C&K Trucking, LLC v. Am. Global Logistics, LLC
| Decision Date | 04 November 2015 |
| Docket Number | Case No. 14-cv-298 |
| Court | U.S. District Court — Northern District of Illinois |
| Parties | C&K TRUCKING, LLC and C&K NUCO, LLC, Plaintiffs, v. AMERICAN GLOBAL LOGISTICS, LLC, and AMERICAN GLOBAL BROKERAGE SERVICES, LLC, Defendants. |
MEMORANDUM OPINION AND ORDER
Plaintiffs C&K Trucking, LLC ("CKT") and C&K NuCo, LLC ("NuCo") filed a Complaint against Defendants American Global Logistics, LLC ("AGL") and American Global Brokerage Services, LLC ("AGBS") for breach of contract, account, and unjust enrichment. On March 24, 2015, Defendants filed a motion for partial summary judgment of Plaintiffs' claim pursuant to Federal Rule of Civil Procedure Rule 56. For the reasons set forth below, the Motion is granted.
Local Rule 56.1(a)(3) requires the moving party to provide "a statement of material facts as to which the party contends there is no genuine issue for trial." Ammons v. Aramark Uniform Servs., 368 F.3d 809, 817 (7th Cir. 2004). Local Rule 56.1(b)(3) requires the nonmoving party to admit or deny every factual statement proffered by the moving party and to concisely designate any material facts that establish a genuine dispute for trial. See Schrott v. Bristol - Myers Squibb Co., 403 F.3d 940, 944 (7th Cir. 2005). Pursuant to Local Rule 56.1(b)(3)(C), the nonmovant may submit additional statements of material facts that "require the denial of summary judgment. Local Rule 56.1(b)(3)(C) further permits the nonmovant to submit a statement "of any additional facts that require the denial of summary judgment. . . ." To the extent that a response to a statement of material fact provides only extraneous or argumentative information, this response will not constitute a proper denial of the fact, and the fact is admitted. See Graziano v. Vill. of Oak Park, 401 F.Supp.2d 918, 936 (N.D. Ill. 2005). Similarly, to the extent that a statement of fact contains a legal conclusion or otherwise unsupported statement, including a fact that relies upon inadmissible hearsay, such a fact is disregarded. Eisenstadt v. Centel Corp., 113 F.3d 738, 742 (7th Cir. 1997).
The following facts are taken from the parties' statements of undisputed material facts submitted in accordance with Local Rule 56.1.
CKT and NuCo are limited liability companies with their principal places of business in Chicago Ridge, Illinois. (Dkt. 92 ¶¶ 1, 2.) The sole member of CKT and NuCo is C&K Holdings Acquisition, LLC, which is also an Illinois limited liability company. (Dkt. 92 ¶ 3.) C&K Holdings Acquisition, LLC has eight members: Michael Burton, Arthur Zimmerly IV, Joel Kendall, Kevin Shaughnessy, Steve Wolf, Robert Vladem, James Hardy, and Michael Bifulco. (Dkt. 92 ¶ 4.) Defendants are Georgia limited liability companies with their principal places of business in Atlanta, Georgia. (Dkt. 92 ¶¶ 5, 6.) CKT and NuCo are trucking and drayage1 companies. Defendants are freight brokers that place their clients' cargo with transport carriers, who transport the cargo in return for a fee. (Dkt. 76.) Defendants retained CKT and NuCo to perform transportation services. (Id.)
In the transactions at issue in this case, an operator from AGL or AGBS would contact CKT or NuCo about cargo needing transport. (Id.) If CKT or NuCo had not established a set rate for a particular route, AGL or AGBS would ask for a quote. If the operator placed the cargo with CKT or NuCo, AGL or AGBS would send Plaintiffs a delivery instruction. (Id.) Each delivery instruction stated that AGL or AGBS "WILL NOT BE RESPONSIBLE FOR ANY ADDITIONAL CHARGES WITHOUT PRIOR WRITTEN AUTHORIZATION." (Dkt. 92 ¶ 18.) After receiving Defendants' delivery instructions and transporting the cargo, CKT or NuCo would issue an invoice. (Dkt. 76.) The invoices issued by NuCo included the following language:
Should either party incur expense, including reasonable attorneys' fees and court costs, in enforcing any of the covenants arising out of their business dealings with each other, the prevailing party will recover all expenses so incurred. FAILURE TO PAY BILLED CHARGED MAY RESULT IN A LIEN ON FUTURE SHIPMENTS.
(Dkt. 92 ¶ 20.) The invoices issued by CKT did not contain the above language, or any other language pertaining to attorneys' fees or interest. (Dkt. 92 ¶ 21.)
