Opinion
CASE NO, 3:02-cv-660-J-16TEM
May 5, 2003
ORDER
Before the Court is the Defendant B-Right Intermodal Transportation, Inc.'s ("B-Right") Motion for Judgment on the Pleadings (Dkt. 32) and supporting Memorandum of Law (Dkt. 33). The Plaintiff filed a Response (Dkt. 37) to the Defendant's Motion, which is made pursuant to Rules 12(c) and 12(h), Federal Rules of Civil Procedure.
The Plaintiff, Altadis USA, Inc. ("Altadis"), individually and on behalf of Gulf Insurance Company, filed a six-count Complaint (Dkt. 1) against the Defendants on July 9, 2002. In it, Altadis alleges counts for breach of bill of lading, breach of contract under a third-party beneficiary theory, breach of fiduciary duty, and conversion. Counts two through six deal specifically with B-Right, a trucking company that allegedly breached a contract to deliver cargo to Altadis in the State of Florida.
Altadis alleges that it contracted with Navieras to move a container of 2,505 cartons of cigars from Puerto Rico to Jacksonville, Florida and then on to Tampa, Florida. Navieras then contracted with in-land trucking company B-Right to move the cartons from Jacksonville to Tampa, but B-Right ultimately failed to deliver the cigars to Altadis in Tampa. Altadis alleges it was the third-party beneficiary of the contract between Navieras and B-Right and is therefore enabled to recover directly from B-Right on a breach of contract/bill of lading theory. Altadis alleges B-Right breached its duty of care by leaving the cigars unattended during transport, resulting in the theft of the cargo, B-Right subsequently breached its fiduciary duty by receiving settlement funds from its insurance company and then failing to deliver the funds to Altadis in compensation for its cargo. Altadis further alleges that this acceptance of settlement funds by B-Right from its liability insurance carrier and subsequent failure to pay the funds to Altadis has resulted in conversion.
B-Right filed an Answer to the Complaint (Dkt. 7) and now moves for judgment on the pleadings pursuant to Rule 12(c), Federal Rules of Civil Procedure. According to B-Right, it contracted directly with Navieras for the group portion of the transport of the cigars, and the goods were stolen by an unnamed and unknown third party. As such, B-Right claims it is an improperly named defendant in this action because it was only in privity with co-defendant Navieras and not with Altadis, meaning no liability can be found against B-Right on any of Altadis' claims.
B-Right moves this Court for dismissal, in the form of a motion for judgment on the pleadings, based on Altadis' alleged failure to state a claim upon which relief may be granted. The Court will not dismiss the Complaint for failure to state a claim unless B-Right demonstrates `"beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief" Harper v. Blockbuster Entertainment Corp., 139 F.3d 1385, 1387(11th Cir. 1998). cert. denied, 525 U.S. 1000.119 S.Ct. 509, 142 L.Ed.2d 422 (1998): quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80, 84 (1957). Moreover, the general rule in the Eleventh Circuit is that where a "more carefully drafted complaint might state a claim, a plaintiff must be given at least one chance to amend the complaint before the district court dismisses the action with prejudice," Bank v. Pitt, 928 F.2d 1108, 1112 (11th Cir. 1991). In evaluating the sufficiency of the Complaint for purposes of dismissal, the allegations of the Complaint must be accepted as true. Hishon v. King Spalding, 467 U.S. 69, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984).
A motion for judgment on the pleadings pursuant to Rule 12(c), Federal Rules of Civil Procedure, proves that after pleadings are closed (i.e., an answer has been filed), any party may move for judgment on the face of the pleadings. The standard of review is similar to that for a motion to dismiss, as it must be apparent to the Court that there are no issues of material fact such that only questions of law exist. See Corrigan v. Methodist Hospital, 158 F.R.D. 70, 71 (E.D. Pa. 1994). The Court reviews the pleadings, as well as any judicially-noticed facts, to determine whether material facts are in dispute. See Horsley v. Rivera, 292 F.3d 695, 700 (11th Cir. 2002). If upon reviewing the pleadings it is clear that the plaintiff would not be entitled to relief under any set of facts that could be proved consistent with the allegations in the complaint, dismissal is appropriate. See id.; see White v. Lemacks, 183 F.3d 1253, 1255 (11th Cir. 1999). Moreover, in ruling on a motion for judgment on the pleadings, a court is required to view the facts presented and all reasonable inferences to be drawn therefrom in the light most favorable to the nonmoving party. See Corrigan, 158 F.R.D. at 71;Cannon v. City of West Palm Beach, 250 F.3d 1299, 1301 (11th Cir. 2001).
In this case, B-Right argues that Altadis was in contractual privity with Navieras for the shipment of the cigars, and that B-Right was in privity with Navieras for ground shipment of the cigars from Jacksonville to Tampa, but that Altadis was not in contracual privity directly with B-Right in order to impose contractual or fiduciary liability on B-Right. According to B-Right, liability also cannot be grounded on an implied contract, because "none of the contractual dealings were between the plaintiff and defendant." Dkt. 33, pg. 3. It claims it is not liable as a "consignor" under federal law because it had nothing to do with the contract between Altadis and Navieras, but was instead a party to a completely separate contract for the last leg of the shipment of the goods to Altadis in Tampa.
