Cox v. CSX Intermodal, Inc.

• Citation: 732 So.2d 1092
• Decision Date: 13 January 1999
• Docket Number: No. 96-4514.,96-4514.
• Parties: John H. COX and Edward Bartolozzi, Appellants, v. CSX INTERMODAL, INC. and Helen Venson, Appellees.
• Court: Court of Appeal of Florida (US)

732 So.2d 1092

John H. COX and Edward Bartolozzi, Appellants, v. CSX INTERMODAL, INC. and Helen Venson, Appellees.

No. 96-4514.

District Court of Appeal of Florida, First District.

January 13, 1999.

Rehearing Denied April 19, 1999.

Sharon Lee Stedman, Orlando, for Appellants.

Scott S. Cairns of McGuire, Woods, Battle & Boothe, Jacksonville; Kent A. Gardiner, Alexandre de Gramont and David M. Pfefferkorn of Crowell & Moring, Washington, D.C., for Appellees.

VAN NORTWICK, Judge.

John H. Cox and Edward Bartolozzi, truck owners and operators who entered into contracts with appellee CSX Intermodal, Inc. (CSXI) to haul freight to and from the CSXI terminal in Orlando, appeal a summary final judgment entered in favor of appellees, CSXI and Helen Venson, a CSXI employee, in the appellants' action for breach of contract against CSXI and tortious interference against Ms. Venson. For the reasons that follow, we affirm the summary judgment as to appellee Venson and affirm in part as to appellee CSXI. We reverse in part as to CSXI, however, because we find issues of fact concerning whether CSXI breached the implied covenant of good faith and fair dealing applicable to the parties' contractual relationship.

Factual and Procedural Background

Appellants entered into separate, but identical, pre-printed form contracts with CSXI in which they agreed to haul freight to and from the CSXI terminal in Orlando, Florida. Under the terms of these agreements, CSXI gained exclusive rights to appellants' transport services. The contract terms required appellants to operate solely at the direction of CSXI, and permitted appellants to transport only CSXI freight, or freight specified by CSXI. In addition, paragraph 4 of each contract between appellants and CSXI provides that:

4. CSXI shall make commodities available from time to time for transport by CONTRACTOR, but this Agreement shall in no way be construed as an agreement by CSXI to furnish, nor by CONTRACTOR to accept, any specific amount of freight or number of loads for transport by CONTRACTOR at any particular time or to any particular place.

In November 1995, appellants filed suit against CSXI for breach of contract and against Helen Venson, individually, for tortious interference with a business relationship. The breach of contract counts alleged that CSXI breached its contract with appellants by allowing its employee, Ms. Venson, to assign loads with the deliberate intent to withhold lucrative, better paying loads from appellants, and to assign only low-paying loads to them; and by failing to insure that loads were fairly distributed among all truck owners/operators. The tortious interference counts alleged that Ms. Venson systematically assigned more lucrative, better paying loads to specific owners/operators, and that her disparate assignment of loads interfered with appellants' relationship with CSXI, damaged appellants by reducing their income, and denied appellants the benefit of their bargain.

Thereafter, CSXI and Ms. Venson filed a joint motion for summary judgment on both the breach of contract claims and the tortious interference claims. With respect to the breach of contract claim, appellees argued that the parties had completed discovery and that, based on the undisputed facts, appellants could not make out a breach of contract claim against CSXI as a matter of law. Appellees asserted that the contract between CSXI and appellants gave CSXI "complete discretion as to whether and how it assigns freight loads to its independent contractors," and that, under the plain terms of the contract, CSXI had no obligation to assign any particular type or number of loads to any contractor.

With respect to the tortious interference claims, appellees asserted entitlement to summary judgment on the grounds that the contract was not breached, thus Ms. Venson could not as a matter of law have interfered with the contract. Appellees further argued that, as an employee of the contracting party, Ms. Venson must be considered a party to the contract and that she could not be sued for tortiously interfering with her own contract as a matter of law.

In their memorandum of law in support of summary judgment, appellees set forth various reasons why CSXI must have absolute discretion in assigning loads. Appellees maintained that CSXI must have discretion to assign particular loads to particular drivers (i) to ensure that a particular driver's equipment is appropriate to carry the type of load contemplated; (ii) to send a closer driver to a "pick-up" site when it would be unreasonable to send a different driver from a longer distance; or (iii) to gratify a customer's request that a specific driver carry that particular customer's load, or that a specific driver not carry the customer's load.

