Cornerstone Sys., Inc. v. Prestress Servs. Indus. of Tenn., LLC

• Decision Date: 02 September 2016
• Docket Number: No. 2:15-cv-02255-JPM-cgc,2:15-cv-02255-JPM-cgc
• Parties: CORNERSTONE SYSTEMS, INC., Plaintiff, v. PRESTRESS SERVICES INDUSTRIES OF TENNESSEE, LLC, Defendant.
• Court: U.S. District Court — Western District of Tennessee

CORNERSTONE SYSTEMS, INC., Plaintiff, v. PRESTRESS SERVICES INDUSTRIES OF TENNESSEE, LLC, Defendant.

No. 2:15-cv-02255-JPM-cgc

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF TENNESSEE WESTERN DIVISION

September 2, 2016

ORDER GRANTING DEFENDANT'S MOTION FOR SUMMARY JUDGMENT

Before the Court is Defendant Prestress Services Industries of Tennessee, LLC's Motion for Summary Judgment, filed on May 19, 2016. (ECF No. 36.) For the following reasons, the Court GRANTS the Motion.

I. PROCEDURAL BACKGROUND

On March 16, 2015, Plaintiff Cornerstone Systems, Inc. ("Cornerstone" or "Plaintiff") filed a Complaint in the Chancery Court of Shelby County, Tennessee. (Compl., ECF No. 1-1.) Defendant Prestress Services Industries of Tennessee, LLC ("Prestress" or "Defendant") was served with the Complaint on March 20, 2015 (see ECF No. 1-2) and filed a notice of removal to the U.S. District Court for the Western District of Tennessee on April 17, 2015 (ECF No. 1). Defendant filed its Answer on April 24, 2015. (ECF No. 7.)

On January 5, 2016, Defendant filed a Motion to Transfer Venue to the Northern District of Mississippi. (ECF No. 16.) Plaintiff responded in opposition on January 19, 2016. (ECF No. 17.) On June 7, 2016, Judge Samuel H. Mays, Jr. ordered Defendant to submit evidence of the parties' citizenship for jurisdictional purposes. (ECF No. 37.) Defendant filed a response in compliance with the order on June 9, 2016. (ECF No. 38.) On June 15, 2016, this Court received the case on transfer. (ECF No. 39.) The Court denied the Motion to Transfer Venue to the Northern District of Mississippi on July 7, 2016. (ECF No. 44.)

On May 19, 2016, Defendant filed the instant motion for summary judgment. (ECF No. 36.) Plaintiff responded in opposition on June 20, 2016. (ECF No. 41.) Defendant filed a reply brief on July 5, 2016. (ECF No. 42.) On July 26, 2016, the Court held a telephonic hearing on the instant motion. (Min. Entry, ECF No. 46.)

II. UNDISPUTED MATERIAL FACTS

The following facts are undisputed for purposes of the instant motion.

A. The Parties and the Agreement

Prestress is a fabricator of bridge products and structural precast, prestressed components. (Abnee Decl. ¶ 1, ECF No. 16-7; Statement of Undisputed Facts ("SUF") ¶ 1, ECF No. 36-5;Resp. to SUF ¶ 1, ECF No. 41-8.) Cornerstone is a broker for trucking services and served as the broker for the services of Specialty Logistics. (Abnee Decl. ¶¶ 4-5; SUF ¶¶ 5, 7; Resp. to SUF ¶¶ 5, 7.)

The parties entered into an Agreement for Hauling Product to Ole Miss Parking Garage in Oxford, Mississippi, from Memphis, Tennessee (the "Agreement") on or about April 23, 2014. (See Ex. A to Compl., ECF No. 1-1 at PageID 10; SUF ¶ 2; Resp. to SUF ¶ 2.) The Agreement provides in relevant part that:

The consideration for the services provided by [Cornerstone] to Prestress shall be as follows: Prestress shall pay [Cornerstone] $550.00 per load delivered to the project site¹ with the above listed equipment operated for Prestress. Prestress shall also pay $0.00 per hour for delays that occur for duration longer than 2 hours past given load/delivery time. Prestress shall also pay $0.00 for canceled deliveries not canceled prior to drivers departing to Prestress Services Industries, L.L.C. Decatur facilities.² Such consideration is the total consideration payable to [Cornerstone] pursuant to this Agreement, and [Cornerstone] is solely responsible for the compensation and insurance, (including Workman's Compensation), of the properly certified licensed drivers who will operate the subject vehicle during the term of this Agreement.

(Ex. A to Compl.; SUF ¶ 3; Resp. to SUF ¶ 3.)

Prestress was to begin delivering precast material to the project site in April 2014, but because of delays not attributable to Prestress, it was not permitted to commencedelivering material at that time. (Abnee Decl. ¶ 7; SUF ¶¶ 10-11; Resp. to SUF ¶¶ 10-11.)

B. The Disputed Charges

Certain invoices³ contain Truck Order Not Used ("TONU") charges for cancellations that occurred on June 2, 2014, after drivers had departed to Prestress. (Statement of Additional Undisputed Facts ("SAF") ¶ 27, ECF No. 41-8 at PageID 11; Resp. to SAF ¶ 27, ECF No. 43; see ECF No. 36-3 at PageID 383-90.) Prestress has not paid Cornerstone for TONU, empty return, and jobsite shuttle charges, which Cornerstone alleges are owed under the Agreement.⁴ (Rodell Dep. 30:20-31:5, ECF No. 41-6; SAF ¶ 33; Resp. to SAF ¶ 33.)

