Thavian Ford v. Big Daddy Drayage LLC
Filing
UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 9:13-cv-00175-SB Copies to all parties and the district court/agency. [999308794].. [13-1873]
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 1 of 7
UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 13-1873
THAVIAN FORD,
Plaintiff – Appellee,
v.
BIG DADDY DRAYAGE LLC,
Defendant - Appellant.
Appeal from the United States District Court for the District of
South Carolina, at Beaufort.
Solomon Blatt, Jr., Senior
District Judge. (9:13-cv-00175-SB)
Submitted:
January 16, 2014
Decided:
March 5, 2014
Before NIEMEYER, SHEDD, and DIAZ, Circuit Judges.
Affirmed by unpublished per curiam opinion.
Ryan D. Gilsenan, David S. Yandle, WOMBLE CARLYLE SANDRIDGE &
RICE, PLLC, Charleston, South Carolina, for Appellant. Tom
Johnson, Warren Johnson, LAW OFFICE OF DARRELL THOMAS JOHNSON,
JR., LLC, Hardeeville, South Carolina; Algernon G. Solomons,
III, SPEIGHTS & RUNYAN, Hampton, South Carolina, for Appellee.
Unpublished opinions are not binding precedent in this circuit.
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 2 of 7
PER CURIAM:
Big
Daddy
Drayage
LLC,
(“BDD”)
appeals
from
the
district court’s order denying its motion to dismiss Thavian
Ford’s
breach
of
contract
complaint
on
the
basis
of
a
forum-selection clause in another contract requiring litigation
in New Jersey.
BDD argues that the two contracts are
related.
We affirm.
Ford was an independent contractor for BDD pursuant
to
the
terms
of
a
written
Independent
Contractor
Agreement
(“ICA”) that Ford and BDD entered into in September 2008 and
renewed in 2011. 1
of a vehicle.
The ICA makes no mention of the lease or sale
The ICA expressly establishes Newark, New Jersey,
as the exclusive forum for resolving any disputes “arising from
or related to this agreement.”
In addition, the ICA provides
that the “Agreement contains the entire understanding between
the parties relating to the transaction contemplated by this
Agreement.
All
prior
contemporaneous
agreements
.
.
.
are
merged in this Agreement and shall be of no further force or
effect.”
1
The parties provide the 2011 renewal but not the original
2008 contract.
It is unclear whether the terms of the renewal
contract were similar or identical to the original contract.
Nonetheless, the parties rely exclusively on the 2011 contract.
2
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 3 of 7
Also in September 2008, Ford and BDD entered into a
Lease to Purchase Agreement, (“LPA”) whereby Ford paid monthly
installments toward the ownership of a tractor supplied by BDD.
In a paragraph entitled “Contractor Status,” the LPA provides
that “[a]t all times during the term of this Agreement, Lessee
agrees to be under contract to [BDD] . . . under the terms if of
an Independent Contract Agreement.
If, at any time during the
term of this Agreement, Lessee is not under contract with [BDD],
this Agreement shall terminate immediately.” 2
The LPA does not
contain a forum-selection clause.
In January 2013, Ford filed a class action complaint
against BDD in the District of South Carolina, averring that he
and other drivers had fully paid for their vehicles but BDD
refused to transfer title or refund payments.
BDD sold automobiles in South Carolina.
Ford stated that
The complaint does not
include allegations regarding the employment practices of BDD,
nor does it mention the ICA.
BDD filed a motion to dismiss and/or to transfer venue
to New Jersey, based upon the forum-selection clause in the ICA.
2
This odd language (“if of” and “Independent Contract
Agreement” instead of “Independent Contractor Agreement”) is
termed a scrivener’s error by Appellant. Appellee, on the other
hand, argues that the language renders the clause “unclear.”
The district court cited this language in determining that the
contract was ambiguous.
3
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 4 of 7
The district court denied the motion to dismiss, finding that
the forum-selection clause in the 2011 ICA does not apply to
Ford’s claims arising out of the 2008 LPA.
The court ruled
that, “at best,” the language is unclear and that any ambiguity
should
be
construed
against
the
drafter,
BDD.
The
district
court certified the matter for an interlocutory appeal, pursuant
to
28
ground
U.S.C.
for
1292(b),
difference
noting
of
that
there
opinion.”
was
BDD
a
then
“substantial
applied
for
permission to appeal in this court, which we granted.
A motion to dismiss based on a forum-selection clause
should be treated as a Rule 12(b)(3) motion to dismiss based on
improper venue.
