Chavis Van & Storage of Myrtle Beach, Inc. v. United Van Lines, LLC

• Decision Date: 27 April 2015
• Docket Number: No. 14–1749.,14–1749.
• Citation: 784 F.3d 1183
• Parties: CHAVIS VAN & STORAGE OF MYRTLE BEACH, INC., Plaintiff–Appellant Bruton Properties, LLC, Plaintiff v. UNITED VAN LINES, LLC; Transportation Services Group, Inc.; UniGroup, Inc., Defendants–Appellees.
• Court: U.S. Court of Appeals — Eighth Circuit

784 F.3d 1183

CHAVIS VAN & STORAGE OF MYRTLE BEACH, INC., Plaintiff–Appellant
Bruton Properties, LLC, Plaintiff
v.
UNITED VAN LINES, LLC; Transportation Services Group, Inc.; UniGroup, Inc., Defendants–Appellees.

No. 14–1749.

United States Court of Appeals, Eighth Circuit.

Submitted: Jan. 14, 2015.
Filed: April 27, 2015.
Rehearing Denied June 9, 2015.

784 F.3d 1185

Todd H. Bartels, argued, Saint Joseph, MO, (William E. Quirk, Jon R. Dedon, Kansas City, MO, Sharon Kennedy, Saint Joseph, MO, on the brief), for Plaintiff–Appellant.

Michael Joseph Morris, argued (Sharon Rosenberg, Brian Lamping, on the brief), Saint Louis, MO, for Defendants–Appellees.

Before SMITH, BENTON, and SHEPHERD, Circuit Judges.

Opinion

SMITH, Circuit Judge.

Chavis Van & Storage of Myrtle Beach, Inc. (“Chavis”) appeals from the district court's¹ adverse grant of summary judgment on its breach-of-contract claim against United Van Lines, LLC.; Transportation Services Group, Inc.; and UniGroup, Inc. (collectively, “United”). Chavis also appeals the district court's denial of its motion to compel certain discovery requests. After reviewing the record de novo, we hold that the district court properly granted summary judgment to United. We also hold that the district court did not abuse its discretion in denying the motion to compel. Accordingly, we affirm.

I. Background

United operates a nationwide household goods moving network with over 400 independently owned and operated agents, each of which has entered into a separate agency agreement with United. Since 1993, Chavis has been a full-service United agent. The parties' relationship is governed by an Agency Agreement dated September 10, 2007. The Agency Agreement identifies Chavis as the “Agent” and United as the “Carrier.” United, as “the Carrier ... appoint [ed] [Chavis,] the Agent[,] ... as its non-exclusive agent solely for the purposes” delineated in the agreement, subject to the terms and conditions set forth in the agreement. The Agency Agreement requires Chavis to comply with all carrier policies, defined as

such rules, regulations, procedures, and directives issued by the Carrier [United] or directives and decisions of the Carrier's [United's] Board of Directors, whether now existing or as may be issued or amended from time to time during the term of this Agreement, all of which are or shall be adopted and incorporated herein by reference.

Section 3 of the Agency Agreement outlines “[t]he duties of the Agent [Chavis],”² which provides in relevant part:

P. To appoint an origin or destination agent when the Agent [Chavis] is at a point other than point of origin or destination and the Agent [Chavis] is not prepared to perform the necessary origin Transportation Services ... for a shipper; and the Agent [Chavis] agrees the Carrier [United] will divide the appropriate compensation in accordance with Carrier Policies.

Q. To appoint an agent of the Carrier [United] as origin agent when the Agent [Chavis] secures an order involving a Shipment originating from the warehouse of an agent of the Carrier [United]; and the Agent [Chavis] agrees the Carrier [United] will divide the booking compensation in accordance with Carrier Policies.

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In turn, United's duties, as the Carrier, includes, among other things,

compensat[ing] the Agent [Chavis] for Transportation Services rendered in accordance with Carrier Policies and the Pooling Plan, including paying to the Agent a commission on Shipments booked by the Agent [Chavis] or upon Shipments concerning which the Agent [Chavis] has performed Transportation Services, which are accepted and served by the Carrier [United] at rates established by Carrier Policies.

