Marina PDR Operations, LLC v. Master Link Corp.

• Decision Date: 29 July 2020
• Docket Number: CIVIL NO. 17-1307 (RAM)
• Parties: Marina PDR Operations, LLC Plaintiff, v. MASTER Link Corp., Inc.; M/V Master Link I, in rem Defendants
• Court: U.S. District Court — District of Puerto Rico

Marina PDR Operations, LLCPlaintiff, v. MASTER Link Corp., Inc.; M/V Master Link I, in remDefendants

CIVIL NO. 17-1307 (RAM)

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO

July 29, 2020

OPINION AND ORDER

RAÚL M. ARIAS-MARXUACH, United States District Judge

Pending before the Court is DefendantMaster Link Corp.'s Motion for Summary Judgment and PlaintiffMarina PDR Operations, LLC's Motion for Partial Summary Judgment and Memorandum of Law in Support Thereof("Motion for Partial Summary Judgment").(Docket Nos. 80-83).Having considered the parties' submissions, the CourtDENIESDefendant's Motion for Summary Judgment(DocketNos. 80 and 81) and GRANTSPlaintiff's Motion for Partial Summary Judgment(DocketNos. 82 and 83).

I.PROCEDURAL BACKGROUND

On August 30, 2017, PlaintiffMarina PDR Operations, LLC("Plaintiff" or "Marina PDR") filed a Third Amended Complaint(the "Complaint") against DefendantsMaster Link Corp.("Defendant" or "Master Link" or "ML") and M/V MASTER LINK I ("MASTER LINK I"), in rem.(Docket No. 47at 5-6).Marina PDR is the operator of the Puerto Rico Del Rey Marina in Fajardo, Puerto Rico, providing wet slip and land storage for vessels of various sizes.Id.¶ 4.ML's business consists of providing repair and maintenance services to vessels.Id.¶ 5.ML had a contract with the Commonwealth of Puerto Rico's Maritime Transportation Authority ("MTA"), a public corporation which was "created to provide ocean transportation of cargo and passengers between mainland Puerto Rico and the municipalities of Vieques and Culebra."Id¶ 6.The contract, which expired on November 4, 2012, was a Puerto Rico General Services Administration ("GSA") contract for repair services for M/V FAJARDO II ("FAJARDO II").(Docket No. 81-5at 6; 81-9 at 2).ML also had a contract with the marina's previous owner Puerto del Rey, Inc.("PDR") for the repair of MASTER LINK I. (Docket No. 81-2).

Per the Complaint, ML allegedly breached both contracts.(Docket No. 47at 3-4).Thus, Marina PDR claimed ML owes it $115, 292.04 in unpaid fees and taxes for FAJARDO II and MASTER LINK I. Id. at 5.In the alternative, Marina PDR requested that MTA be held liable for $78,311.85 for overdue payments because it is the owner of FAJARDO II and original signatory to a Boat Space License Agreement ("BSLA") with the marina's previous owner PDR.Id. at 6.On June 26, 2018, Plaintiff and MTA filed a Settlement Agreement dismissing the claim against the latter.(DocketNo. 64).Partial judgment was entered accordingly.(DocketNo. 66).

On November 15, 2018, ML filed a Motion for Summary Judgment("MSJ") and a Statement of Material Facts in Support of Defendant's Motion for Summary Judgment("SUMF").(DocketNos. 80 and 81).It alleges that: 1) Marina PDR lacks standing to sue; 2) ML did not become indebted to Marina PDR under the contract between MTA and PDR concerning FAJARDO II because the assumption of debt and novation doctrines are inapplicable, and 3) Marina PDR cannot recover twice on the same claim.Id.Plaintiff opposed the MSJ and propounded additional facts ("Opposition to MSJ").(DocketNos. 88 and 88-1).Plaintiff's Opposition to MSJ is currently unopposed.

On November 15, 2018, Marina PDR filed a Motion for Partial Summary Judgment and Memorandum of Law in Support Thereof("PMSJ") and a Statement of Uncontested Material Facts in Support of Motion for Summary Judgment("PSUMF").(DocketNos. 82 and 83).It alleges that partial summary judgment is proper because there is no genuine issue regarding the amount due by ML for the storage of MASTER LINK I. (Docket No. 82at 5-8).ML opposed the same ("Opposition to PSUMF") and Marina PDR replied.(DocketNos. 86-87 and 93).

II.LEGAL STANDARD

Summary judgment is proper under Fed. R. Civ. P. 56(a) if a movant shows "no genuine dispute as to any material fact" and that they are "entitled to judgment as a matter of law."A genuine dispute exists "if the evidence about the fact is such that a reasonable jury could resolve the point in favor of the non-moving party."Alicea v. Wilkie, 2020 WL 1547064, at *2(D.P.R.2020)(quotation omitted).A fact is material if "it is relevant to the resolution of a controlling legal issue raised by the motion for summary judgment."Bautista Cayman Asset Co. v. Terra II MC & P, Inc., 2020 WL 118592, at *6(D.P.R.2020)(quotation omitted).

