Parcel Mgmt. Auditing & Consulting, Inc. v. Dooney & Bourke, Inc.

• Court: U.S. District Court — District of Connecticut
• Writing for the Court: Jeffrey Alker Meyer United States District Judge
• Decision Date: 25 February 2015
• Docket Number: No. 3:13-cv-00665 (JAM),3:13-cv-00665 (JAM)
• Citation: Parcel Mgmt. Auditing & Consulting, Inc. v. Dooney & Bourke, Inc., No. 3:13-cv-00665 (JAM) (D. Conn. Feb 25, 2015)
• Parties: PARCEL MANAGEMENT AUDITING AND CONSULTING, INC., Plaintiff, v. DOONEY & BOURKE, INC. and RICHARD CERQUEIRA, Defendants.

PARCEL MANAGEMENT AUDITINGAND CONSULTING, INC., Plaintiff, v. DOONEY & BOURKE, INC. and RICHARD CERQUEIRA, Defendants.

No. 3:13-cv-00665 (JAM)

UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT

February 25, 2015

RULING RE MOTIONS FOR SUMMARY JUDGMENT

This is a "whodunit" of a contract case. One of the defendants—Dooney & Bourke, Inc. ("Dooney")—is a Connecticut company that sells high-end fashion accessories such as leather handbags and satchels. It has a lively internet presence and mail-order clientele. The plaintiff—Parcel Management Auditing & Consulting, Inc. ("PMAC")—worked with and advised Dooney on how to reduce its shipping costs.

PMAC claims that Dooney breached a contract to pay it for advisory services rendered to Dooney to reduce Dooney's shipping costs with United Parcel Service ("UPS"). There is a written agreement that purports to be a contract between PMAC and Dooney. The twist in this case is that the contract was signed by a peripheral Dooney employee—defendant Richard Cerqueira—rather than by anyone from Dooney's management. The core of the parties' dispute is whether Cerqueira's signature creates an enforceable contract and, if so, who may be held liable.

Cerqueira moves for summary judgment, contending that he may not be held personally liable on the basis of a contract that he signed on behalf of Dooney. Meanwhile, PMAC alsomoves for summary judgment, contending that no genuine issue of fact remains to prevent judgment in its favor on all its contract and related claims. For the reasons below, I grant Cerqueira's motion for summary judgment (Doc. #49), and deny PMAC's motion for summary judgment (Docs. #53, #81).

BACKGROUND

PMAC helps customers manage their shipping costs through "auditing of customer's third party shipping invoices to ensure correct monthly billing, analysis of internal shipping patterns to improve on internal efficiencies, and contract analysis and negotiation consulting." Doc. #1 (Compl.) ¶ 6. In late 2006, PMAC and Dooney entered into an auditing and consulting agreement, pursuant to which PMAC has since been auditing invoices received by Dooney from its third-party shippers in order to help Dooney recover refunds from invoicing errors. In exchange, PMAC receives a percentage of those refunds. The negotiations for that agreement took place between PMAC's president Richard Michals and Dooney employee Terry Reiss. After Reiss retired, PMAC worked with Dooney's comptroller Kathleen DeMoise and accounts payable clerk Beverly Langer to fulfill the terms of their auditing agreement.

In September 2012, Michals contacted DeMoise and Langer with an email stating the following: "I was also doing some analysis and feel that your current UPS agreement has fallen out of favor and needs a new facelift. Who would be the person to discuss this with? I hope you both! ?" Doc. #52-10 at 2 (emoji in original). Langer responded: "I think Kathy [DeMoise] would be the one to discuss this with, or Rich Cerqueira. Kathy is on vacation till [sic] Monday. I will bring this up with her and let you know the outcome." Ibid. Richard Cerqueira is a computer programmer who since 2012 has worked part time for Dooney, primarily out of his home in South Carolina. Doc. #58 at 1; Doc. #74-2 at 2; Doc. #77-1 (Kinsley Aff.) at 3.

The following Tuesday, when he had not yet heard the "outcome," Michals emailed Langer again, asking for Cerqueira's number. On Thursday, before Michals received any response to that email, he somehow tracked down Cerqueira's telephone number and spoke with him, then followed up on their conversation with an email, which attached a scope-of-work agreement ("Dooney and Bourke Project Bags.pdf") and stated the following:

It was good talking to you this morning. Attached is the SOW for Dooney.

We only get paid if we save you $$. I am looking forward to reviewing all Dooney shipping data and giving you an intense look at the carrier's [sic] and what they see when they see your shipping personality.

We will talk next week when we have some preliminary analysis. Please reach out to me with any questions. You can get this SOW back to . . . .

Doc. #52-12 at 2.

The attached agreement provided that PMAC would help Dooney favorably renegotiate its shipping contracts with its parcel carriers. In return, over the following three years, Dooney would retain 75% of the cost reductions in its new shipping services, and PMAC would collect 25% of Dooney's savings. Id. at 4. Cerqueira signed his name to the agreement, with the title "Prog[rammer]/Anal[yst]," and emailed the signature page back to PMAC with the new name "PMAC contract.pdf." Doc. #52-14 at 2, 4.

