Ritchie Bros. Auctioneers (America), Inc. v. Best Rental Corporation SE et al
OPINION AND ORDER directing that it is the ORDER, JUDGMENT, and DECREE of the court that the motions for preliminary injunction (Doc. Nos. 3 and 37 ) filed by plaintiff Ritchie Bros. Auctioneers (America), Inc., are denied. Signed by Honorable Judge Myron H. Thompson on 3/6/14. (Attachments: # 1 Civil Appeals Checklist)(scn, )
IN THE DISTRICT COURT OF THE UNITED STATES FOR THE
MIDDLE DISTRICT OF ALABAMA, EASTERN DIVISION
RITCHIE BROS. AUCTIONEERS
BEST RENTAL CORPORATION SE, )
CIVIL ACTION NO.
OPINION AND ORDER
Plaintiff Ritchie Bros. Auctioneers (America), Inc.,
Corporation SE and Gavin Nawrocki (the vice-president of
related torts of fraudulent misrepresentation and breach
of duty of good faith and fair dealing.
has also sued defendant Alex Lyon & Sons, Inc., asserting
intentional interference with a contractual relationship.
Jurisdiction is proper pursuant to 28 U.S.C. § 1332
This matter is now before the court on
Ritchie Bros.’ motions for a preliminary injunction.
Based on the evidence presented at an evidentiary hearing
on March 5, 2014, the motions will be denied.
Ritchie Bros. and Alex Lyon & Sons are competing
Best Rental is a construction equipment
rental company, and is in the process of wrapping up
operations as it goes out of business.
claims that Best Rental entered into a contract that
provided for Ritchie Bros. to auction off substantially
all of Best Rental’s equipment, but that due to Alex
Lyon’s interference Best Rental repudiated that contract
and instead agreed to permit Alex Lyon to sell most of
the equipment at an auction scheduled for March 14, 2014.
auction contracts with Ritchie Bros.
Many of those
contracts involved the main contract document, containing
the terms, and an attachment containing the list of items
labeled as “Schedule A”).
The parties also agree that
Best Rental and Ritchie Bros. signed the main portion of
the purported contract at issue here on January 3, 2014.
On January 7, 2014, Nawrocki supplied Ritchie Bros.
with a list of equipment.
Ritchie Bros. claims that the
parties agreed the list would constitute Schedule A.
defendants counter that Best Rental never agreed that the
list was Schedule A.
All parties offered evidence in
support of their versions of events, mostly in the form
of testimony from the individuals involved.
It is within the sound discretion of the trial court
whether to issue a preliminary injunction. International
Cosmetics Exchange, Inc. v. Gapardis Health & Beauty,
Inc., 303 F.3d 1242, 1246 (11th Cir. 2002).
seeking a preliminary injunction must satisfy a four-part
test showing: (1) that it has a substantial likelihood of
success on the merits; (2) that it would be irreparably
harmed if an injunction were not granted; (3) that such
harm outweighs the harm that would accrue to the opposing
party if the injunction were granted; and (4) that the
injunction would not be adverse to the public interest.
Transp., 715 F.3d 1268, 1273 (11th Cir. 2013).
movant bears the burden of persuasion as to all four
Engineers, 633 F.3d 1032, 1039 (11th Cir. 2011).
The court finds that Ritchie Bros. has failed to
carry its burden of establishing a substantial likelihood
of success on the merits.
While the parties have raised
a number of issues in this case, it is clear the core
dispute is whether Ritchie Bros. and Best Rental ever
agreed on a Schedule A.
If they did, then Ritchie Bros.
has a strong likelihood of success on the merits, at
least against Best Rental and Nawrocki.
If they did not,
then it is quite likely that there was no breach at all,
if indeed there was even a completed contract.
support of its version of events.
“In many cases the existence of a factual conflict
... may create sufficient doubt about the probability of
plaintiff’s success to justify denying a preliminary
11A Charles A. Wright, Arthur R. Miller &
Mary K. Kane, Federal Practice and Procedure § 2948.3 (2d
That is the case here.
A reasonable jury could
credit the defendants’ version of events at least as
easily as it could believe Ritchie Bros.’ version.
Ritchie Bros. has failed to establish that it has a
substantial likelihood of success on the merits.
The court further concludes that Ritchie Bros. has
not carried its burden as to irreparable harm.
Ritchie Bros. points to the possibility of Best Rental
transferring its assets and becoming judgment proof, but
Alex Lyon has agreed to indemnify all defendants in this
case, ensuring that if Ritchie Bros. ultimately prevails
it will be able to obtain damages.
Second, Ritchie Bros. alleges loss of customers and
Cf. BellSouth Telecommunications, Inc. v.
MCIMetro Access Transmission Servs., LLC, 425 F.3d 964,
970 (11th Cir. 2005) (upholding and relying on district
court’s specific factual finding that plaintiff would
lose 3200 customers per week absent an injunction).
injunction it will lose the benefit of a provision of the
purported contract guaranteeing specific performance with
regard to items withdrawn within 40 days of a planned
However, the planned auction that arguably
triggered the specific-performance clause in this case
took place in February.
Because the auction within 40
days has already come and gone, Ritchie Bros. can no
longer obtain the specific performance contemplated in
the contract: namely the production of the disputed items
at the February auction.
As such, the denial of a
preliminary injunction now, in March, does not constitute
“while contractual specific performance clauses may guide
a trial court’s equitable determinations, they are not
binding” on the court.
Reeder v. Carter, 740 S.E.2d 913,
919 (N.C. Ct. App. 2013) (collecting cases).
circumstance that Ritchie Bros. can no longer obtain the
specific performance contemplated in the contract, this
court would be unlikely to order specific performance in
the exercise of discretion in this case, even if Ritchie
Bros. ultimately prevails.
Finally, it is important to
note that the irreparable harm Ritchie Bros. contends it
will suffer is the loss of the benefit of a "remedy."
available, according to the purported contract, only on
a showing of a contractual "breach."
Therefore, the mere
allegation that Ritchie Bros. will suffer the loss of the
benefit of this remedy does not, in and of itself, mean
that irreparable harm will follow.
In this sense, the
type of irreparable harm Ritchie Bros. contends it will
suffer is deeply dependant on its contention it will
prevail on the merits.
In contrast, for example, Ritchie
Bros. does not seek merely to maintain the status quo.
Thus, the court’s conclusion that Ritchie Bros.’ ultimate
success on the merits is very much in doubt further
clause establishes irreparable harm.
For the reasons discussed above, the court also finds
that Ritchie Bros. has also failed to establish the
remaining two factors, namely the balance of hardships
and the public interest.
The court need not reach the
defendants’ argument regarding judicial estoppel.
Accordingly, it is the ORDER, JUDGMENT, and DECREE of
the court that the motions for preliminary injunction
(Doc. Nos. 3 and 37) filed by plaintiff Ritchie Bros.
Auctioneers (America), Inc., are denied.
DONE, this the 6th day of March, 2014.
/s/ Myron H. Thompson
UNITED STATES DISTRICT JUDGE
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