Ocean Logistics Management, Inc. v. Npr, Inc.
Citation | 38 F.Supp.2d 77 |
Decision Date | 26 February 1999 |
Docket Number | No. Civ. 96-2388 DRD.,Civ. 96-2388 DRD. |
Parties | OCEAN LOGISTICS MANAGEMENT, INC., Plaintiff, v. NPR, INC., d/b/a Navieras, et al., Defendants. |
Court | U.S. District Court — District of Puerto Rico |
Rick A. Rude, Fall Church, VA, Luis N. Saldana-Roman, Saldana & Caravajal, San Juan, PR, for Plaintiff.
Amy Loeserman-Klein, Bethesda, MD, Rafael R. Vizcarrondo, Fiddler, Gonzalez & Rodriguez, San Juan, PR, for Defendants.
Pending before this Court is Defendants', NPR, Inc. d/b/a Navieras, et al. ("NPR"), Motion to Dismiss (Docket No. 10), pursuant to Fed.R.Civ.P. 12(b)(6), to dismiss counts 1, 2, 3, and 5 of the Plaintiff's, Ocean Logistics Management, Inc. ("OLMI"), First Amended Complaint (Docket No. 4). NPR seeks dismissal on the ground that the "filed-rate doctrine" and applicable federal transportation statutes have preempted plaintiff's causes of action arising under local law, common law, or other federal statutes. In addition, NPR argues that under the doctrine of primary jurisdiction, exclusive jurisdiction to determine the legality of the actions complained of lies with the Surface Transportation Board ("STB"), an agency established by Congress in the ICC Termination Act of 1995 ("Termination Act"), 49 U.S.C.App. § 10101 et seq.1
Plaintiff OLMI filed a timely Opposition (Docket No. 15) and a Supplemental Brief in Opposition to NPR's motion to dismiss (Docket No. 19), to which NPR replied (Docket Nos. 21, 39). Plaintiff then filed a Supplemental Memorandum (Docket No. 22) in further support of its Opposition, which itself triggered a Response from NPR (Docket No. 24), a Surreply by OLMI (Docket No. 26) and a further Response by NPR (Docket No. 29). The Court heard oral arguments on these motions on February 6, 1998. At the Court's direction (Docket No. 40), the parties submitted proposed opinions and order forms. Subsequently, via an informative motion (Docket No. 42), NPR brought to the Court's attention a recent U.S. Supreme Court decision, American Telephone & Telegraph Co. v. Central Office Telephone, Inc., 524 U.S. 214, 118 S.Ct. 1956, 141 L.Ed.2d 222 (1998), issued on June 15, 1998. OLMI filed a response (Docket No. 43), to which NPR replied (Docket No. 47). After all of the filings above and the hearing, the dust has settled and the Court proceeds to rule on the pending request for dismissal. For the reasons set forth below, the Court finds that Counts 1, 2, 3, and 5 of Plaintiff's First Amended Complaint are preempted by the filed-rate doctrine, and as such are dismissed.2
The essential facts which give rise to the motion to dismiss are briefly narrated. We accept "as true all well-pleaded factual averments and indulging all reasonable inferences in the plaintiff's favor," mindful that dismissal is appropriate if the facts alleged, taken as true, do not justify recovery. Aulson v. Blanchard, 83 F.3d 1, 3 (1st Cir.1996); Brown v. Hot, Sexy And Safer Productions, Inc., 68 F.3d 525, 530 (1st Cir.1995); Conley v. Gibson, 355 U.S. 41, 45-6, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); Miranda v. Ponce Fed. Bank, 948 F.2d 41, 44 (1st Cir.1991).
In February 1996, NPR,3 a common carrier, and OLMI, a shipper, entered into an 11-month Time Volume Agreement ("TVA").4 In this specific TVA, OLMI guaranteed that it would ship on NPR's vessels not less than 1900 Refrigerated Containers and 185 dry containers, during the period between February 2, 1996 through December 31, 1996, to be carried from specified ports in the United States to San Juan, Puerto Rico. (Docket No. 4, Complaint, Ex. 1). In exchange, NPR would charge OLMI the sum of $3700 for each container minus a trucking allowance of $300 for trucking services to be performed by OLMI, who also operates as a motor carrier in the continental United States. This rate was lower than the rate charged by NPR in its filed tariffs applicable to shipments of Refrigerated Containers tendered without volume guarantees.
The TVA, as OLMI openly admits, is a maritime contract duly executed by both parties. Therein, it is stated that "OLMI will be governed by all applicable Rules and Regulations as published in NPR Inc.'s Tariffs No. 211-C and 102-A." and that "THE BILL OF LADING MUST ALWAYS BE CLAUSED WITH THE ASSIGNED TARIFF ITEM NUMBER AND TARIFF AUTHORITY." (Docket No. 4, Complaint, Ex. 1). NPR made all of the filings required to publish the rates agreed to in the TVA in its tariffs on file with the STB. By filing those rates in its tariff, NPR necessarily made them available to any other shipper who would meet the minimum quantity and the terms and conditions of carriage set forth in NPR's tariffs pertaining to Time Volume Agreements.