III. LEGAL STANDARD

"The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a); accord Haddad v. Alexander, Zelmanski, Danner & Fioritto, PLLC, 758 F.3d 777, 781 (6th Cir. 2014) (per curiam). "A genuine dispute of material facts exists if 'there is sufficient evidence favoring the nonmoving party for a jury to return a verdict for that party.'" Am. Copper & Brass, Inc. v. Lake City Indus. Prods., Inc., 757 F.3d 540, 543-44 (6th Cir.2014) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986)).

"The moving party bears the initial burden of demonstrating the absence of any genuine issue of material fact." Mosholder v. Barnhardt, 679 F.3d 443, 448 (6th Cir. 2012) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986)). "In considering a motion for summary judgment, [the] court construes all reasonable inferences in favor of the nonmoving party." Robertson v. Lucas, 753 F.3d 606, 614 (6th Cir. 2014) (citing Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)).

"Once the moving party satisfies its initial burden, the burden shifts to the nonmoving party to set forth specific facts showing a triable issue of material fact." Mosholder, 679 F.3d at 448-49 (citing Matsushita, 475 U.S. at 587; Fed. R. Civ. P. 56(e)). "When the non-moving party fails to make a sufficient showing of an essential element of his case on which he bears the burden of proof, the moving parties are entitled to judgment as a matter of law and summary judgment is proper." Martinez v. Cracker Barrel Old Country Store, Inc., 703 F.3d 911, 914 (6th Cir. 2013) (quoting Chapman v. UAW Local 1005, 670 F.3d 677, 680 (6th Cir. 2012) (en banc)).

To show that a fact is, or is not, genuinely disputed, both parties are required to either "cite[] to particular parts of materials in the record" or "show[] that thematerials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact."

Bruederle v. Louisville Metro Gov't, 687 F.3d 771, 776 (6th Cir. 2012) (alterations in original) (quoting Fed. R. Civ. P. 56(c)(1)), cert. denied, 133 S. Ct. 866 (2013).

"The court need consider only the cited materials, but it may consider other materials in the record." Fed. R. Civ. P. 56(c)(3); see also Pharos Capital Partners, L.P. v. Deloitte & Touche, 535 F. App'x 522, 523 (6th Cir. 2013) (per curiam) (acknowledging that a district court has no duty to search entire record to establish grounds for summary judgment).

IV. ANALYSIS

Defendant asserts that it "is entitled to summary judgment because there are no genuine issues of material fact for trial." (ECF No. 36-1 at 6.) Defendant asserts that Plaintiff cannot prove two of the three elements of a breach of contract claim. (Id.) Plaintiff argues that there is evidence in the record that supports its claim that there was a breach of contract and that such evidence creates a genuine issue of material fact for trial. (ECF No. 41 at 5-6.) The Court finds that summary judgment is appropriate and GRANTS Defendant's motion.

A. Truck Order Not Used ("TONU") Charges

The disputed TONU charges refer to charges for orders that are placed and later canceled. (ECF No. 36-1 at 7 (citingRodell Dep. 11:20-25, 12:1-2, ECF No. 36-2); see also SAF ¶ 27; Resp. to SAF ¶ 27.) Defendant asserts that such charges for canceled deliveries are not "recoverable under the express terms of the Agreement." (ECF No. 36-1 at 7.) Plaintiff asserts that the TONU charges are not "canceled deliveries" governed by the terms of the Agreement and that "[a]n issue of fact remains as to whether the TONU invoices . . . represent charges for cancellations that occurred after drivers had departed to the Prestress facility." (ECF No. 41 at 8-9.) The Court finds that there is no dispute of material fact that the TONU charges are not owed under the Agreement.

An employee for Plaintiff testified that "there was never anything canceled prior to [departure]. . . . [A]ll the cancellations came the same day once drivers were en route, once drivers, had their loads, all their pick-up numbers, and everything they needed for that day's worth of work." (Whitten Dep. 20:6-11, ECF No. 41-3.) Since the deliveries were all canceled after the "drivers['] depart[ure] to Prestress," Prestress is not liable for payment on such deliveries.⁵

"If the language of a written instrument is unambiguous, the Court must interpret it as written rather than according to the unexpressed intention of one of the parties." Thomas & Betts Corp. v. Hosea Project Movers, LLC, No. 02-2953 Ma/M, 2007 WL 6892328, at *7 (W.D. Tenn. Nov. 2, 2007) (quoting Honeycutt v. Honeycutt, 152 S.W.3d 556,561-62 (Tenn. Ct. App. 2003)). "Contractual language is ambiguous only when it is of uncertain meaning and may fairly be understood in more ways than one." Id. (quoting Allstate Ins. Co. v. Watson, 195 S.W.3d 609, 611 (Tenn. 2006)). "Demonstration of ambiguity in some respect not material to any existing dispute serves no useful purpose." Donoghue v. IBC USA (Publ'ns), Inc., 70 F.3d 206, 215 (1st Cir. 1995) (emphasis added).

Although the term "departing to Prestress" in the Agreement could refer to any of three scenarios--(1) the drivers' departure from another location to the Prestress facility; (2) the drivers' departure from the Prestress facility to the jobsite; or (3) the...