NORTHEAST DISTRIBUTION v. PREMIER LOGISTICS

Decision Date14 July 2004
Docket Number No. CV-02 0518276S, No. CV-02 0513169S., No. CV-02 0518275S, No. CV-01 0511940S, No. CV-00 0505085S
Citation877 A.2d 954,49 Conn.Sup. 65,49 Conn. Supp. 65
CourtU.S. District Court — District of Connecticut
PartiesNORTHEAST DISTRIBUTION, INC. v. PREMIER LOGISTICS SERVICES, INC., et al. Premier Logistics Services, Inc. v. Northeast Distribution, Inc. Girard A. Robitaille, Sr., et al. v. Northeast Distribution, Inc., et al. Pilot Air Freight Corporation v. Northeast Distribution, Inc., et al. Premier Logistics Services, Inc. v. AAA Cooper Transportation. Northeast Distribution, Inc. v. Premier Logistics Services, Inc.

Vitrano, Preleski & Wynne, Bristol, for the plaintiff in the first case.

John D. McNally, Springfield, MA, for the defendants in the first case and the defendant Premier Logistics Services, Inc. in the fourth and fifth cases and for the plaintiff in the second case and the plaintiffs in the third case.

Salvatore Vitrano, Bristol, for the defendant in the second case and the defendants in the third case and the defendant Northeast Distribution, Inc. in the fourth and fifth cases.

Bonnie D. Kumiega & Associates, for the plaintiff in the fourth case.

Brian S. Cantor, Fairfield, for the plaintiff in the fifth case.

COHN, J.

These cases arose on the termination of Premier Logistics Services (PLS), a division of Northeast Distribution, Inc. (Northeast) and on the initiation of a corporation, Premier Logistics Services, Inc. (PLS, Inc.). A decision written by Judge Winslow in denying a request by Northeast for a prejudgment remedy in Docket Number CV-00 0505085S, dated June 20, 2001, adequately summarizes the basic facts in these matters. "[Northeast] initiated a division called Premier Logistics Services in October 1997. Northeast hired the defendants, Brian Nadeau and Girard A. Robitaille, Jr., to initiate the business of the subdivision. Since Nadeau and Robitaille, Jr. were skilled in operations, but not in marketing and sales, Girard A. Robitaille, Sr. was hired early in 1998 to solicit customers. All three of these defendants had been employed previously by Trans Advo, a company in a similar field of work. The defendant, David Francis, was added as an employee in early 1999; the defendant, Craig Allan, joined as an employee in the fall of 1999. By October, 2000, there were a total of twelve employees in the Premier Logistics Services division of Northeast.

"During all the time that the individual defendants worked for Northeast's Premier Logistics Services division, they had no written employment contracts. They never signed non-compete agreements; they had no guarantees as to duration of employment nor amount of compensation. They were employees at will.

"Like the parent company Northeast, Premier Logistics Services was in the business of arranging for customers to have freight hauled. Unlike the parent company Northeast, Premier Logistics Services specialized in arranging for delivery of time-sensitive advertising materials for retailers. Premier Logistics Services contracted for each individual job with retailers (or brokers for retailers) and similarly contracted with freight haulers for each job. There were no long-term or blanket contracts for any jobs.

"In the short initial year of 1997, Northeast's Premier Logistics Services grossed $300,000 to $400,000. The following year the division grossed $1.5 million. In 1999, the gross was about $4 million and the division turned a net profit of $350,000. Over the three years of existence of Premier Logistics Services, Northeast committed about $200,000 to the development of computer software, dubbed `Drop Ship,' for the operations of Premier Logistics Services.

"The operations of Northeast's Premier Logistics Services division came to an abrupt end at the close of the business day October 18, 2000. All twelve employees of the division resigned simultaneously and went to work for a newly-formed company. . . Premier Logistics Services, Inc. (PLS, Inc.) Some or all of the individual defendants are owners of all the stock of PLS, Inc. . . . .

"Since October 18, 2000, Northeast has ceased all operations in its Premier Logistics Services division. . . . Northeast was unwilling or unable to revitalize its Premier Logistics Services division. . . ."

After October 18, 2000, litigation commenced between the parties. On December 18, 2000, the parties entered into a stipulation resolving certain matters arising from the creation of PLS, Inc. This stipulation provided in part that Northeast was entitled to the net profits "from all jobs on which work was begun prior to October 19, 2000, whether the work was finished by [Northeast] or [PLS, Inc.]" The parties attached to the stipulation a list of jobs and, subsequently, payment was made on these jobs to Northeast pursuant to the stipulation.

