Celadon Trucking Servs., Inc. v. Wilmoth
| Decision Date | 07 February 2017 |
| Docket Number | Court of Appeals Case No. 49A04-1512-PL-2104 |
| Citation | 70 N.E.3d 833 |
| Parties | CELADON TRUCKING SERVICES, INC., Appellant-Defendant, v. Charles WILMOTH and Kent Vassey, on behalf of themselves and all others similarly situated, Appellees-Plaintiffs. |
| Court | Indiana Appellate Court |
Attorneys for Appellant : Gregory M. Feary, Braden K. Core, Christopher J. Eckhart, E. Ashley Paynter, Scopelitis Garvin Light Hanson & Feary, P.C., Indianapolis, Indiana.
Attorneys for Appellees : Irwin B. Levin, Richard E. Shevitz, Vess A. Miller, Lynn A. Toops, Cohen & Malad, LLP, Indianapolis, Indiana.
[1] Celadon Trucking Services, Inc. ("Celadon") appeals the trial court's judgment in favor of Charles Wilmoth, Kent Vassey, and a class of similarly-situated individuals ("the Class") in the amount of $3,302,923.60 plus pre- and post-judgment interest. We affirm.
[2] The restated issues before us are:
[3] Celadon is a nationwide transportation company headquartered in Indianapolis that provides trucking services to its customers. Celadon both directly employs company drivers, who drive company-owned trucks, and independent contractors, who drive their own trucks. The Class members are independent contractor-truck owners-drivers. Employee drivers are not responsible for expenses, such as fuel, incurred during the course of employment and must refuel at locations Celadon designates. Independent contractors, such as the Class members, are responsible for such expenses, including fuel costs, but are paid significantly more per mile than employee drivers.1
[4] To pay for fuel while on a job, employee drivers were given a "Comdata" card, which functions like a consumer credit or debit card. App. p. 33. Additionally, Celadon required its employee drivers to refuel at Pilot Flying J truck stops whenever possible, in return for Pilot Flying J offering a substantial fuel cost discount to Celadon. Whenever a Comdata card was swiped at a Pilot Flying J fuel pump, the displayed price per gallon automatically would be reduced from the posted "credit" price to the "cash" price, which typically is about six cents per gallon less than the "credit" price. However, Celadon actually paid Pilot Flying J less than the displayed "cash" price for transactions using the Comdata card. The discounted price Pilot Flying J charged Celadon generally was equivalent to Pilot Flying J's cost minus eight cents per gallon.2 Pilot Flying J would send separate invoices to Celadon for fuel purchases made using Comdata cards, which Celadon then paid at the discounted price.
[5] Celadon also provided Comdata cards to its independent contractors. When an independent contractor would use a Comdata card at a Pilot Flying J, as with employee drivers, the displayed price per gallon was reduced from the "credit" to the "cash" price. Celadon then would deduct the amount of Comdata fuel purchases from an independent contractor's total compensation before paying them, using a calculation based on the fuel's "cash" pump price. This amount also was reflected on fuel receipts from Pilot Flying J to the drivers.3 However, as with employees, Celadon actually paid Pilot Flying J much less than the "cash" price for these Comdata purchases. Celadon paid Pilot Flying J the same discounted cost-less-eight-cents per gallon, and Celadon retained the difference when deducting the higher pump price from an independent contractor's compensation. Additionally, independent contractors could choose to use the Comdata card at locations other than Pilot Flying J, though Celadon imposed a higher fee for doing so—$7.50 versus $3.00 per transaction—thus making it financially more attractive for the drivers to refuel at Pilot Flying Js.
[6] The standard contract between Celadon and the Class members contained the following provision regarding compensation:
Id. at 44. Section 9.02(c) of the contract stated that the contractors had "sole and complete responsibility for ... [p]aying all operating costs and expenses incidental to the operation of the Equipment including, but not limited to fuel...." Id. at 46. Finally, a "Contractor Miscellaneous Fees Addendum" provided in part:
Id. at 59. Comdata cards and their use were not explicitly governed or mentioned anywhere in the standard independent contractor trucking contracts.
[7] Wilmoth and Vassey signed their contracts with Celadon after speaking with a Celadon representative, Phil Harris. Before signing the contracts, Harris told Wilmoth and Vassey that they would get the same discounts Celadon enjoyed on fuel purchases. Wilmoth and Vassey later discovered that, in fact, Celadon received a greater discount on fuel purchases at Pilot Flying Js than Celadon was reflecting in their compensation.
