Charles Brooks Co. v. Georgia-Pacific, LLC, No. 07-3938.
Court | United States Courts of Appeals. United States Court of Appeals (8th Circuit) |
Writing for the Court | Riley |
Citation | 552 F.3d 718 |
Parties | CHARLES BROOKS CO.; Mr. "B" Logging Company, Inc.; Charles Brooks, Individually, Appellants/Cross-Appellees, v. GEORGIA-PACIFIC, LLC, Appellee/Cross-Appellant. |
Docket Number | No. 08-1026.,No. 07-3938. |
Decision Date | 14 January 2009 |
v.
GEORGIA-PACIFIC, LLC, Appellee/Cross-Appellant.
[552 F.3d 719]
Breean Walas, argued, Russell Marlin, on the brief, Little Rock, AR, for appellants/cross-appellees.
Floyd M. Thomas, Jr., argued, Matthew J. Shepherd, on the brief, El Dorado, AR, for appellee/cross-appellant.
Before RILEY, BRIGHT, and MELLOY, Circuit Judges.
RILEY, Circuit Judge.
Charles Brooks Co., Mr. "B" Logging Company, Inc. (Mr. "B" Logging), and Charles Brooks (Brooks), individually, (collectively, appellants) brought various contract and tort claims against Georgia-Pacific, LLC (Georgia-Pacific), arising out of appellants' independent contractor relationship with Georgia-Pacific. The district
court1 dismissed the corporations' claims for lack of capacity and dismissed Mr. Brooks's individual claims for lack of standing. Appellants appeal the dismissals and also the district court's grant of summary judgment to Georgia-Pacific on appellants' unjust and equitable restitution claims.2 We affirm.
I. BACKGROUND
Brooks began working in the Arkansas logging industry in 1946. Brooks became an independent contractor for Georgia-Pacific in 1962 after Georgia-Pacific acquired a mill in Crossett, Arkansas, and he continued to contract with Georgia-Pacific until he retired in 2002. Brooks formed Charles Brooks Co. in 1964, and thereafter operated in corporate form. Brooks formed Mr. "B" Logging in 1995, which merged into Charles Brooks Co. on September 28, 2000.
Appellants allege Georgia-Pacific initiated a new logging system in 1995 continuing into 1996, and as part of the new logging system, Georgia-Pacific made mandatory equipment requirements of its contractors. Appellants contend Georgia-Pacific advised appellants that the contractors who did not comply with the equipment requirements would no longer receive Georgia-Pacific contracts. Appellants further allege, in exchange for acquiring the new, expensive equipment, Georgia-Pacific promised appellants longterm wood production operations.
Appellants purchased the new equipment in approximately 1997 and continued to contract with Georgia-Pacific. Appellants claim Georgia-Pacific continued to contract with noncomplying contractors. Appellants argue Georgia-Pacific reduced appellants' quotas to such an extent that appellants were unable to pay down the equipment loans and to pay normal operating expenses. At the same time, appellants insist Georgia-Pacific repeatedly assured them there would be enough work for appellants to pay off the new equipment.
The record shows Charles Brooks Co. and Georgia-Pacific entered into written contracts with one dated December 30, 1996, and another dated January 1, 2000. The contracts each provide: "Contractor recognizes and acknowledges that [Georgia-Pacific] is not obligated to supply Contractor with any minimum amount of services to be provided and that there is absolutely no guarantee as to the amount of work to be performed." Each contract also conspicuously states:
The terms and provisions of this Contract, along with exhibits and individual purchase orders, constitute the entire agreement between the parties and supersede all representations or previous communications, negotiations, proposals, representations, conditions, promises, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. Contractor expressly acknowledges and agrees that [Georgia-Pacific] has not made any representations or promises which are not contained in this agreement and Contractor
has not relied on any such representations or promises in entering into this Contract. This Contract may not be enlarged, modified, or altered, except in writing, signed by duly authorized representatives of the parties.
In April 2002, Brooks terminated his relationship with Georgia-Pacific and retired from the logging business due to financial hardship. Appellants were able to return some of the new logging equipment to the seller, and the remaining equipment was sold at a dispersal sale. The proceeds of the sale were insufficient to eliminate appellants' debt.
On August 14, 2002, appellants filed an action against Georgia-Pacific in the Circuit Court of Ashley County, Arkansas, asserting various contract and tort claims. Georgia-Pacific removed the action to the United States District Court for the Western District of Arkansas on September 11, 2002. In the meantime, the Arkansas Secretary of State revoked the corporate charter of Charles Brooks Co. on December 31, 2002, for nonpayment of franchise taxes. The district court dismissed the action without prejudice on June 7, 2005, after appellants moved for a voluntary non-suit.
Appellants refiled their complaint on June 6, 2006. On March 7, 2007, Georgia-Pacific moved for summary judgment on all claims. The district court granted in part, and denied in part, Georgia-Pacific's motion. On May 1, 2007, Georgia-Pacific moved to dismiss (1) the remaining claims of Charles Brooks Co. and Mr. "B" Logging for lack of capacity; and (2) the remaining individual claims of Brooks for lack of standing. On May 14, 2007, the district court granted the motion to dismiss with respect to the claims of Charles Brooks Co. and Mr. "B" Logging, and denied the motion to dismiss with respect to the individual claims of Brooks. On November 2, 2007, Georgia-Pacific filed a renewed motion to dismiss Brooks's individual claims, which the district court granted on November 30, 2007.
II. DISCUSSION
A. Standard of Review
"This court reviews de...
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...“maintain” and that the statute was intended to be simply coercive and not punitive).19 See Charles Brooks, Co v. Georgia–Pacific, LLC, 552 F.3d 718, 721–22 & n. 2 (8th Cir.2009) ; First Union Nat. Bank v. Pictet Overseas Trust Corp., LTD., 351 F.3d 810, 815 (8th Cir.2003) ; Iowa–Mo Ent......
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...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell 's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear th......
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United States v. Lewis, No. 13–3173.
...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear tha......
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United States v. Lewis, No. 13–3173.
...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear tha......
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Bakken Residential, LLC v. Cahoon Enters., LLC, Case No. 4:12-cv-146
...“maintain” and that the statute was intended to be simply coercive and not punitive).19 See Charles Brooks, Co v. Georgia–Pacific, LLC, 552 F.3d 718, 721–22 & n. 2 (8th Cir.2009) ; First Union Nat. Bank v. Pictet Overseas Trust Corp., LTD., 351 F.3d 810, 815 (8th Cir.2003) ; Iowa–Mo Enterpr......
-
United States v. Lewis, No. 13–3173.
...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell 's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear th......
-
United States v. Lewis, No. 13–3173.
...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear tha......
-
United States v. Lewis, No. 13–3173.
...sex offender is necessarily “required by [federal] law ... to notify the [departure district's] offender registry of his move,” Howell, 552 F.3d at 718, Lunsford did not dispute Howell's holding at least insofar as it found venue is proper in the departure jurisdiction where it is clear tha......