Mastercraft Interiors v. Abf Freight Systems
| Citation | 350 F.Supp.2d 686 |
| Decision Date | 23 December 2004 |
| Docket Number | No. CIV.A. RDB-03-1580.,CIV.A. RDB-03-1580. |
| Parties | MASTERCRAFT INTERIORS, LTD. Plaintiff, v. ABF FREIGHT SYSTEMS, INC. Defendant. |
| Court | U.S. District Court — District of Maryland |
Charles R. Claxton, Garson & Associates, LLC, Bethesda, MD, for Plaintiff.
Alexia Kent Bourgerie, Stein Sperling Bennett De Jong Driscoll and Greenfeig PC, Rockville, MD, for Defendant.
Pending is the Motion for Summary Judgment of the Defendant ABF Freight Systems, Inc. ("ABF") on the Complaint filed by the Plaintiff Mastercraft Interiors, Ltd. ("Mastercraft"), and the Motion for Summary Judgment of ABF on its counterclaim against Mastercraft. Mastercraft sued ABF in a four-count Complaint, alleging Breach of Contract (Count I), misrepresentation (Count II), negligent misrepresentation (Count III), and unjust enrichment/restitution (Count IV) in the overcharging of shipping costs. On September 17, 2003, this Court held that the Interstate Commerce Commission Termination Act ("ICCTA") preempted Mastercraft's tort claims in Counts II, III, and IV and, therefore, dismissed said Counts. See Mastercraft Interiors, Ltd. v. ABF Freight Systems, Inc., 284 F.Supp.2d 284 (D.Md.2003). The Court denied ABF's motion to dismiss Mastercraft's breach of contract claim in Count I. Discovery having been completed, ABF now moves for summary judgment on the remaining breach of contract claim as well as on its counterclaim. The issues have been fully briefed by the parties, and no oral argument is necessary. See Local Rule 105.6 (D.Md.2004). The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332. Mastercraft is a Maryland corporation with its principal place of business in Maryland and ABF is a Delaware corporation with its principal place of business in Arkansas. In addition, Mastercraft alleges that is suffered no less than $180,000 of damages from ABF's alleged breach of contract. (Compl.¶ 14.) For the reasons stated below, ABF's Motion for Summary Judgment on Count I of the Plaintiff's Complaint is DENIED, and ABF's Motion for Summary Judgment on its counterclaim is DENIED.
Mastercraft is a company that sells home and business furnishings and ABF is an interstate motor carrier with a license from the Federal Motor Carrier Safety Administration to transport general freight. For many years, Mastercraft regularly purchased furniture from Brown Jordan, a furniture manufacturer in El Monte, California. Mastercraft paid Brown Jordan for the shipping directly, but ABF actually performed the shipping services. Brown Jordan's shipping charge was based on a percentage of the purchase price of the furniture purchased by Mastercraft. ABF prices its shipping differently and its pricing model is largely based on a commodity classification table provided by the National Motor Freight Classification in Washington, DC. (Michael Doyle Depo. at 25-29.)
In the summer of 2001, Brown Jordan informed Mastercraft that it was going to raise its shipping rates, which would become effective in the fall of 2001. The price increase would raise the shipping rate from 6% of the purchase price of the furniture to 10% of the purchase price. In response to this price increase, Mastercraft explored other shipping options, including shipping directly through ABF.
The facts relating to interactions between Mastercraft's warehouse manager, Michael Price, and Michael Doyle, the ABF salesman in the Company's Baltimore office assigned to Mastercraft, are in dispute. In the summer of 2001, Price apparently called ABF and was put in touch with Doyle. (Michael Price Depo. at 37-38.) Price recalls that he and Doyle met at Mastercraft on August 7, 2001. (Price Depo. at 39-40.) Price recalls asking Doyle whether Mastercraft could save money by shipping directly with ABF instead of paying Brown Jordan's new higher rates, which Mastercraft estimated would cost it about $3,000 per truckload shipment. (Price Depo. at 45-46.) Doyle does not recall having any conversation with Price about the specific price ABF would charge Mastercraft, nor about the average charges Mastercraft was incurring or expected to incur based on Brown Jordan's shipping price. (Doyle Depo. at 86.) Doyle does not recall Price or anyone at Mastercraft asking about ABF's shipping prices in the summer or fall of 2001. (Doyle Depo. at 102.) Doyle does not recall with specificity his interaction with Price in the summer of 2001. However, Doyle acknowledges that he was trying to obtain more business from Mastercraft during the summer and fall of 2001, and that he spoke with Price. (Doyle Depo. at 78.) Doyle recalls that Price was interested in learning what Mastercraft's true shipping costs were because he was unable to determine this based on Brown Jordan's percentage of goods purchased shipping charge formula. (Doyle Depo. 79-81.) On August 22, 2001, Price recalls meeting with Doyle at Mastercraft. Doyle does not specifically remember this meeting, but claims that he never offered Mastercraft any specific shipping price, in part, because he would be unable to determine a price estimate based on the information he knew. (Doyle Depo. at 94, 100, 208.) Mastercraft claims that Doyle told Price that if Mastercraft went directly with ABF, the shipping cost would be less than if it continued to pay for shipping through Brown Jordan. (Price Depo. at 58-64, 103-105.) Doyle states that he never made any promises about what shipping would cost with ABF and made no representation that, by shipping with ABF directly instead of through Brown Jordan, Mastercraft would save money. (Doyle Depo. at 214.) Mastercraft claims that Doyle and Price agreed that Mastercraft would start shipping directly with ABF and Mastercraft informed Brown Jordan that it would no longer be making shipping arrangements through Brown Jordan. (Pl.'s Ex. 7, Ans. 1.)