Altadis counters by pointing out that B-Right does not dispute that it was the connecting carrier to transport the goods to Altadis in Tampa, and that the goods were stolen in transit, ultimately resulting in a payment of more than $375,000 from B-Right's cargo liability insurer to B-Right for loss of the cargo intended for Altadis. Dkt. 37, pp. 1-2. As such, Altadis alleges that is has stated causes of action against B-Right for breach of contract of carriage, third party beneficiary breach of contract, negligence, breach of a fiduciary relationship arising out of a constructive trust, and conversion. Altadis therefore urges this Court to deny B-Right's Motion because it is liable as an overland carrier under federal law and as a third-party benefactor to Altadis, and because it owes a fiduciary duty to Altadis as the contractive trustee of the funds it received from its cargo liability insurance carrier.
The Court holds that dismissal on the face of the pleadings is inappropriate as Altadis has stated claims against B-Right under contractual theories and under a theory of fiduciary duty. Federal law governs interstate shipments such as this one from Puerto Rico to the United States, and the parties do not appear to dispute that the overland portion of the shipment is governed by 49 U.S.C. § 14706, otherwise known as the Carmack Amendment, which subjects the carrier that issues the bill of lading to contractual liability, along with "any other carrier that delivers the property and is providing transportation or service." See also Project Hope v. M/V EBN SINA, 250 F.3d 67, 75-76 (2nd Cir. 2001) (discussing application of Carmack Amendment to motor carrier transport that is exclusively intrastate). This liability is for actual loss or injury to the property caused by the overland delivering carrier.
B-Right is therefore potentially liable for the loss of Altadis `property under its bill of lading with Navieras, pursuant to 49 U.S.C. § 14706.Compare Thunderbird Motor Freight Lines. Inc. v. Seaman Timber Co., Inc., 734 F.2d 630, 632-33 (11th Cir. 1984) (seller not liable for unpaid shipping charges where purchaser of lumber contracted directly with plaintiff trucking firm for delivery, meaning the purchaser also became the shipper, and there was no contract between the seller and the trucking company for shipment). The Complaint alleges liability pursuant to the bill of lading that created a common enterprise between the Defendants to transport the goods to Altadis, and as such the Complaint, filed pursuant to federal maritime law, properly brings federal statutory transportation law into play.
Altadis is essentially alleging that Navieras' contract with B-Right created a "common enterprise" under the bill of lading, under which Altadis was the ultimate third-party beneficiary, with Navieras responsible for the ocean portion of shipping and B-Right responsible for overland shipping. See, e.g., Fruit of the Loom v. Arawak Caribbean Line, Ltd., 126 F. Supp.2d 1337, 1341-43 (S.D. Fla. 1998) (applying "intermodal" or "through" bill of lading clause to land carrier, as contract applied to both carriage by sea and land, and holding that "[w]hen a Bill of Lading is issued to destination, it is a through bill and all connecting carriage is subject to its terms"); Florida East Coast Railway Co. v. Beaver Street Fisheries. Inc., 537 So.2d 1065, 1069-70 (Fla. 1st DCA 1989) (reasoning that carrier is liable for damage to goods occurring during its portion of transportation). The Court agrees that such a "through bill of lading" can create a contractual relationship among all paries to the shipping arrangement, thereby potentially subjecting connecting carriers such as B-Right to liability for breach of the bill of lading. See also Tokio Marine Fire Insurance Co., Ltd. v. Hyundai Merchant Marine Co., Ltd., 717 F. Supp. 1307, 1309 (N.D. Ill. 1989); Marine Office of America Corp. v. NYK Lines, 638 F. Supp. 393, 398 (N.D. Ill. 1985) (discussing determination of whether contract is a "through bill of lading" as a question of fact to be determined through analysis of a number of factors). Judgment on the pleadings is therefore inappropriate in this case.
Moreover, federal courts have held that where a contract — in this case, a bill of lading — is clear, a third party such as Altadis can be a third party beneficiary to the contract even through it is not expressly a party to the contract. See Fruit of the Loom, 126 F. Supp.2d at 1342-43 (reasoning that parties to a bill of lading can extend a contractual benefit to a third party by clearly expressing their intent to do so); Tokio Marine, 717 F. Supp. at 1309 (same). In other words, similar to the common law of contracts, it is possible for a third party to be the direct beneficiary of a contract and therefore claim damages for its breach — i.e., the loss of Altadis' cargo in this case. Furthermore, Altadis has alleged that it is entitled to the benefits of B-Right's insurance proceeds recovered due to the loss of cargo intended for Altadis, under a breach of fiduciary duty/constructive trust theory. Under these circumstances, the Court cannot say that the material facts are undisputed and that the law compels a judgment in favor of B-Right based solely on the pleadings. The Defendant's Motion must therefore be denied.
Accordingly, upon due consideration, B-Right Intermodal Transportation, Inc.'s Motion for Judgment on the Pleadings (Dkt. 32) is hereby DENIED.
DONE AND ORDERED in Chambers.