The parties, having resolved several outstanding concerns under the stipulation, left five unresolved matters to be determined in a court trial. The first matter, involving two docket numbers, was concluded subsequently. Pilot Air Freight Corp. v. Northeast Distribution, Inc., Docket No. CV-01 0511940S and AAA Cooper Transportation v. Northeast Distribution, Inc., Docket No. CV-02 0513169S were suits against Northeast for freight charges. In these suits, Northeast brought indemnification claims against PLS, Inc. Prior to the trial, Northeast settled with the two plaintiffs in these cases; during the trial Northeast withdrew its claims against PLS, Inc.2

Four other matters await a court ruling. In Premier Logistics Services, Inc. v. Northeast Distribution, Inc., Docket No. CV-02 0518276S, PLS, Inc. seeks reimbursement from Northeast for funds it advanced to shippers that it claims were the responsibility of Northeast. In Robitaille v. Northeast Distribution, Inc., Docket No. CV-02 0518275S, executives at PLS, Inc. make invasion of privacy claims against Northeast, based on mail that it apparently received from Northeast. In Northeast Distribution, Inc. v. Premier Logistics Services, Inc., Docket No. CV-00 0505085S, Northeast claims that it is entitled to the profit of the "outbound job" of Sam's Club performed in November 2000, and further claims that it is entitled to damages for the appropriation of the name "Premier Logistics Services" by PLS, Inc. The court will discuss each of these claims infra.

The first issue is PLS, Inc.'s claim for reimbursement in Docket No. CV-02 0518276S. In the stipulation, the parties stated that matters of billing would be resolved through the "cooperation of the parties, which shall be full and unrestrained, and not unreasonably withheld." Judge Winslow stated in her prejudgment remedy opinion that "[t]he parties have stipulated on the record that they will exchange necessary documents, pay outstanding costs, and submit to binding arbitration as to the allocation of the net proceeds from those disputed jobs."3

The court, therefore, will not decide whether PLS, Inc. must be reimbursed under a theory of "unjust enrichment," but, rather, because the stipulation requires that costs prior to October 18 be borne by Northeast. The stipulation regarding outstanding costs, signed prior to the prejudgment remedy hearing and then recited on the record before Judge Winslow, is "a contract of the parties acknowledged in open court. . . ." (Internal quotation marks omitted.) Gillis v. Gillis, 214 Conn. 336, 339, 572 A.2d 323 (1990). "`[It is] the result of a contract and its embodiment in a form which places it and the matters covered by it beyond further controversy.'" Central Connecticut Teachers Federal Credit Union v. Grant, 27 Conn. App. 435, 437, 606 A.2d 729 (1992), quoting 3 A. Freeman, Judgments (5th Ed. 1925) § 1350, p. 2774.

Reviewing the bills as submitted in evidence by PLS, Inc., the court concludes that the following bills related to the cost of shipping may be appropriately charged against Northeast.

First, the Two Boys Trucking bill totaling $16,409.56. The outstanding invoices to Northeast were dated from August 30, 2000 to October 12, 2000.

Second, the LJD Trucking bill totaling $7025. The outstanding invoices to Northeast were dated prior to October 18, 2000.

Third, the J.R. Trucking bill totaling $1240. Northeast was paid for this job as a result of the stipulation and, therefore, should reimburse PLS, Inc. for costs. Together with the J.R. Trucking bill totaling $450. This amount was for a Northeast invoice, paid by PLS, Inc.

Fourth, the Parker Motor Freight bill totaling $2666.83. The outstanding invoices to Northeast were dated from July 27, 2000 to October 11, 2000.

Fifth, the North Coast Transportation bill totaling $900. The outstanding invoices to Northeast were dated from September 30, 2000 to October 2, 2000.

Sixth, the NAFTA Trucking bill totaling $2186.79. The job for Northeast was initiated prior to October 18, 2000.

Seventh, the Freight of All Kinds bill totaling $200. The job for Northeast was initiated prior to October 18, 2000.

Eighth, the Red Bird Express bill totaling $225. The job for Northeast was initiated prior to October 18, 2000.

Ninth, the FBT bill totaling $2000. The job was related to an amount paid to Northeast under the stipulation.

Tenth, the GTI Express bill totaling $3670. The job was related to an amount paid to Northeast under the stipulation.

Eleventh, the We R Drayage bill totaling $5471.28. Together with the Fox Transport bill totaling $4366.44. These jobs were related to amounts paid to Northeast under the stipulation.

Twelfth, the English Transport bill totaling $830. This job was related to amounts paid to Northeast under the stipulation.

Thirteenth, and finally, the Cooper & Sons Transportation bill totaling $550. This job for Northeast was initiated prior to October 18, 2000.

In summary, the grand total due to PLS, Inc. from Northeast in Docket No. CV-02 0518276S is $48,189.90.

The second matter is the suit by plaintiffs father and son Robitaille and other executives of PLS, Inc. for invasion of...

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