In mid-October 2012, PMAC and Dooney employees held a meeting. Before the meeting, DeMoise asked Michals via email whether the meeting would be to "go over the UPS contract suggestions," and she referenced "the last time we went over the UPS contract." Doc. #52-15 at 5. Michals responded that they would be discussing the contract, and that he would have "some intense analysis" to "demonstrate where big savings can be addressed." Id. at 4. The reminder email for the meeting was sent from DeMoise (who would not be attending the meeting) toMichals and Langer (who DeMoise said "d[id] not really need to be part of the meeting") and copied to Cerqueira and several other Dooney employees. Id. at 3-4.

The day before the meeting, Michals sent Cerqueira some "very preliminary reports for your analysis and negotiations"—a 72-page spreadsheet—and indicated that he was looking at additional data, so there would be "[t]ons more to come!" Doc. #52-18. Cerqueira forwarded that information to the others who would be at the meeting, stating that "[e]veryone should review" the information for the meeting. Doc. #52-19 at 2.

At the meeting, PMAC distributed "further written and oral analysis and recommendations to Dooney," Doc. #52-5 ¶ 25; Doc. #77 ¶ 25, including a handout analyzing Dooney's "shipping profile" and providing suggestions to improve its contract with UPS. Doc. #52-24. Immediately after the meeting, Michals sent Dooney employees an email with what appears to be a sample email to UPS to open renegotiations, and a chart of additional data. Doc. #52-23.

The day after the meeting, several Dooney employees, including Cerqueira, met with UPS. Doc. #73-3 ¶ 30; Doc. #65 ¶ 30. The parties disagree about whether Dooney employees utilized the materials and information provided by PMAC in their negotiations. See Doc. #73-3 ¶ 31; Doc. #65 ¶ 31. But after Dooney received a proposal from UPS, Dooney forwarded it to PMAC for analysis and advice, so that PMAC could review it and share its suggestions. Doc. #52-28 at 4; Doc. #73-3 ¶ 36; Doc. #65 ¶ 36. Michals quickly responded by pointing out an error UPS made that would overcharge Dooney, and offering to talk. Doc. #52-28 at 2. They did talk the next day, and further strategized about the UPS negotiations. Doc. #52-29.

The following month, December 2012, Dooney entered into a new agreement with UPS, which saved them a considerable amount over their previous agreement with UPS. But Dooneyhad stopped responding to Michals's inquiries regarding the status of the negotiations or terms of the new agreement. In January 2013, Cerqueira sent Michals the new UPS contract. Doc. #52-30. Over the next three months, PMAC invoiced Dooney for $40,217.06, or 25% of "contract savings." Doc. #52-5 ¶ 45; Doc. #77 ¶ 45.

Dooney did not pay these invoices. To the contrary, Langer expressed to PMAC her deep confusion about them:

I hate to sound dumb, but I'm trying to figure this all out before I bring these to be signed (by someone). We'll be getting two invoices per month now? Or is this a Dec/Jan invoice only for Contract Savings? One for the same that we got last year with the breakdown for the three locations? One for the Contract savings? I'm asking, because I'm so confused on all of this and with the contract saving invoices I can not make heads/tails out of it.

I really hate to hang you all up on these invoices, but with out [sic] Kathy to sign off on them, I just have to let them wait. Thank you for any help you can give me[.]

Doc. #52-35 at 2. At no point prior to the litigation did Michals or anyone else at PMAC mention to Dooney the existence of the agreement that had been signed by Cerqueira.

In May 2013, PMAC sued Dooney and Cerqueira for breach of contract, unjust enrichment, quantum meruit, breach of implied contract, account stated, promissory estoppel, and violation of the Connecticut Unfair Trade Practices Act ("CUTPA"). Cerqueira now moves for summary judgment in his favor on all claims against him (Doc. #49), and PMAC cross-moves for summary judgment in its favor on all claims against both defendants (Docs. #53 (sealed), #81 (redacted)).

DISCUSSION

The principles governing a motion for summary judgment are well established. Summary judgment may be granted only "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a);see also Tolan v. Cotton, 134 S. Ct. 1861, 1866 (2014) (per curiam). "A genuine dispute of material fact 'exists for summary judgment purposes where the evidence, viewed in the light most favorable to the nonmoving party, is such that a reasonable jury could decide in that party's favor.'" Zann Kwan v. Andalex Grp. LLC, 737 F.3d 834, 843 (2d Cir. 2013) (quoting Guilbert v. Gardner, 480 F.3d 140, 145 (2d Cir. 2007)). The evidence adduced at the summary judgment stage must be viewed in the light most favorable to the non-moving party and with all ambiguities and reasonable inferences drawn against the moving party. See, e.g., Tolan, 134 S. Ct. at 1866; Caronia v. Philip Morris USA, Inc., 715 F.3d 417, 427 (2d Cir. 2013). All in all, "a 'judge's function' at summary judgment is not 'to weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial.'" Tolan...