Sea Link Cargo Services Inc. v. Marine Centre Inc.

Filing 511137459

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Sea Link Cargo Services Inc. v. Marine Centre Inc. Doc. 511137459 Case: 09-30447 Document: 00511137459 Page: 1 Date Filed: 06/09/2010 IN THE UNITED STATES COURT OF APPEALS United States Court of Appeals FOR THE FIFTH CIRCUIT Fifth Circuit FILED June 9, 2010 N o . 09-30447 Lyle W. Cayce Clerk S E A LINK CARGO SERVICES INC., P la in t if f- A p p e l le e Cross-Appellant v. M A R IN E CENTRE INC., D e fe n d a n t -A p p e lla n t Cross-Appellee A p p e a l from the United States District Court for the Eastern District of Louisiana U S D C No. 2:08-CV-1452 B e fo r e GARWOOD, STEWART, and CLEMENT, Circuit Judges. P E R CURIAM:* B o t h Sea Link Cargo Services Inc. ("Sea Link") and Marine Centre Inc. ("M C I" ) appeal the district court's judgment entered after a bench trial. We a ffir m in part, vacate in part, and remand. This maritime contract dispute involves the subcharter of several barges. S e a Link chartered the vessels from Canal Barge Company ("Canal Barge") and s u b ch a rt e r e d them to MCI at a daily rate of $250 per barge. 1 MCI used the Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5TH CIR. R. 47.5.4. 1 * The daily charter rate was later increased to $350 per barge. Case: 09-30447 Document: 00511137459 Page: 2 Date Filed: 06/09/2010 No. 09-30447 v e s s e ls in the "mud trade" until they were damaged, after which MCI used them t o haul pipe. Sea Link permitted MCI to ply the damaged barges in the "pipe t r a d e " for about five months, and then recalled the barges pursuant to Section 9 of the charter party agreement,2 though Sea Link allowed MCI to perform one m o r e pipe transfer before returning the vessels. Under Section 8 of the charter party agreement,3 MCI was required to r e p a i r the vessels and return them to Sea Link in like condition once they were r e c a lle d . The agreement further provided that the vessels were to remain "onh ir e status" until any repairs were completed to the satisfaction of the owner, C a n a l Barge Company. Due to complications with MCI's insurer,4 the vessels w e r e fleeted and were not repaired for several months. While the vessels were fle e t e d , MCI asked to use the vessels to haul pipe. Sea Link denied this request a n d continued to bill MCI the daily charter rate until the vessels were repaired. M C I did not pay, and Sea Link sued to recover the daily "on-hire" fee for this p e r i o d . MCI counterclaimed, alleging, inter alia, that Sea Link breached the c h a r te r party agreement by not allowing it to use the barges while they were a w a itin g repair. 2 "On-hire period - approx. Thirty days with five days [sic] notice of return." "Any damages to barges tendered while on-hire status will be the responsibility of MCI to return barges in like conditions as presented prior to on-hire status. If barges require repair, barges will remain on-hire status until repairs are completed to satisfaction of barge owners." MCI's insurer would not immediately release funds for the repairs because it determined that the extent of damages to the vessels made it likely that the barges would be considered a "constructive loss." MCI attributes this insurance hold up to Sea Link because Sea Link failed to inform it that the barges had increased in value. The district court concluded that any damage to the vessels predated the increase in the vessels' value and that there was no causal link between Sea Link's failure to inform MCI of the increased value and any insurance delays. MCI contests these findings on appeal but has not shown them to be clearly erroneous. See In re Mid-South Towing Co., 418 F.3d 526, 531 (5th Cir. 2005) (stating that this court reviews factual determinations made in a bench trial for clear error). 4 3 2 Case: 09-30447 Document: 00511137459 Page: 3 Date Filed: 06/09/2010 No. 09-30447 A f te r a bench trial, the district court found that Sea Link was entitled to $ 2 2 8 ,5 5 0 in unpaid daily charter hire payments less a $29,009.61 offset for u n p a id towing services fees it owed MCI. The court rejected MCI's argument t h a t Sea Link failed to mitigate damages by not allowing MCI to use the barges w h ile they were fleeted. It denied each party's request for attorney's fees and a w a r d e d prejudgment interest to Sea Link from the date of judicial demand. B o th parties appealed. When reviewing a bench trial, we review factual determinations for clear e r r o r and legal issues de novo. In re Mid-South Towing Co., 418 F.3d 526, 531 (5 th Cir. 2005). The meaning of "on-hire" in Section 8 of the charter party agreement is the c e n tr a l dispute in this case. Charter party agreements are subject to the general r u le s of contract interpretation. See Marine Overseas Servs., Inc. v. Crossocean S h ip p in g Co., 791 F.2d 1227, 1234 (5th Cir. 1986). MCI argues that "on-hire" is a m b ig u o u s and should be interpreted in its favor and against Sea Link, the d r a f te r of the agreement. According to MCI, "on-hire" could be interpreted to m e a n that while it is required to pay the daily charter fee, it is entitled to use t h e vessels. Because Sea Link would not allow MCI to use the vessels while they w e re fleeted, awaiting repair, MCI argues that Sea Link took the vessels "offh ir e ," or, in the alternative, that Sea Link breached its obligations under the c h a r te r party agreement during this time. This is not a reasonable interpretation of "on-hire" that could be applied c o n s i s te n t ly throughout the agreement. See Chembulk Trading LLC v. Chemex L t d ., 393 F.3d 550, 555 n.6 (5th Cir. 2004) (stating that a charter party