Ryder Truck Lines, Inc. v. Goren Equipment Co.

• Decision Date: 20 December 1983
• Docket Number: Civ. A. No. C82-1351A.
• Citation: 576 F. Supp. 1348
• Parties: RYDER TRUCK LINES, INC., Plaintiff, v. GOREN EQUIPMENT CO., INC., Defendant.
• Court: U.S. District Court — Northern District of Georgia

576 F. Supp. 1348

RYDER TRUCK LINES, INC., Plaintiff, v. GOREN EQUIPMENT CO., INC., Defendant.

Civ. A. No. C82-1351A.

United States District Court, N.D. Georgia, Atlanta Division.

December 20, 1983.

COPYRIGHT MATERIAL OMITTED

COPYRIGHT MATERIAL OMITTED

Robert N. Dokson, Atlanta, Ga., for plaintiff.

Ronald S. Stevens, Atlanta, Ga., for defendant.

ORDER OF COURT

HORACE T. WARD, District Judge.

This is a diversity action in contract for collection of money owed to plaintiff arising out of a contract between the plaintiff and the defendant dated January 29, 1982 (hereinafter "The Contract") for the sale of used diesel engines by the plaintiff to the defendant. Defendant has filed a counterclaim in this action alleging actionable fraud and duress in the creation of the contract, in effect claiming that the contract is unenforceable for the foregoing reasons, and therefore it should be relieved of any obligations thereunder. This matter is currently before the court on the plaintiff's motion to amend the complaint and on plaintiff's motion for summary judgment.

MOTION TO AMEND COMPLAINT

Plaintiff has moved to amend its complaint to add the following paragraph 10 to Count 1 of its complaint:

10.

Pursuant to the provisions of a "Stipulation and Agreement" executed by the parties, through their respective counsel, on July 20, 1982, plaintiff is entitled to a retaking credit of $72,000.00, less any claims plaintiff may have or costs or expenses of said retaking under the contract between the parties.

Plaintiff further seeks to amend the complaint by striking subparagraph (b) of the prayer for relief of Count 1 and by replacing it with the following:

(b) The Plaintiff be awarded judgment against the defendant in the amount of $181,125.00, plus costs or expenses of retaking twenty-four engines pursuant to the Stipulation and Agreement between the parties dated July 20, 1982, together with interest as provided in the Agreement and as provided by applicable law.

Plaintiff states that the parties herein entered into a Stipulation and Agreement relating to the retaking of certain of the engines at issue in this litigation. The Stipulation called for a "retaking credit" for any engines retaken by plaintiff, the amount of which retaking credit was to be agreed upon jointly between a representative of plaintiff and a representative of defendant. Pursuant to the provisions of paragraph 7 of the Stipulation and Agreement, plaintiff states that it is obligated to amend its complaint to reflect the "retaking credit."

For good cause shown, and there being no objections filed by the defendant, it is hereby ORDERED that plaintiff's motion to amend the complaint is GRANTED.

MOTION FOR SUMMARY JUDGMENT

Count 1 of the plaintiff's complaint seeks recovery in contract for amounts owed by the defendant to the plaintiff in connection with the sale of seventy-five (75) used diesel engines. Count 2 of the complaint seeks the appointment of a receiver. Plaintiff has moved for summary judgment as to Count 1 of the complaint and as to defendant's counterclaim which alleges fraud and duress in the creation of the contract.

Based on the briefs of both counsel and the documents submitted in support of or in opposition to the plaintiff's motion for summary judgment, the court makes the following:

FINDINGS OF FACT

1.

Ryder Truck Lines, Inc. (hereinafter "Ryder") is a Florida corporation with its headquarters in Jacksonville, Florida. Ryder is engaged in various trucking enterprises, including, but not limited to, interstate trucking and freight delivery. As a consequence of its trucking enterprises, Ryder sometimes has used truck engines for sale to purchasers of such products, as in this particular case.

2.

Defendant Goren Equipment Company, Inc. (hereinafter "Goren") is a Georgia corporation with its principal place of business at Mableton, Georgia in the Northern District of Georgia. Goren is in the business, inter alia, of buying and selling used truck engines and engine parts from companies like Ryder for resale to other trucking industry companies in the United States and internationally.

3.

At some time around May, 1981, Ryder and Goren entered into an agreement for Ryder to sell to Goren eighty-nine (89) Detroit Diesel Engines, model no. 8V-71N for a price of $3,750.00 per engine. During the course of delivery of the engines under this agreement some problems arose and Goren became dissatisfied with the engines being provided under the Agreement. Specifically, Goren claimed that many of the engines being provided had mileage in excess of what Goren had been told; and further, Goren claimed that the warranties given by Detroit Diesel, the engines' manufacturer, applicable to each engine were not sufficient because these warranties were not applicable outside the United States and Goren intended to sell the engines in Mexico.