The Agency Agreement provides that Missouri law governs the agreement and concludes as follows:

R. This is the entire Agreement between the Carrier and the Agent and supercedes all previous agreements between the parties. No change in this Agreement shall be valid unless made in writing and signed by both parties. No failure to require strict performance or to exercise any right or remedy hereunder will preclude requiring strict performance or exercising any right or remedy in the future. Any notice required to be given by one party to the other will be effective hereunder when and only when placed in writing and delivered personally or deposited in the United States mail, certified, postage prepaid to the appropriate party.

Chavis filed suit against United for, among other things,³ breach of contract, alleging that United breached the Agency Agreement by unilaterally changing the roles that United agents play in servicing shipments. Specifically, Chavis alleged that United breached the Agency Agreement and longstanding policies incorporated into it by not assigning Chavis to certain roles in the chain of interstate shipments. According to Chavis, it should have been assigned the roles of origin agent and destination agent (1) based on its status as the “local” or “authorized” agent in the case of non-military shipments, i.e., its status as the agent closest to the original or destination address, and (2) based on its designation as the United agent “authorized” to service Shaw Air Force Base (“Shaw AFB”) in South Carolina in the case of military shipments. Chavis alleged that these policies were initially contained in an Agency Manual provided to all United agents and in other written policies and documents.

United moved for summary judgment on the breach-of-contract claim, arguing that (1) the Agency Agreement did not incorporate the Agency Manual, and (2) the Agency Manual did not mandate or prohibit any conduct by United in any event. United attached a September 3, 1996 bulletin in support of summary judgment, which notified its carriers that “[t]he United Van Lines Agency Reference Manual (ARM) ... replaces the former hard-copy Agency Manual.” The district court found that the Agency Agreement “plainly provides that Chavis is a ‘non-exclusive’ agent and is not entitled to act as the sole agent servicing Shaw AFB as a mater of law.” The district court also agreed with United that the Agency Manual was not part of the parties' contract based on the “undisputed fact that any hard copy policies pre-dating the bulletin date of September 3, 1996 were replaced by the online agency manual.” Nevertheless, the court ordered Chavis to file a supplemental brief to

784 F.3d 1187

“identify specific carrier policies currently in existence that are allegedly being breached by United” based on Chavis's allegation that “United is violating current, existing policies and not just policies contained in the old written policy manual that has now been replaced.”

In its supplemental briefing, Chavis argued that “[i]t is United's current existing policy that the authorized agent in a market is to be appointed as origin and destination agent.” In support of this argument, Chavis relied on (1) three sections from “United Van Lines, LLC Policies, May 2005” (“2005 Policies”); (2) ¶¶ 3P and 3Q of the Agency Agreement; and (3) a 2009 resolution adopted (and subsequently rescinded) by the Board of Directors of UniGroup (“2009 Rescinded Resolution”).

Chavis also argued that “[f]or military shipments the United agent to be appointed as origin or destination agent is the local United agent authorized for that military installation.” In support of this argument, Chavis relied on (1) three sections from the 2005 Policies; (2) United “Government 01–07” Bulletin issued on March 14, 2007 (“Government Bulletin”); (3) The Wire: Important News for Mayflower and United Agents, dated April 24, 2009 (“Newsletter”); and (4) United's Military Directory listing Chavis as the “Qualified Agent” for “Shaw AFB, SC” (“Military Directory”).

After reviewing all of the cited documents, the district court granted summary judgment in United's favor. As to non-military shipments, the court concluded that “[e]ven if [the cited documents] were actual carrier policies, they do not give Chavis any rights to serve as exclusive origin and destination agent.”

“To the extent Chavis continue[d] to assert that it is entitled to be the exclusive agent for military shipments to and from Shaw AFB,” the court reiterated its prior “rul[ing] that this claim is precluded as a matter of law by the unambiguous language of the agency agreement.” Additionally, it found that “the alleged carrier policies cited by Chavis in its supplemental brief do not support this contention or change [the court's] decision that any breach [-]of-[-]contract claim premised on this argument fails.”

Finally, the court found the Agency Agreement “unambiguous” and noted its inclusion of an integration clause. As a result, the court determined that “the terms of the parties' agreement cannot b[e] varied by extrinsic evidence.”

II. Discussion

On appeal, Chavis argues that the district court erroneously granted summary judgment to United because a genuine issue of material fact exists as to whether United breached its own policies. According to Chavis, United's longstanding policies, incorporated by reference into...