Plaintiffs filed this claim based upon Defendants' alleged nonpayment of certain invoices for transportation services. Plaintiffs seek damages not only for the principal balance allegedly due under the invoices, which is uncontested, but also for interest and attorneys' fees.
Defendants argue that Plaintiffs' claims for interest and attorneys' fees are based upon boilerplate language found on invoices issued by NuCo, that these invoices are not contracts, and that the language was added unilaterally and is unenforceable. For the reasons set forth below, Defendants' Motion is granted.
Summary judgment should be granted where the "pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issues as to any material fact and that the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c). The moving party is responsible for informing the Court of what in the record or affidavits demonstrates the absence of a triable issue. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).
If the moving party meets its burden, the nonmoving party must go beyond the face of the pleadings, affidavits, depositions, answers to interrogatories, and admissions on file to demonstrate, through specific evidence, that there is still a genuine issue of material fact. Celotex, 477 U.S. at 322 - 27; Anderson, 477 U.S. at 254 - 56; Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 - 87 (1986) (Matsushita). "The mere existence of a scintilla of evidence in support of the [nonmovant's] position will be insufficient; there must be evidence on which the jury could reasonably find" for the nonmovant. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986) (Anderson).
Disputed facts are material when they might affect the outcome of the suit. First Ind. Bank v. Baker, 957 F.2d 506, 507-08 (7th Cir. 1992). When reviewing a motion for summary judgment, a court must view all inferences to be drawn from the facts in the light most favorable to the nonmoving party. Anderson, 411 U.S. at 247 - 48; Popovits v. Circuit City Stores, Inc., 185 F.3d 726, 731 (7th Cir. 1999). However, a metaphysical doubt will not suffice. Matsushita, 475 U.S. at 586. If the evidence is merely colorable or is not significantly probative or is no more than a scintilla, summary judgment may be granted. Anderson, 411 U.S. at 249 - 250.
As a preliminary matter, it is undisputed that the invoices issued by CKT did not contain an attorney fee provision. Whether or not the invoices constitute a contract between the parties, a provision that does not exist cannot be enforced. Thus, Defendants' Motion is granted with regards to CKT's claims for attorneys' fees and interest.
Defendants' Motion with regards to NuCo's claims for attorney's fees and interest turns on whether the invoices at issue are considered contracts between the parties and whether the language regarding attorneys' fees is enforceable. To establish the formation of a valid and enforceable contract under Illinois law2, a plaintiff must prove that there was an "offer, acceptance and existence of valuable consideration," and the contract's essential terms must be definite and certain. Jada Toys, Inc. v. Chicago Imp., Inc., No. 07 C 699, 2009 WL 3055370, at *6 (N.D. Ill. Sept. 18, 2009); Gallagher Corp. v. Russ, 721 N.E.2d 605, 611 (Ill.App. 1st Dist. 1999).
Defendants argue that the language at issue is unenforceable because they did not accept the attorney fee provisions in the relevant invoices. Plaintiffs attempt to establish that the connection between Defendants and another company, Expedited Freightways, LLC ("Expedited"), is evidence that Defendants knew of the boilerplate language at issue or accepted it. While Expedited is a separate entity, Plaintiffs argue that Expedited entered into an asset purchase agreement with CKT and NuCo, through which NuCo purchased certain assets, including customer lists, contracts, and office equipment. Among the assets purchased by NuCowas an invoice template that is the same invoice template at issue in this Motion. Plaintiffs contend that NuCo continued to use the template previously used in Expedited's dealings with AGL and that this demonstrates AGL's awareness and acceptance of the language at issue. Expedited is a separate entity and not a party to this litigation. Its acceptance and knowledge of the attorney fee provisions cannot be imputed to AGL. Any proof offered by Plaintiffs regarding the relationship between Expedited and Defendants is irrelevant to whether there is a valid contract between Defendants and NuCo such that the attorney fee provision is enforceable.
Defendants cite to Purac for Benefit of Firemen's Fund Ins. Co. v. Trafpak Servs., Ltd., 694 F. Supp. 476, 477 (N.D. Ill. 1988), to support its argument that boilerplate language did not bind a party to its terms without mutual assent, regardless of whether that party had previously seen invoices with that language. The court in Purac found that the plaintiff could not have negotiated the terms of the relevant provision because the location of the pertinent language was so "obscure." Unlike the provision at issue here, the relevant language in Purac was not contained within the invoice itself but in a clause within an entirely separate document setting out the defendant's standard trading conditions.
Defendants argue that its delivery instructions state that they would not be responsible for additional charges without written authorization and that the issuance of these instructions prior to the issuance of the invoices indicate that there was no mutual assent. Plaintiffs argue...
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