Amsted Rail Co. v. City of Bessemer
| Decision Date | 29 April 2020 |
| Docket Number | Case No. 2:19-cv-00629-JEO |
| Parties | AMSTED RAIL COMPANY, INC, et al. Plaintiffs/Counter Defendants, v. CITY OF BESSEMER, ALABAMA, Defendant/Counter Claimant. |
| Court | U.S. District Court — Northern District of Alabama |
Plaintiffs/Counter Defendants Amsted Rail Company, Inc. and Griffin Wheel Company, Inc. (collectively "Amsted") bring this breach of contract action against Defendant/Counterclaimant the City of Bessemer ("the City"), alleging that the City has breached its obligation under a Project Agreement requiring it, among other things, to pay tax rebates due and owing Amsted for the 2017 and 2018 tax years. (Doc. 1 ("Compl.")).1 Amsted also seeks a declaratory judgment finding the City in breach of the agreement and requiring it to pay the tax rebates due to Amsted throughthe 2021 tax year. (Id. at 7-9). The City filed an answer and counterclaim against Amsted. (Doc. 11). The counterclaim seeks a declaration that the Project Agreement is null and void and asks the court to order Amsted to return the tax rebates paid by the City from 2014 through 2016 and declare the City is not obligated to make any tax rebates from 2017 through 2021. (Doc. 40).
Now before the court2 are three motions. The first is Amsted's motion for summary judgment on its claims and on the City's counterclaim. (Doc. 23). The second is the City's motion for summary judgment on its counterclaim. (Doc. 28). Those motions have been fully briefed, (docs. 24, 29, 35, 42), and are ripe for decision. The third motion is Amsted's motion to strike. (Doc. 34). It too is fully briefed, (docs. 34, 41), and ripe for decision. The court begins with the motion to strike and then moves to the cross motions for summary judgment.
"A district court has broad discretion in determining the admissibility of evidence" on a motion for summary judgment. Hetherington v. Wal-Mart, Inc., 511 F. App'x 909, 911 (11th Cir. 2013).3 The nonmoving party is not required to "produce evidence in a form that would be admissible at trial in order to avoidsummary judgment." Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986). The Eleventh Circuit has "read this statement as simply allowing otherwise admissible evidence to be submitted in inadmissible form at the summary judgment stage, though at trial it must be submitted in admissible form." McMillian v. Johnson, 88 F.3d 1573, 1584 (11th Cir. 1996) (citing Offshore Aviation v. Transcon Lines, Inc., 831 F.2d 1013, 1017 (11th Cir. 1987)) (emphasis omitted).
Amsted moves to strike two affidavits submitted by the City in support of its motion for summary judgment on its counterclaim and in opposition to Amsted's motion for summary judgment. (Doc. 34). Specifically, Amsted moves to strike the affidavits of Forrest Davis4 and Wanda D. Taylor.5 Amsted contends the court should strike Davis's affidavit for the following reasons: (1) "it is chock full of hearsay statements6 . . . for which no foundation of admissibility has been laid"; (2) there is "no affirmative representation that his affidavit is based on personal knowledge of the subject events"; (3) "the parol evidence rule[] bars the admission of the extrinsic evidence contained within the Davis affidavit and attached documents because the Project Agreement contains a merger clause." (Id. at 3 (footnote omitted)). As for Taylor's affidavit, Amsted contends it is inadmissiblebecause the testimony does not establish that it is based on personal knowledge. (Id. at 4-5). Amsted specifically points to Taylor's LinkedIn biography which apparently indicates that she was not the City Clerk at the time of the events in question. (Id.). Amsted also asserts that the affidavit does not verify the steps taken or documents reviewed in verifying the statements made by Taylor. (Id. at 5).
In response, the City supplemented both affidavits with additional affidavits where both Davis and Taylor state that their original affidavits are based on personal knowledge. (Doc. 41; Doc 41-1 ("Taylor Aff. II") at 1-2; Doc. 41-2 ("Davis Aff. II") at 1). Additionally, Davis' second affidavit attaches the documents he reviewed and used to prepare his first affidavit. (Doc. 41 at 3; Davis Aff. II). As for Taylor, her second affidavit clarifies that she has been continuously employed in the City Clerk's office since April 2002 and one of her job duties throughout her employment has been to place legal notices and legal advertisements in newspapers on behalf of the City. (Doc. 41; Taylor Aff. II at 2).