After Mastercraft began shipping directly through ABF, it checked the bills of lading to confirm that all of the furniture that was supposed to have been shipped had indeed arrived. However, Mastercraft apparently did not verify that the shipping rates on the bills of lading reflected the rate that Mastercraft believed should be charged by ABF. (Dean Nelson Depo. at 79-80.) As a result of this practice, Mastercraft did not realize that it was not receiving the rate it believed ABF had promised until the fall of 2002 when it reviewed the Company's expenses and noticed unexpectedly high shipping costs. (See id.) Mastercraft orally notified ABF in September or October 2002 that ABF's shipping charges related to Brown Jordan were too high and asked for a refund to bring the charges in line with the rate it believed ABF has promised Mastercraft. (Price Depo. at 79-81, Doyle Depo. at 159-163.) Mastercraft did not provide ABF a written notice of its objections to ABF's freight charges.
While ABF acted as a carrier for Mastercraft, it provided Mastercraft with bills of lading describing the point of origin, the consignor, the date(s) of pick-up, the freight transported, the applicable rate, and the amount due. ABF was also providing shipping services for Mastercraft other than those originating from Brown Jordan in California. In October 2002, Mastercraft stopped paying ABF for all of its services, regardless of the place of pick-up, and ABF claims that these unpaid shipping charges, including those originating from Brown Jordan, amount to $75,249.95. (See id.) ABF also claims that it is entitled to certain penalties bringing the total amount owed by Mastercraft to $97,824.94.
Mastercraft commenced this suit on May 30, 2003. On June 26, 2003, Defendant ABF filed a Motion to Dismiss all counts of the Complaint and, on September 17, 2003, this Court granted ABF's motion, based on the federal preemption provision in the ICCTA, for all Counts in Plaintiff's Complaint, except Count I, claiming breach of contract. On September 26, 2003, ABF filed a counterclaim seeking payment for unpaid freight invoices. ABF now moves for summary judgment on two main grounds: 1) that no oral contract can exist between the parties because any contract is required to be in writing pursuant to the Interstate Commerce Commission Termination Act, Pub.L. No. 104-88, 109 Stat. 803 (1995) (), § 14101(b)(1) of title 49 in the U.S.C., and 2) that Mastercraft is precluded from bringing this suit because it did not inform ABF within 180 days of its disagreement with ABF's freight charges in compliance with the notice provisions required in 49 U.S.C. § 13710(a)(3)(B). ABF also moves for summary judgment on its counterclaim against Mastercraft in the amount of $97,824.94 in tariff fees and penalties for the shipments transported by ABF for Mastercraft.
Rule 56 of the Federal Rules of Civil Procedure provides that summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(c) (emphasis added). In Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986), the Supreme Court explained that only "facts that might affect the outcome of the suit under the governing law" are material. Anderson, 477 U.S. at 248, 106 S.Ct. 2505. Moreover, a dispute over a material fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. The court further explained that, in considering a motion for summary judgment, a judge's function is limited to determining whether sufficient evidence supporting a claimed factual dispute exists to warrant submission of the matter to a jury for resolution at trial. Id. at 249, 106 S.Ct....
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...lacks a specific price term would not be fatal at this stage of the case." ECF 26 at 14. He cites Mastercraft Interiors, Ltd. v. ABF Freight Sys., Inc. , 350 F.Supp.2d 686, 692 (D. Md. 2004) and Hanna v. Bauguess , 49 Md. App. 87, 95, 430 A.2d 104, 108 (1981), for the proposition that, "[g]......