Werner Enters., Inc. v. Picus S.A. De C.V.
| Decision Date | 23 March 2018 |
| Docket Number | Civil Action No. 5:14-CV-104 |
| Citation | 349 F.Supp.3d 545 |
| Parties | WERNER ENTERPRISES, INC., Plaintiff, v. PICUS S.A. DE C.V., et al., Defendants. |
| Court | U.S. District Court — Southern District of Texas |
Blair Ira Fassburg, Carlos Rincon, Pro Hac Vice, Sergio E. Chavez, Rincon Law Group PC, El Paso, TX, for Plaintiff.
Adolfo Campero, Jr., Campero Tamez PLLC, Laredo, TX, for Defendants.
Plaintiff, a Nebraska-based transportation company, alleges that nearly $600,000 worth of tequila was stolen from seven of its tractor-trailers over a several-month period in 2013. (Dkt. 1 at 6–7.) In its complaint, Plaintiff contends that it hired Defendants, a collection of Mexican transportation companies,1 to drive the tequila in Plaintiff's trailers from Nuevo Laredo, Mexico to Laredo, Texas. (Id. at 6.) Plaintiff's complaint alleges further that Defendants are liable for the thefts because the tequila was stolen while in their possession. (Id. at 6–7.)
Plaintiff raises four claims in its complaint: (1) a conversion claim, (2) a conspiracy-to-commit-conversion claim, (3) a breach-of-contract claim, and (4) a racketeering claim. (Id. at 7–12.) Plaintiff asserted its conversion claim against Defendants Picus, Indiana Transport, and Autotransportes. (Id. at 9.) It asserted its conspiracy-to-commit-conversion claim against all defendants. (Id. at 9–10.) And it asserted its breach-of-contract claim against Picus only. (Id. at 7–8.) Its racketeering claim has already been dismissed. (Dkt. 56.)
Now before the Court are five summary-judgment motions—two filed by Picus (Dkts. 108, 109), one by Indiana Transport (Dkt. 110), one by Autotransportes (Dkt. 111), and one by Plaintiff (Dkt. 126). Picus, Indiana Transport, and Autotransportes each filed summary-judgment motions addressing Plaintiff's conversion and conspiracy-to-commit-conversion claims together. Additionally, Picus and Plaintiff filed cross-motions exclusively addressing Plaintiff's breach-of-contract claim.
Plaintiff offers no substantive response to the arguments in the summary-judgment motions challenging its conversion and conspiracy-to-commit-conversion claims. Instead, Plaintiff states that it "formally withdraws" both of those claims. (Dkt. 115 at 1.)
But Plaintiff continues to press its breach-of-contract claim against Picus. Plaintiff argues that because the tequila was stolen while its trailers were in Picus's possession, Picus breached a document known as the "Interchange Agreement"—a 2005 contract governing the interchange of trailers between Picus and Plaintiff. (Dkt. 1 at 4, 7–8; Dkt. 108 at 2.) Plaintiff contends that Picus breached that contract in three ways: by (1) failing to operate Plaintiff's trailers with "due care and diligence so as to prevent ... theft" (Dkt. 1 at 8; Dkt. 108 at 38); (2) failing to indemnify Plaintiff for the stolen tequila (Dkt. 1 at 8; Dkt. 126 at 32); and (3) failing to maintain general liability insurance covering the tequila's theft (Dkt. 1 at 8; Dkt. 126 at 33).
Although Plaintiff and Picus disagree on much of the facts, they do agree that Transportes Innovativos, S.A. de C.V. ("Transportes"), another Mexican transportation company not involved in this lawsuit, first drove the tequila in Plaintiff's trailers from Jalisco, Mexico to a Picus-owned transportation facility in Nuevo Laredo. (Dkt. 108 at 3; Dkt. 114 at 2, 27-28.) But Plaintiff and Picus disagree about what happened next. Plaintiff contends that after Transportes delivered the tequila to Picus's facility in Nuevo Laredo, Picus took possession of the trailers and drove them across the border to Plaintiff's terminal in Laredo. (Dkt. 114 at 2–3.) According to Plaintiff, the tequila was stolen sometime after Picus crossed the border but before it delivered the trailers to Plaintiff. (See Dkt. 126 at 2.) Picus disagrees. It argues that Plaintiff lacks sufficient evidence to show that Picus ever possessed the tequila-laden trailers at all. (Dkt. 108 at 13; Dkt. 129 at 11–12.) Instead, Picus contends that one of the other transportation companies that operates out of its Nuevo Laredo facility drove the trailers across the border to Plaintiff's Laredo terminal and that the tequila was stolen while in that company's possession. (Dkt. 108 at 3, 13; Dkt. 129 at 11–12.)