a g r e e m e n t is not ambiguous when it "can be given only one reasonable in t e r p r e t a t io n ." ). MCI's interpretation fails to make sense of Section 8's p r o v is io n that the vessels remain "on-hire status until repairs are completed." I f "on-hire" means "available for use," then Section 8 would contradict itself; the 3 Case: 09-30447 Document: 00511137459 Page: 4 Date Filed: 06/09/2010 No. 09-30447 v e s s e ls cannot be undergoing repair work at a repair facility and be available for u s e at the same time. The better reading of the charter party agreement, a d o p t e d by the district court below, is that MCI's right to use the vessels ceased a ft e r Sea Link gave the required notice under Section 9, and that MCI was o b lig a t e d to pay the daily charter rate until MCI had the vessels repaired to the con d ition they were in before the charter.5 Unlike MCI's proffered interpretation, t h is reading harmonizes both Section 9's requirement that the "on-hire period" e x p ir e s after Sea Link gives notice for return and Section 8's provision that the v e s s e ls remain "on-hire" until repairs are completed. See Transco Exploration C o . v. Pac. Employers Ins., Co., 869 F.2d 862, 864 n.2 (5th Cir. 1989) (instructing t h a t in contract interpretation, the court must, "where possible, construe the w o r d s so as to harmonize all while rendering none superfluous"). MCI's argument that Sea Link failed to mitigate its damages by not a llo w in g MCI to use the vessels while they were fleeted essentially reasserts its c la im that Sea Link breached the charter party agreement and relies on the s a m e misreading of the "on-hire" provision. That Sea Link was required to m it ig a t e its damages is uncontroverted. See Domar Ocean Transp., Ltd. v. I n d e p . Refining Co., 783 F.2d 1185, 1191 (5th Cir. 1986).6 But permitting MCI t o use the barges would not have mitigated Sea Link's damages. MCI actually c o m p l a in s that Sea Link failed to mitigate MCI's damages; MCI had to charter a d d it io n a l barges to replace the fleeted Sea Link vessels and is disgruntled that it had to pay charter fees for both sets of barges. Had Sea Link breached the 5 MCI asserts that the district court erroneously relied on privileged attorney-client communications in reaching its interpretation of the "on-hire" provision. Even if the district court did rely on privileged statements, any error would be harmless. The district court's interpretation is the only reasonable interpretation of the agreement's plain language. Domar held that a "vessel owner," in this case analogous to Sea Link, the subcharterer, "is required to mitigate damages and may not recover damages for losses resulting from [its] failure to use reasonable measures to halt the progress of damage." 783 F.2d at 1191 (quotation omitted). 6 4 Case: 09-30447 Document: 00511137459 Page: 5 Date Filed: 06/09/2010 No. 09-30447 c h a rt e r party agreement, MCI's damages would be relevant. But, as noted, M C I's right to use the vessels ceased when Sea Link gave notice of return. Both parties mistakenly argue that they are entitled to attorney's fees u n d e r the Louisiana Open Account Statute, LA. REV. STAT. 9:2781. This is a m a r it im e contract dispute, and "[m]aritime disputes generally are governed by t h e `American Rule,' pursuant to which each party bears its own costs." Texas A & M Research Found. v. Magna Transp., Inc., 338 F.3d 394, 405 (5th Cir. 2003). W e have previously held that a different state attorney's fees statute did not a p p ly in a maritime case. Id. at 406. Neither party advances a persuasive r e a s o n to reach a different result in connection with the Louisiana Open Account S ta tu te . Finally, Sea Link correctly argues that the district court erred by awarding p r e j u d g m e n t interest from the date of judicial demand rather than from the date o f its injury. "[I]n maritime cases the award of prejudgment interest is the rule, r a th e r than the exception, and the trial court has discretion to deny prejudgment in t e r e s t only where peculiar circumstances would make such an award in e q u it a b le . " Corpus Christi Oil & Gas Co. v. Zapata Gulf Marine Corp., 71 F.3d 1 9 8 , 204 (5th Cir. 1995). We recently identified the date of injury, rather than t h e date of judicial demand, as the proper date from which prejudgment interest s h o u ld run. See In re Signal Intern., LLC, 579 F.3d 478, 50001 (5th Cir. 2009). A w a r d i n g interest from the date that an injury occurred ensures that the injured p a r t y is fully compensated, which is the "essential rationale for awarding p r e j u d g m e n t interest." City of Milwaukee v. Cement Div., Nat'l Gympsum Co., 5 1 5 U.S. 189, 204 (1995). Because, as the district court observed, "MCI in effect h a d free use of Sea Link's money during the time that it should have been p a y in g for the daily charter hire," an award of interest from the date of injury is necessary for Sea Link to be fully compensated. As there were no peculiar 5 Case: 09-30447 Document: 00511137459 Page: 6 Date Filed: 06/09/2010 No. 09-30447 c ir c u m s t a n ce s here, the district court abused its discretion by awarding p r e ju d g m e n t interest only from the date of judicial demand. In conclusion, we AFFIRM the district court's judgment and damages a w a r d in favor of Sea Link. We also AFFIRM the district court's denial of a t t o r n e y 's fees. We VACATE the award of prejudgment interest and REMAND to the district court with instructions to award prejudgment interest in a cc o r d a n c e with this opinion. A F F IR M E D in part, VACATED in part, and REMANDED. 6

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