In opposition to the summary judgment motion, appellants contended that the contract had a latent ambiguity, in that the failure to specify the nature or method of assignment of loads made the contract susceptible to different constructions. Appellants further argued that, in addition to their own depositions, they presented competent evidence in the deposition transcripts of other witnesses which satisfied the requirement to demonstrate ambiguity by competent evidence and which demonstrated that the course of dealing between CSXI and the truckers with whom it contracted had created a "first come, first serve" dispatch policy, which had been breached by Ms. Venson's actions. Finally, appellants argued that, even if CSXI possessed substantial discretion to assign loads under the contract, they presented evidence that Ms. Venson, acting on behalf of CSXI, exercised that discretion in an arbitrary, fanciful and unreasonable manner.

The trial court entered summary final judgment in favor of both CSXI and Ms. Venson. The trial court concluded the contract "was clear and unambiguous on its face, and plainly bars Plaintiffs' breach of contract claims" against CSXI. The court further found that appellants had failed to provide evidence that Ms. Venson was acting outside the scope of her employment in dispatching loads to them. The court held because there was no genuine issue of fact that Ms. Venson was acting within the scope of her employment with CSXI, she could not be sued for tortiously interfering with a CSXI contract.

Standards of Review

Our review of the grant of summary final judgment in this case involves the interplay of several legal principles. As an initial matter, the standard governing the determination of a motion for summary judgment is well settled. "The purpose of a motion for summary judgment is to determine whether any genuine issues of material fact exist for resolution by the trier of fact." See CSX Transp., Inc. v. Pasco County, 660 So.2d 757, 758 (Fla. 2d DCA 1995). "A dispute over an issue of material fact is genuine if the evidence would permit a reasonable jury to return a verdict for the party against whom summary judgment is sought." See Camp Creek Hospitality Inns, Inc. v. Sheraton Franchise Corp., ITT, 139 F.3d 1396 (11th Cir. 1998). See also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). The party moving for summary judgment bears the heavy burden to prove a negative, that is, "the nonexistence of a genuine issue of a material fact." See Holl v. Talcott, 191 So.2d 40 (Fla.1966), cert. denied, 232 So.2d 181 (Fla.1969); Besco USA Int'l Corp. v. Home Savings of Am. FSB, 675 So.2d 687, 688 (Fla. 5th DCA 1996). If the record reflects even the possibility of a material issue of fact, or if different inferences can be drawn reasonably from the facts, that doubt must be resolved against the moving party and summary judgment must be denied. See Hervey v. Alfonso, 650 So.2d 644, 646 (Fla. 2d DCA 1995).

When a defendant moves for summary judgment, "[t]he function of the court is solely to determine whether the appropriate record presented in support of summary judgment conclusively shows that the plaintiff cannot prove the claim alleged as a matter of law." Id. A trial court is not authorized to try or weigh facts in ruling on a motion for summary judgment. See Jones v. Stoutenburgh, 91 So.2d 299 (Fla.1956). Summary judgment should be granted cautiously, with full recognition of the right of a litigant to a jury trial on the merits of his cause. See Vandyk v. South-side Gun, Inc., 638 So.2d 138, 140 (Fla. 1st DCA 1994); Gaymon v. Quinn Menhaden Fisheries of Texas, Inc., 108 So.2d 641, 644 (Fla. 1st DCA 1959).

Further, "[w]here the determination of the issues of a lawsuit depends upon the construction of a written instrument and the legal effect to be drawn therefrom, the question at issue is essentially one of law only and determinable by entry of summary judgment." See Angell v. Don Jones Ins. Agency, Inc., 620 So.2d 1012, 1014 (Fla. 2d DCA 1993). Accord Ball v. Florida Podiatrist Trust, 620 So.2d 1018, 1022 (Fla. 1st DCA 1993). In such case, "an appellate court is not restricted in its ability to reassess the meaning and effect of a written instrument to reach a conclusion contrary to that of the trial court." Angell, 620 So.2d at 1014.

Finally, when the language of a contract does not deal in express terms with all aspects of the rights and duties of the parties to the agreement, the language used "should be interpreted as reasonable persons, knowledgeable about the business or industry, would likely interpret them— not some strained interpretation put forth by the drafter." Hussmann Corp. v. UPS Truck Leasing, Inc., 549 So.2d 215, 217 (Fla. 5th DCA 1989).

The Parties' Course of Dealings

The appellants argue that the trial court erred in granting summary judgment because disputed issues of fact exist as to whether the written contracts between CSXI and the appellants were modified by an unwritten CSXI policy governing the assignment of drivers. The appellants concede that the contracts grant CSXI discretion to...