Although given the opportunity to do so, (see doc. 36), Amsted did not file a reply to the City's response. The City's response fully alleviates all of the concerns raised by the motion to strike with regard to both affidavits. While it is true thatsome of the statements contained in the Davis affidavit are hearsay, they can all be reduced to an admissible form.7 As such, the motion to strike is DENIED.
Under Federal Rule of Civil Procedure 56(c), summary judgment is proper "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Celotex Corp., 477 U.S. at 322. The party asking for summary judgment always bears the initial responsibility of informing the court of the basis for its motion and identifying those portions of the pleadings or filings which it believes demonstrate the absence of a genuine issue of material fact. Id. at 323. Once the moving party has met its burden, Rule 56(e) requires the non-moving party to go beyond the pleadings and by his own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing there is a genuine issue for trial. See id. at 324.
The substantive law identifies which facts are material and which are irrelevant. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). All reasonable doubts about the facts and all justifiable inferences are resolved in favorof the non-movant. See Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir. 1993). A dispute is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson, 477 U.S. at 248. If the evidence is merely colorable, or is not significantly probative, summary judgment may be granted. See id. at 249.
The applicable Rule 56 standard is not affected by the filing of cross-motions for summary judgment. See, e.g., Am. Bankers Ins. Group v. United States, 408 F.3d 1328, 1331 (11th Cir. 2005); Gerling Global Reins. Corp. of Am. v. Gallagher, 267 F.3d 1228, 1233 (11th Cir. 2001). "Cross-motions . . . will not, in themselves, warrant the court in granting summary judgment unless one of the parties is entitled to judgment as a matter of law on facts that are not genuinely disputed. . . ." United States v. Oakley, 744 F.2d 1553, 1555 (11th Cir. 1984) (citation omitted). "When both parties move for summary judgment, the court must evaluate each motion on its own merits, resolving all reasonable inferences against the party whose motion is under consideration." Muzzy Prods., Corp. v. Sullivan Indus., Inc., 194 F. Supp. 2d 1360, 1378 (N.D. Ga. 2002).
Amsted owns a railcar wheel facility located at 2100 Griffin Wheel Drive in the City8 in a portion of unincorporated Jefferson County, Alabama. (Doc. 24-3("Project Agreement") at 2). In June 2010, Amsted approached representatives from the Birmingham Business Alliance, the Alabama Development Office and the Bessemer Economic and Community Development Office, as well as the Bessemer mayor to discuss resuming manufacturing activities with at the facility9 and the possibility of obtaining a tax abatement of all state and local noneducational property taxes, as well as other taxes. (Doc. 27-2 ("Davis Aff. I") ¶ 1). Negotiations between Amsted and the City began in October 2010.10 (Id. ¶¶ 3-6).
In December 2010, Amsted approached Jefferson County and other entities about resuming manufacturing activities at the facility. (Doc. 24-1 ("Noel Decl.") ¶ 3). On December 14, 2010, the Jefferson County Commission approved more than $1 million in property tax abatements over 10 years and $848,750.00 in sales and use breaks, in exchange for Amsted's agreement to reopen the facility. (Compl. ¶ 9; Doc. 40 ("Answer") ¶ 9).
On May 26, 2011, Amsted paid a business license fee of $160 to the City pursuant to Section 22-25 of the City's business license code, which afforded thefacility police and fire protection even though it was outside the City limits. (Doc. 27-4 ("Young Aff.") ¶ 1). A few months later, however, in August 2011, the Bessemer City Council repealed Section 22-25, resulting in the facility no longer being eligible for fire and police protection from the City. (Doc. 27-3 ("Taylor Aff.") ¶ 1). As a result, Amsted and the City discussed the possibility of annexing the real property where the facility is located, as well as continuing the negotiations regarding the possibility of ad valorem tax abatements under the Tax Incentive Reform Act of 1992. (Doc. 40 ("Amended Counterclaim") ¶ 14). During these negotiations, the City reminded Amsted, at its request, that the business license fee was $150.00 plus 25 cents per thousand gross receipt from sales at the facility from the preceding year. (Doc. 27-5 at 17-18).
Amsted and the City continued negotiations for some time. By December 2012, however, Amsted had purchased substantially all the personal property for which ad valorem tax abatements were requested from the City and already placed them in service. (Id. ¶ 15). As such, the personal property was ineligible for ad valorem tax abatements pursuant to the Tax Incentive Reform Act. (Id.). The parties, therefore, switched courses and began to look into an agreement for ad valorem...
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