[8] On October 1, 2013, Wilmoth and Vassey filed a complaint against Celadon and requested that it be certified as a class action lawsuit. The complaint sought to recover the difference between the amount Celadon deducted from independent contractors' compensation for fuel charges at Pilot Flying J's and the lower amount Celadon actually paid Pilot Flying J for that fuel. The complaint had two counts: one for breach of contract, and a second for unjust enrichment. Celadon filed an answer that contained individual counterclaims against Wilmoth and Vassey for alleged breaches of contract unrelated to the fuel purchasing issue, as well as a counterclaim request for attorney fees. Celadon moved for judgment on the pleadings against Wilmoth and Vassey's claims, based on the content of the pleadings and the language of the standard contract at issue. The trial court denied this motion. It subsequently granted Wilmoth and Vassey's request for class certification, defining the class as any person or entity who entered into an independent contractor agreement with Celadon between October 1, 2013, and January 31, 2014, and "whose compensation was withheld or charged back in some amount by Celadon for diesel fuel purchased at a Pilot Flying J truck stop with a Comdata card issued by Celadon." Id. at 212. The trial court noted that, based on discovery responses, the Class may contain up to 2,495 members.
[9] In October 2014, the parties filed cross-motions for summary judgment. The Class sought summary judgment in its favor on its breach of contract claim and against all of Celadon's counterclaims. Celadon sought summary judgment against both the breach of contract and unjust enrichment counts of the Class's complaint. In one order, the trial court granted summary judgment in the Class's favor on all of Celadon's counterclaims; Celadon does not challenge that ruling. In a separate order, the trial court granted summary judgment in the Class's favor on its breach of contract claim and denied Celadon's summary judgment motion as to both claims of the complaint. The trial court found that the Class's damages totaled $3,805,836 and that it was entitled to pre-judgment interest as well. The trial court subsequently entered a Trial Rule 54(B) final judgment order, but reduced the principal judgment amount to $3,302,923.60, plus pre- and post-judgment interest. Celadon now appeals.
[10] On appeal, Celadon challenges both the denial of its motion for judgment on the pleadings and the granting of summary judgment in favor of the Class. We first note general principles of contract interpretation applicable to both motions. "The goal of contract interpretation is to determine the intent of the parties when they made the agreement." Tender Loving Care Mgmt., Inc. v. Sherls , 14 N.E.3d 67, 72 (Ind. Ct. App. 2014). This court must examine the plain language of the contract, read it in context and, whenever possible, construe it so as to render every word, phrase, and term meaningful, unambiguous, and harmonious with the whole. Id. Construction of the terms of a written contract generally is a pure question of law. Id. If, however, a contract is ambiguous, the parties may introduce extrinsic evidence of its meaning, and the interpretation becomes a question of fact. Broadbent v. Fifth Third Bank , 59 N.E.3d 305, 311 (Ind. Ct. App. 2016), trans. denied . "A word or phrase is ambiguous if reasonable people could differ as to its meaning." Id. A term is not ambiguous solely because the parties disagree about its meaning. Id.
[11] If contract language is unambiguous, this court may not look to extrinsic evidence to expand, vary, or explain the instrument...
To continue reading
Request your trial
-
USA Gymnastics v. Ace Am. Ins. Co. (In re USA Gymnastics)
...contract is a question of law. Grun v. Pneumo Abex Corp. , 163 F.3d 411, 419-20 (7th Cir. 1998) ; Celadon Trucking Services, Inc. v. Wilmoth , 70 N.E.3d 833, 842 (Ind. Ct. App. 2017) ; Von Hor v. Doe , 867 N.E.2d 276, 278 (Ind. Ct. App. 2007).III. GOVERNING LAW AND THE POLICIESA. INTERPRETA......
-
Atl. Specialty Ins. Co. v. Anthem, Inc.
...contract interpretation is to determine the intent of the parties when they made the agreement." Celadon Trucking Servs, Inc. v. Wilmoth, 70 N.E.3d 833, 839 (Ind. Ct. App. 2017). This court must examine the plain language of the contract, read it in context and, whenever possible, construe ......
-
Ebert v. Ill. Cas. Co.
...of contract interpretation is to determine the intent of the parties when they made the agreement.’ " Celadon Trucking Servs., Inc. v. Wilmoth , 70 N.E.3d 833, 839 (Ind. Ct. App. 2017) (quoting Tender Loving Care Mgmt., Inc. v. Sherls , 14 N.E.3d 67, 72 (Ind. Ct. App. 2014) ), trans. denied......
-
Travelers Prop. Cas. Co. of Am., Co. v. Arcelormittal U.S. Inc.
...to determine and give effect to the intent of the parties when they entered into the contract." Celadon Trucking Services, Inc. v. Wilmoth , 70 N.E.3d 833, 839 (Ind. Ct. App. 2017). "An ambiguous contract should be construed against the party who furnished and drafted the agreement." Id. ¶ ......