The movant"bears the burden of showing the absence of a genuine issue of material fact."United States Dep't of Agric. v. Morales-Quinones, 2020 WL 1126165, at *1(D.P.R.2020)(citation omitted).The non-movant may "defeat a summary judgment motion by demonstrating, through submissions of evidentiary quality, that a trialworthy issue persists."Robinson v. Town of Marshfield, 950 F.3d 21, 24(1st Cir.2020)(quotation omitted)."On issues of motive and intent, essential elements of novation, trial courts are to observe a 'cautious approach' upon evaluating summary judgment motions."Jorge Rivera Surillo & Co. v. Cerro Copper Prod. Co., 885 F. Supp. 358, 363(D.P.R.1995)(citation omitted).The United States Supreme Court has also held that summary judgment is to be issued "sparingly" in litigation "where motive and intent play leading roles."Poller v. Columbia Broad. Sys., 369 U.S. 470, 473(1962);see alsoDominguez-Cruz v. Suttle Caribe, Inc., 202 F.3d 424, 433(1st Cir.2000)(finding that "determinations of motive and intent ... are questions better suited for the jury").Yet, "even in cases where elusive concepts such as motive or intent are at issue, summary judgment may be appropriate if the nonmoving party rests merely upon conclusory allegations, improbable inferences, and unsupported speculation."Roman-Basora v. Potter, 2010 WL 5677118, at *3(D.P.R.2010)(quotation omitted).

Local Rule 56 also governs summary judgment.SeeL. CV. R. 56.Per this Rule, a nonmoving party must "admit, deny or qualify the facts supporting the motion for summary judgment by reference to each numbered paragraph of the moving party's statement of material facts."Id.Local rules "are designed to function as a means of 'focusing a district court's attention on what is and what is not genuinely controverted.'"Marcano-Martinez v. Cooperativa de Seguros Multiples de Puerto Rico, 2020 WL 603926, at *2(D.P.R.2020)(quotation omitted).Lastly, the First Circuit has stated that adequately supported facts "shall be deemed admitted unless controverted in the manner prescribed by the local rule."Advanced Flexible Circuits, Inc. v. GE Sensing & Inspection Techs. GmbH, 781 F.3d 510, 520(1st Cir.2015)(quotation omitted).

III.FINDINGS OF FACT

After analyzing ML's SUMF (DocketNo. 81), Marina PDR's unopposed additional uncontested facts (Docket No. 88-1) and ML's PSUMF (DocketNo. 83), and only crediting material facts that are properly supported by a record citation and uncontroverted, the Court makes the following findings of facts:¹

1.Plaintiff Marina PDR is a limited liability company created under the laws of the state of Delaware on May 22, 2013.(DocketNo. 81 ¶ 5).

2.Marina PDR was registered in the Puerto Rico Department of State and authorized to do business as a foreign entity on September 5, 2013.Id.¶ 6.

3.Marina PDR operates a marina in Fajardo, providing wet slip and land storage services for vessels of different sizes.(DocketNo. 47 ¶ 4).

4.FAJARDO II and MASTER LINK I are currently being stored in Marina PDR's marina in Fajardo.(DocketNos. 81 ¶¶ 10, 13;83 ¶ 1;88-1 ¶ 1).

5.Defendant Master Link is a corporation organized under the laws of the Commonwealth of Puerto Rico providing repair and maintenance services to vessels.(DocketNo. 47 ¶ 5).

6.In remdefendant Master Link I is a custom-made barge, 90 feet in length, fabricated in 1987, with Hull Identification Number (HIN) MMV10401135208, and Documentation or Registration Number DC-1234918. Id.¶ 7.

7.Master Link I is owned by Master Link.Id.¶ 16.

8.Defendant MTA is a public corporation of the Commonwealth of Puerto Rico ascribed to the Department of Transportation and Public Works.It provides ocean transportation of cargo and passengers between mainland Puerto Rico and the municipalities of Vieques and Culebra.Id.¶ 6.

9.MTA was the owner and original signatory to the BSLA for FAJARDO II.Id.¶ 23.

10.On June 26, 2018, Marina PDR and MTA entered into a Settlement Agreement where Marina PDR dismissed all claims against MTA regarding liability for dockage, storage and other fees incurred by Marina PDR.(DocketNo. 64).

11.That same day, the Court dismissed Marina PDR's claims against MTA via a partial judgment.(DocketNo. 66).

Puerto del Rey, Inc. and Bankruptcy Proceedings

12.PDR was owner and operator of Marina Puerto del Rey in Fajardo, Puerto Rico up to May 2013.(DocketNo. 81 ¶ 1).

13.On December 28, 2012, PDR filed a Chapter 11 bankruptcy petition before the U.S. Bankruptcy Court, District of Puerto Rico.Id.¶ 2.

14.Per the May 30, 2013Order Confirming the First Amended Joint Chapter 11 Plan Proposed by the Debtor, FirstBank Puerto Rico, and PBF-TEP Acquisitions, Inc.("Order Confirming Amended Joint Chapter 11 Plan"), all of PDR's assets, including contracts, were purchased by and transferred to Putnam Bridge and various other entities including Plaintiff(jointly, "the Purchaser").(DocketNos. 81 ¶ 4;88-1 ¶ 5).

15.Regarding the transfer of Purchased Assets, the Order Confirming Amended Joint Chapter 11 Plan states as follows:

The transfer of the Purchased Assets to the Purchaser (including, without limitation, the transfer of the Affiliate Assets (including, without limitation, the Affiliate Contracts) to the Debtor, the subsequent transfer of the Affiliate Assets (including, without limitation, the Affiliate Contracts) as Purchased Assets to the Purchaser, the assumption by the Debtor of the Assumed Contracts, the assignment by the Debtor to the Purchaser of the Assumed Contracts, and the rejection by the Debtor of any and all

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