In its First Amended Complaint, OLMI claims that on October 8, 1996 NPR "unilaterally and without just cause cancel[ed] the TVA effective the next morning." (Docket No. 4, Complaint, Ex. 1). OLMI utilizes the term "canceling" loosely because there is no allegation that NPR failed to honor the reduced TVA rates or any other provision of that contract. What can be gleaned from OLMI's pleadings and motions on file is OMLI alleges that actions by NPR regarding its shipping rates were tantamount to a constructive cancellation or termination of the TVA. According to OLMI, on October 8, 1996, representatives of NPR met with representatives of OLMI to inform them that NPR had determined to change the rates in its tariffs which applied to the shipment of Refrigerated Containers tendered without any guarantees of minimum quantity. These rates are known in the shipping trade as Any Quantity rates (a.k.a. "AQ" rates, hereinafter referred to as such). The publication of the new AQ rates eliminated the price differential that OLMI had previously enjoyed, and allegedly destroyed the market OLMI had built up in marketing NPR's service for the transportation of refrigerated containers.
In the First Amended Complaint, OMLI claims five causes of action: (1) breach of maritime contract; (2) breach of a distribution contract under Law No. 75 of June 24, 1964, 10 L.P.R.A. § 278, et. seq., as amended; (3) tortious interference with the contractual relations of others; (4) collection of outstanding commissions and trucking allowances; and (5) violations of the Sherman Act, 15 U.S.C. §§ 1 and 2. (Docket No. 4).
The crux of defendant NPR's motion to dismiss is the issue of whether the applicable federal transportation statutes have preempted these causes of action allegedly arising under local law, the Civil Code ( ), or even under other federal statutes. Not surprisingly, a determination of that issue rests upon an analysis of the applicable transportation statutes, and the precedents establishing the parameters of federal preemption in that context. It is to that analysis that the Court turns.5
It is well-settled law that in ruling upon a 12(b)(6) motion, the Court must:
"[A]ccept the allegations of the complaint as true and determine whether under any theory, the allegations are sufficient to state a cause of action in accordance with the law (citations omitted) ... because only well pleaded facts are taken as true, we will not accept a complainant's unsupported conclusions or interpretations of law."
Brown v. Hot, Sexy and Safer Productions, Inc., 68 F.3d 525, 530 (1st Cir.1995); See also Washington Legal Found. v. Massachusetts Bar Found., 993 F.2d 962, 971 (1st Cir.1993); Vartanian v. Monsanto Co., 14 F.3d 697, 700 (1st Cir.1994).
Notwithstanding this "highly deferential standard," a court must not accept any unsupported conclusions or interpretations of law. Washington Legal Found., 993 F.2d at 971. As the First Circuit Court of Appeals has taught, "[i]n the menagerie of the Civil Rules, the tiger patrolling the courthouse gates is rather tame, but not entirely ... toothless." Correa-Martinez v. Arrillaga-Belendez, 903 F.2d 49, 52 (1st Cir.1990). Accordingly, in weighing the sufficiency of plaintiff's allegations, this Court must "carefully balance the rule of simplified civil pleading against the need for more than conclusory allegations." Washington Legal Foundation, 993 F.2d at 971.
In Day v. Fallon Community Health Plan, Inc., 917 F.Supp. 72, 75 (D.Mass. 1996), a district court solved the " `often blurred' line between sufficient facts and insufficient conclusions" by applying the general parameters outlined in Dartmouth Review v. Dartmouth College, 889 F.2d 13,16 (1st Cir.1989):
Most often, facts are susceptible to objective verification. Conclusions, on the other hand, are empirically unverifiable in the usual case. They represent the pleader's reactions to, sometimes called "inferences from," the underlying facts. It is only when such conclusions are logically compelled, or at least supported, by the stated facts, that is, when the suggested inference rises to what experience indicates is an acceptable level of probability, that "conclusions" become "facts" for pleading purposes.
Plaintiff is therefore not immune to dismissal at an early stage if the facts do not comply with the following standard: Day, 917 F.Supp. at 75 (citing Gooley v. Mobil Oil Corp., 851 F.2d 513, 514 (1st Cir.1988)). Finally, although all inferences must be made in the Plaintiff's favor, this Court need not accept "bald assertions, unsupportable conclusions, periphrastic circumlocutions, and the like." Aulson, 83 F.3d at 3.
Prior to January 1, 1996, three federal statutes regulated transportation in the trade between the United States and Puerto Rico, sometimes...
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