W.2d 52, 53 (1976) (per curiam) (“The sale by defendant of the machinery to others was

an act ‘inconsistent with the seller’s ownership.’ ” (quoting Minn.Stat. § 336.2 — 606(l)(c))). Under certain circumstances, a buyer’s resale of nonconforming goods will not defeat the buyer’s claim for revocation of acceptance.

Minn.Stat. § 336.2-711(3) states, On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in the buyer’s possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 336.2-706).

If an aggrieved seller resells nonconforming goods “in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages ..., but less expenses saved in consequence of the buyer’s breach.” MinmStat. § 336.2-706(1). The resale may be a public or private sale. Minn.Stat. § 336.2-706(2). “Where the resale is at a private sale the seller must give the buyer reasonable notification of an intention to re-sell.” Minn. Stat. § 336.2-706(3).

If the aggrieved party resells the goods without providing notification of an intention to resell, the resale does not meet the requirements of § 336.2-706(3). See, e.g., Jack Rabbit Lines, Inc. v. Neoplan Coach Sales, Inc., 551 N.W.2d 18, 20 (S.D.1996) (determining the aggrieved buyer’s failure to notify the seller of its intention to resell at a private sale precluded recovery of damages otherwise allowable under U.C.C. § 2-706); Massey v.

Moore, 633 So.2d 1044, 1047 (Miss.1994) (reasoning the seller violated the notice requirements of U.C.C. § 2-706(3) by failing to notify the buyer of his intention to resell goods at a private sale); Kleiderfabrik v.

Peters Sportswear Co., Inc., 483 F.Supp. 1228, 1234 (E.D.Pa.1980) (explaining “§ 2-711(3) explicitly requires the buyer to follow the procedures for sale set forth in § 2-706[,]” and when a buyer sold the defective goods, “without observing the requirements of § 2-706, it went beyond the range of permissible conduct for a buyer in possession of rejected goods, and it was no longer protected against liability by the Code”); Anheuser v.

Oswald Refractories Co., Inc., 541 S.W.2d 706, 711 (Mo.Ct.App.1976) (holding, “when a seller avails himself of the remedy afforded by [U.C.C. § 2-706] he must comply with all of the terms of that

section and the burden of showing compliance is on the seller”). It is undisputed Oren did not inform Blue Bird he intended to sell the RY. Blue Bird only learned of the sale after the RY was sold. Thus, with respect to Blue Bird, plaintiffs failed to sell the RV in a commercially reasonable manner with reasonable notice to Blue Bird, as required by Minn. Stat. § 336.2-706, and therefore are precluded from recovering under Minn.Stat. § 336.2-706. We conclude plaintiffs’ resale of the RV was inconsistent with plaintiffs’ claim of revocation of acceptance as to Blue Bird and constituted a reacceptance of the RV. Blue Bird is entitled to

summary judgment on plaintiffs’ revocation of acceptance claim. The question of whether plaintiffs provided Shorewood RV sufficient notification of their intention to resell the RV only arises if the factfinder determines plaintiffs effectively revoked acceptance against Shorewood RV. Assuming the fact-finder resolves this issue in plaintiffs’ favor, we conclude there is no doubt plaintiffs complied with the notice requirement of § 336.2-706. On September 14, 2004, Oren and Shorewood RV signed a Consignment Agreement, giving Shorewood RV the exclusive right to sell the RV.

It was Shorewood RV that informed Oren that Parliament Coach might be interested in purchasing the RV. After Oren agreed to sell the RV to Parliament Coach, Oren notified Shorewood RV someone from Parliament Coach would be coming to Shorewood RV the next day to pick up the RV. These acts, as a matter of law, were sufficient to meet the notice requirements of § 336.2-706(3). Assuming plaintiffs’ revocation of acceptance was effective against Shorewood RV, plaintiffs’ resale of the RV did not constitute reacceptance. III.

CONCLUSION Genuine issues of material fact exist with respect to plaintiffs’ breach of express warranty and Magnuson-Moss warranty claims against Blue Bird and plaintiffs’ revocation of acceptance claim against Shorewood RV. We reverse the district court’s grant of

summary judgment on these claims. We affirm the district court’s grant of

summary judgment on (1) the equitable tolling issue, (2) plaintiffs’ claim under the Minnesota Lemon Law, and (3) plaintiffs’ revocation of acceptance claim against Blue Bird. . Highway Sales is a truck dealership owned by Oren. . Parliament Coach attempted to repair the RV, later selling it to a subsequent owner who experienced problems similar to the ones Oren experienced. . The limited warranty provided Georgia law shall govern the warranty, but the parties and the district court have agreed to apply Minnesota law under the assumption the two state laws are identical. We will continue to apply Minnesota law under the same assumption. We note the dissent’s

interpretation of the limited warranty also exclusively relies on Minnesota law and anticipates what the Minnesota Supreme Court would do. . Minnesota law provides a four year statute of limitations “for breach of any contract for sale.” Minn.Stat. § 336.2-725(1). However, the parties may agree to “reduce the period of limitation to not less than one year....” Id. . Plaintiffs do not argue the implied warranty limitation is inconspicuous and do not assert implied warranties may extend to future performance under Minnesota law.

Contrary to the dissent, we follow our general rule not to consider issues not raised by the parties or the district court, because such issues are waived. See Stephenson v. Davenport Cmty. Sch. Dist., 110 F.3d 1303, 1306-07 n.3 (8th Cir.1997) (quoting Bechtold v. City of Rosemount, 104 F.3d 1062, 1068 (8th Cir.1997)). . In addition to their state law claims for breach of express and implied warranty, plaintiffs assert claims against Blue Bird for breach of express and implied warranty under the Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301-2312.

