Western Overseas Corporation v. Transflor Ltd., No. CPU4-09-001257. (Del.Gen.Sess. 9/14/2009), C.A. No. CPU4-09-001257.

Decision Date14 September 2009
Docket NumberC.A. No. CPU4-09-001257.
PartiesWESTERN OVERSEAS CORPORATION, Plaintiff, v. TRANSFLOR LTD., Defendant.
CourtCourt of General Sessions of Delaware

James F. Bailey Jr., Esquire, Wilmington, DE, Attorney for Plaintiff.

John V. Work, Esquire, Wilmington Delaware, Attorney for Defendant.

DECISION AFTER TRIAL

ROCANELLI, J.

This is a breach of contract/debt action. Plaintiff Western Overseas Corporation ("Western Overseas") alleges Defendant Transflor Ltd., ("Transflor") failed to pay certain invoices for services provided. Transflor admits it had a contract with Western Overseas and also admits it owes Western Overseas money for services rendered, but contests the amount due and owing. Trial was held on August 31, 2009, and the Court reserved decision. This is the Court's decision after trial.

Western Overseas is an international freight forwarder and customs broker. Transflor is a wholesale importer and supplier of fresh-cut flowers. Western Overseas and Transflor entered into a contract whereby Western Overseas would receive payment from Transflor for clearing Transflor's imported flower shipments through government agencies such as the United States Customs Service and the United States Department of Agriculture.

Western Overseas alleges Transflor breached its contract with Western Overseas by failing to pay for brokerage services provided in the amount of $17,147.48. Anthony Castrovillo, the Regional Vice-President of Western Overseas, testified regarding Western Overseas' general operating procedure providing customs clearance services and its billing procedures. Through Castrovillo, Western Overseas presented evidence of its contract with Transflor, the services provided, and the invoices submitted to Transflor. Western Overseas contends there are several unpaid invoices totaling $17,147.48 which are the subject of this lawsuit.1

The business relationship between Western Overseas and Transflor has existed since as early as August 2003. Transflor made so-called "bulk payments" to Western Overseas that did not correspond to any particular invoice. Western Overseas attributed the payments made by Transflor to the oldest outstanding invoice first.

John Goeb, President and founder of Transflor, testified regarding invoices received from Western Overseas and payments made by Transflor. Goeb conceded Transflor owes money to Western Overseas pursuant to the contract but rejects the amount Western Overseas claims is owed. Rather, according to Goeb, Transflor owes $4,636.95 to Western Overseas.2

Both parties testified regarding the importance of the on-going relationship between Western Overseas and Transflor. It was necessary for Transflor promptly to move its imported perishable fresh-cut flowers through United States Customs Service and the United States Department of Agriculture. Goeb explained he therefore made payments on behalf of Transflor regardless of any dispute about outstanding invoices. Goeb also conceded Transflor had an incompetent accountant at a certain point in the business relationship between Western Overseas and Transflor. In or about 2005, Goeb assumed responsibility for accounting at Transflor.

As the plaintiff, Western Overseas has the burden of proof to establish a breach of contract by a preponderance of the evidence. First, Western Overseas must establish a contract existed. Second, Western Overseas must establish Transflor breached an obligation imposed by the contract. Finally, Western Overseas must prove it suffered damages as a result of Transflor's breach.3

There is no dispute the parties entered into a binding...

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