Sucampo Pharm., Inc. v. Astellas Pharma, Inc.,
471 F.3d 544, 550 (4th Cir. 2006).
ruling on such a motion de novo.
The
rules
of
We review a district court’s
Id.
contract
construction
determine the intent of the parties.
are
designed
to
Goldston v. State Farm
Mut. Auto. Ins. Co., 594 S.E.2d 511, 518 (S.C. Ct. App. 2004).
Under
South
Carolina
law, 3
where
a
contract
is
clear
and
unambiguous, a court should rely on the plain language of the
contract, “interpret[ing] its lawful meaning and the intent of
3
Ford cites South Carolina law without analyzing its
applicability, and BDD cites only to federal case law without
analyzing the choice-of-law issue.
We conclude that South
Carolina law, the state where the contract was presumably made
and performed, is applicable.
4
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 5 of 7
the parties as found within the agreement.”
Cooper,
543
S.E.2d
271,
274
(S.C.
Ct.
Smith-Cooper v.
App.
2001);
see
also
Jordan v. Sec. Group, Inc., 428 S.E.2d 705, 707 (S.C. 1993).
A
contract is ambiguous if it could be understood in more ways
than one, if its terms are indefinite, or if it could have a
double meaning.
Estate of Revis v. Revis, 484 S.E.2d 112, 116
(S.C.
1997).
Ct.
App.
Where
a
contract
is
found
to
be
ambiguous, a court may look outside the four corners of the
document
to
Ambiguities
Wheeler
v.
determine
should
be
Dynamic
the
intent
construed
Eng’g,
Inc.,
of
the
parties.
against
the
62
634,
F.3d
drafter.
638
(4th
Id.
See
Cir.
1995).
In their briefs, the parties essentially dispute the
applicability of two cases to the instant proceedings: Sucampo
and Drews Distrib., Inc. v. Silicon Gaming, Inc., 245 F.3d 347
(4th Cir. 2001).
Both of these cases found that two contracts
were related for the purposes of ruling that a clause in one
contract
applied
to
the
other.
We
find
the
instant
case
materially different from both Sucampo and Drews and conclude
that the district court correctly found that the LPA is not
governed
by
the
forum-selection
clause
in
the
ICA.
Specifically, unlike the instant case, the contract with the
forum-selection
clause
in
Sucampo
was
signed
before
the
agreement at issue--an agreement specifically executed “under”
5
Appeal: 13-1873
Doc: 22
the first.
contract
Filed: 03/05/2014
Pg: 6 of 7
See Sucampo, 471 F.3d at 546–47.
with
the
forum-selection
And in Drews, the
clause
included
a
merger
clause specifically excepting the agreement at issue so it would
remain in force.
Here,
Drews, 245 F.3d at 348–49.
besides
the
fact
that
BDD
would
only
lease
tractors to its own independent contractors, Ford’s ICA and LPA
are entirely separate.
Moreover, the LPA does not reference a
specific independent contractor agreement nor state that the LPA
is governed by any such agreement; instead, the LPA merely (and
somewhat ambiguously) states that Ford had to be working under
contract
with
BDD
in
order
for
the
LPA
to
be
in
effect.
Furthermore, Ford’s ICA--the contract with the forum-selection
clause--does
not
require
or
even
mention
a
lease-to-purchase
agreement, and the LPA was not explicitly executed pursuant to
the ICA.
BDD, the drafter of both contracts, did not attempt to
incorporate the LPA into the ICA or except the LPA from the
operation of the ICA’s merger clause.
Given that the merger
clause applies to the entirety of the “transaction contemplated
by this Agreement,” the LPA must then be neither contemplated by
nor related to the Agreement.
If it were, the merger clause’s
failure to except the LPA would have voided the LPA, and neither
party argues that the LPA was void.
6
Finally, as the district
Appeal: 13-1873
Doc: 22
Filed: 03/05/2014
Pg: 7 of 7
court found, the language referencing a “contract agreement” in
the LPA is ambiguous.
Given
the
material
differences
between
the
instant
case and Sucampo and Drews, and the fact that BDD drafted the
agreements in question, the district court correctly ruled that
the
ICA’s
current
conflict
affirm.
legal
before
forum-selection
arising
clause
out
of
is
the
not
applicable
LPA.
to
Accordingly,
the
we
We dispense with oral argument because the facts and
contentions
the
court
are
adequately
and
argument
presented
would
not
in
aid
the
the
materials
decisional
process.
AFFIRMED
7
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?