The parties agree that, because the Magnuson-Moss Warranty Act contains no statute of limitations, plaintiffs' Magnuson-Moss claims are governed by the same limitations period as plaintiffs' state law breach of warranty claims. See Sernak v. Krenzen Cadillac, Inc., 415 N.W.2d 92, 94 (Minn.Ct.App.1987). See also Hrycay v. Monaco Coach Corp., No. 07-2605, 2008 WL 638235, at *4 (E.D.Pa.

March 7, 2008) (explaining, because the Magnuson-Moss Warranty Act does not contain a statute of limitations, courts borrow the most closely analogous state statute of limitations, which is the statute of limitations found in the U.C.C.). .Plaintiffs do not argue or propose equitable tolling may exist from promises to repair alone without detrimental reliance by plaintiffs. See, e.g., Colorado-Ute Elec. Ass'n, Inc. v. Envirotech Corp., 524 F.Supp. 1152, 1155-56 (D.Colo.1981). Such arguments are now waived. See Stephenson, 110 F.3d at 1306-07 n.3.

Furthermore, the Minnesota Supreme Court has noted the "so called 'repair theory' has not been afforded universal acceptance.” Hydra-Mac, Inc. v. Onan Corp., 450 N.W.2d 913, 919 n. 4 (Minn.1990) (emphasis added). Under Minnesota law, equitable tolling applies only with detrimental reliance. See Sohns v. Pederson, 354 N.W.2d 852, 855 (Minn.Ct.App.1984) ("Estoppel requires proof of three elements: 1) defendant made representations on which 2) plaintiff reasonably relied, and 3) plaintiff will be harmed if equitable estoppel is not invoked.'') (citation omitted). .

Oren brought the RV to Shorewood RV on a number of occasions between August 2003 and April 2004, and frequent repairs were attempted. We will assume, as the district court did, that the limitations period was tolled during at least some of this period of time. . In addition to the Lemon Law analysis, the Pfeiffer court states, "We agree with the respondent insofar as the Magnuson-Moss Warranty Act claim is concerned because, as with Minnesota’s Lemon Law, there is a requirement for return of the vehicle prerequisite to a remedy.” Id. at 80 (citing 15 U.S.C. § 2304(a)(4)) (emphasis added).

The parties and the district court seem to overlook this passage in Pfeiffer. Instead, the parties apparently agree, if we find plaintiffs' state law breach of warranty claims are viable, then plaintiffs’ Magnuson-Moss warranty claims are viable too. See supra note 4. Under 15 U.S.C. § 2304(b)(2), "a warrantor may require, as a condition to replacement of, or refund for, any consumer product under subsection (

a) of this section, that such consumer product shall be made available to the warrantor ...." (emphasis added). In isolation, this

section appears to require return of the vehicle. The Illinois Court of Appeals has held § 2304(b)(2) applies only to full warranties, not limited warranties like the one in this case. See Lara v. Hyundai Motor America, 331 Ill.App.3d 53, 264 Ill.Dec. 416, 770 N.E.2d 721, 727 (2002). See also 15 U.S.C. § 2303. Unlike a Lemon Law claim, the Magnuson-Moss Warranty Act further allows a plaintiff to recover damages, and refund or replacement is not the exclusive remedy. See 15 U.S.C. § 2310(d). Plaintiffs now are asking for damages under the Magnuson-Moss Warranty Act, not a refund.

Pfeiffer is incorrect that return of the vehicle is a prerequisite to all remedies under the Magnuson-Moss Warranty Act. . The district court reasoned Blue Bird was entitled to

summary judgment on plaintiffs’ revocation of acceptance claim because plaintiffs’ claim could not proceed solely against Blue Bird (the nonselling manufacturer) where plaintiffs failed to revoke acceptance against Shorewood RV (the immediate seller). As discussed above, genuine issues of material fact exist regarding whether plaintiffs effectively revoked acceptance against Shorewood RV.

We need not decide whether Blue Bird, as a nonselling manufacturer, can properly be the subject of plaintiffs' revocation of acceptance claim, because plaintiffs’ resale of the RV, without prior notice to Blue Bird, defeats plaintiffs' revocation of acceptance claim against Blue Bird. See Pro Service Automotive, L.L.C. v. Lenan Corp., 469 F.3d 1210, 1213 (8th Cir.2006) (“We may affirm the district court's grant of

summary judgment on any ground supported by the record.”). . Defendants apparently agree plaintiffs’ resale otherwise met the requirements that the resale be “made in good faith and in a commercially reasonable manner....” Minn.Stat. § 336.2-706(1). Thus, we need not address these requirements. .Defendants additionally propose plaintiffs, after July 2, 2004, no longer had a security interest in the RV because Shorewood RV possessed the RV. It is true Shorewood RV possessed the RV, but this is not the end of the analysis. Plaintiffs still controlled the RV, as far as Shorewood RV was concerned.

Shorewood RV continued to conduct repairs for plaintiffs and entered into a Consignment Agreement to resell the defective RV at plaintiffs’ direction and with plaintiffs' consent. See Minn.Stat. § 336.2-711(3) (declaring, upon rejection or revocation, "a buyer has a security interest in goods in the buyer’s ... control....”). Plaintiffs potentially maintained their security interest in the RV.