Picus now argues that it is entitled to summary judgment on Plaintiff's breach-of-contract claim for three reasons: (1) the Interchange Agreement does not apply to the tequila shipments at issue in this case; (2) even if the Interchange Agreement did apply, Plaintiff also breached it and therefore cannot recover under it; and (3) Picus never possessed Plaintiff's trailers in the first place. Conversely, Plaintiff contends that it is entitled to summary judgment on its breach-of-contract claim because the undisputed facts show that the Interchange Agreement does apply to this case and that Picus breached it. Plaintiff argues further that Picus breached the agreement whether Picus transported the tequila across the border itself or hired another transportation company to perform that service.
Having carefully considered the papers submitted and for the reasons discussed below, the Court grants summary judgment in favor of Defendants on all of Plaintiff's remaining claims. With regard to Plaintiff's breach-of-contract claim, the Court concludes that the Interchange Agreement does not apply to the tequila shipments at issue in this case. Thus, the Court need not address whether either party fulfilled its obligations under the agreement or whether Plaintiff set forth sufficient evidence to show that Picus possessed the tequila-laden trailers in the first place.
Summary judgment is proper if "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). A fact is "material" if its resolution in favor of one party might affect the lawsuit's outcome. Sossamon v. Lone Star State of Tex. , 560 F.3d 316, 326 (5th Cir. 2009). A dispute as to a material fact is "genuine" if the evidence is such that a reasonable jury could return a verdict for the nonmoving party. Seacor Holdings, Inc. v. Commonwealth Ins. Co. , 635 F.3d 675, 680 (5th Cir. 2011) (citing Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ). In determining whether there is a genuine dispute of material fact, a court must consider the evidence in the light most favorable to the nonmovant, making all reasonable inferences in the nonmovant's favor. Distribuidora Mari Jose, S.A. de C.V. v. Transmaritime, Inc. , 738 F.3d 703, 706 (5th Cir. 2013).
The movant may satisfy its initial burden by merely showing that there is an absence of evidence to support the nonmovant's case. Celotex Corp. v. Catrett , 477 U.S. 317, 325, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The burden then shifts to the nonmovant to show the existence of a genuine fact issue for trial. Lincoln Gen. Ins. Co. v. Reyna , 401 F.3d 347, 349 (5th Cir. 2005) (citing Celotex , 477 U.S. at 321-25, 106 S.Ct. 2548 ). In doing so, the nonmovant must go beyond the pleadings and identify specific evidence in the record supporting its position. Littlefield v. Forney Indep. Sch. Dist. , 268 F.3d 275, 282 (5th Cir. 2001). It cannot preclude summary judgment by merely raising "some metaphysical doubt as to the material facts, conclusory allegations, unsubstantiated assertions, or ... only a scintilla of evidence." Avina v. JP Morgan Chase Bank, N.A. , 413 F. App'x 764, 767 (5th Cir. 2011) (per curiam) (quoting Little v. Liquid Air Corp. , 37 F.3d 1069, 1075 (5th Cir. 1994) ).
In its response to Defendants' summary-judgment motions, Plaintiff "formally withdr[ew]" its claims for conversion and conspiracy to commit conversion.2 (Dkt. 115 at 1.) Accordingly, the Court will grant Defendants' motions as to those two claims and dismiss both claims with prejudice.3 See Lea v. Wyeth LLC , 2011 WL 13192701, at *18 (E.D. Tex. Oct. 28, 2011) (); Bakhico Co. v. Shasta Beverages, Inc. , 1998 WL 25572, at *8, *13 (N.D. Tex. Jan. 15, 1998) ().
Picus's central argument in support of its summary-judgment motion challenging Plaintiff's breach-of-contract claim is that the Interchange Agreement does not apply to the tequila shipments at issue in this case. (Dkt. 108 at 10.) Specifically, Picus argues that the Interchange Agreement is inapplicable here because the shipments were outside the contract's scope. (Id. at 14–15.) Thus, in Picus's view, its obligations under the contract were never triggered. (Id. at 15.) For the reasons discussed below, the Court agrees.
Under Texas law, the interpretation of an unambiguous contract is a question of law for the court to decide. ACE Am. Ins. Co. v. Freeport Welding & Fabricating, Inc. , 699 F.3d 832, 842 (5th Cir. 2012). A contract is not ambiguous if its terms can be given "a definite or certain legal meaning" even if the parties to an agreement "proffer conflicting interpretations of a term." Id. A court's primary concern in construing a written contract is to ascertain the true intent of the parties as expressed in the instrument. Id. Courts should also "examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless."4
Paragraph three of the Interchange Agreement's "Basic Principles and Premises" section sets forth, in detail,...
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