4.

Goren brought its dissatisfaction to the attention of Ryder during the Fall of 1981. During this same time period Goren fell behind in payments. Thereafter, from approximately October, 1981 until January, 1982, Goren and Ryder engaged in negotiations to revise the May 1981 agreement so as to resolve these points of possible conflict amicably. During these negotiations Goren made a proposal to Ryder for a readjustment of the agreement, but Ryder rejected Goren's proposal. Thereafter, Ryder sent to Goren a counterproposal which after further negotiations was agreed to and entered into as a new agreement dated January 29, 1982 ("the Contract"). The Contract reduced the engine prices for all engines still to be delivered from $3,750.00 per engine to $3,000.00 per engine as a way to redress Goren's complaints.

5.

The Contract contained provisions, inter alia, relating to:

(a) the assets purchased (¶ 1);

(b) the price and existing indebtedness from the prior agreement (¶ 2) (c) the reason for entering into the new Contract to waive or remedy any defaults in the earlier agreement (Preamble);

(d) lack of any warranties except those outstanding from Detroit Diesel (¶ 5);

(f) default and remedies thereon, including provisions for acceleration, collection of interest, attorneys fees and liquidated damages (¶¶ 7 and 8);

(g) applicability of Florida law (¶ 9); and

(h) the entirety of the agreement with no other promises and representations (¶ 10).

6.

All of the engines provided under the Contract were delivered by Ryder to Goren. At the time of filing of this lawsuit, Goren had possession of approximately 29 of these engines, while 46 had been sold to buyers in Mexico.

7.

As recited in the Contract, Goren had made two payments totalling $37,500.00 for engines delivered prior to the execution of the Contract. Thereafter, Goren made one payment on the Contract after January 29, 1982 ($28,125.00 received on March 12, 1982) but failed to make any further payments despite demands to do so by Ryder. Thereupon, on April 30, 1982, Mr. Donald Braddock, Jacksonville, Florida counsel for Ryder, wrote a certified letter to Goren accelerating the debt and demanding payment.

8.

Negotiations continued between Ryder (or its counsel) and Goren for several months during which time Goren kept promising to make payments under the Contract as soon as possible. When by June of 1982, payment still was not forthcoming, Ryder authorized this suit, which was commenced on June 29, 1982.

9.

Following the filing of this lawsuit, the parties entered into an agreement under which Ryder retook possession on July 22, 1982 of 24 of the engines still in the possession of Goren, and gave Goren a "retaking credit" of $72,000.00 less expenses of retaking those engines. The retaking costs to Ryder were $5,343.01 leaving a net credit of $66,656.99.

10.

The amount initially owed under the Contract was $206,250.00. However, the Contract specifically includes a liquidated damages provision which calls for a judgment amount of $281,250.00 less payments made as set out in paragraph 2 of the agreement. Also, Goren has admitted that it owes Ryder $1,475.00 on open account outside the Contract.

11.

Paragraph 8(c) of the Contract provides that where Ryder obtains a judgment for the amount of the purchase price remaining unpaid under this agreement, the interest shall be calculated at the highest rate allowed by Florida law on such delinquent payments from the date they are due to the date of collection. The highest rate allowed by Florida law is 18%. Therefore, the interest due is calculated as follows:

                     (a) 15 days for delinquency on Feb
                   25th installment (received March 12,
                   1982) - 18% on $28,125 for 15 days
                   equals                                                $208.04
                                                                         _______
                     (b) 36 days for delinquency on
                   March 25th installment until date of
                   acceleration (April 30, 1982) - 18% on
                   $28,125 for 36 days equals                            $499.31
                                                                         _______
                     (c) 5 days for delinquency on April
                   25th installment until date of acceleration
                   (April 30, 1982) - 18% on
                   $150,000 for 5 days equals                            $369.86
                                                                         _______
                     (d) 83 days for delinquency on the
                   total Contract accelerated balance of
                   $178,125 per Paragraph 8(c) of the
                   Contract1 - from April 30, 1982 until
                   July 22, 1982 (the day of retaking the
                   24 engines) - 18% on $178,125 for 83
                   days equals                                         $7,290.92
                                                                       _________
                     (e) 516 days for delinquency on
                   balance of $111,468.01 after net
                   credit for retaking twenty-four (24)
                
                

                   engines from July 22, 1982 until December
                   20, 1983 - 18% on $111,468.01
                   for 516 days equals                                $28,364.79
                                                                      __________
                     (f) $54.97 per

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