Alabama Dynamics Inc v. McDaniel Machinery Inc et al

Filing 41

MEMORANDUM OPINION Signed by Judge Karon O Bowdre on 11/9/12. (SAC )

FILED
2012 Nov-09 PM 12:29
U.S. DISTRICT COURT
N.D. OF ALABAMA

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
ALABAMA DYNAMICS, INC.,
Plaintiff,
v.

CV-12-BE-1929-S

McDANIEL MACHINERY, INC.,
SHARP INDUSTRIES, INC., and
YONG JU PRECISION
TECHNOLOGY CO., LTD., et al.,
Defendants.
__________________________
SHARP INDUSTRIES, INC.,
Cross-Claimant & Cross-Claim
Defendant,
v.
McDANIEL MACHINERY, INC.,
Cross-Claim Defendant & CrossClaimant.
__________________________
SHARP INDUSTRIES, INC.,
Third-Party Plaintiff,
v.
NATIONAL DRAYAGE SERVICES,
LLC, AND PORT ALLIANCE
LOGISTICS INTERNATIONAL, LLC,
Third-Party Defendants.

MEMORANDUM OPINION
This case presents complex procedural and jurisdictional issues but arises from a
relatively straightforward business transaction. Alabama Dynamics contracted for the purchase of
a piece of machinery from Sharp who arranged with Port Alliance to ship the machinery from
Taiwan to Calera, Alabama. Had all gone well, this commonplace international commercial
enterprise would have resulted in the delivery of the machinery to Alabama Dynamics. The
machinery, however, arrived damaged, and now seven businesses are involved in a complex
litigation across two different court systems.
This specific matter comes before the court on the “Motion to Dismiss of Third-party
Defendant National Drayage” (doc. 4), the “Motion of Third-party Defendant National Drayage
to Dismiss the First Amended Third-party Complaint” (doc. 22), “Port Alliance Logistics
International, Inc.’s Motion to Dismiss” (doc. 9), and “Port Alliance Logistics International,
Inc.’s Renewed Motion to Dismiss in Response to Sharp’s First Third-party Amended
Complaint” (doc. 24).
Sharp filed a three-count Third-party Complaint in state court prior to the removal of this
case to federal court (doc. 1-9), and then filed a two count First Amended Third-party Complaint
in this court (doc. 15). All of Sharp’s claims against the Third-party Defendants center around
the transport of a large piece of machinery from Taiwan to Calera, Alabama, and an alleged
accident causing damage to the machinery while in transit. Sharp has responded to each of the
Third-party Defendants’ Motions to Dismiss (docs. 17 and 25) and filed a Consolidated
Response to all four Motions to Dismiss (doc. 36). Port Alliance and National Drayage have
replied to each of Sharp’s responses, including the Consolidated Response. (Docs. 21, 27, 37,
and 38).

Both National Drayage and Port Alliance argue that Sharp’s state law claims should be
dismissed as completely preempted by Sharp’s claims under the Carmack Amendment to the
Interstate Commerce Commission Termination Act of 1995, codified at 49 U.S.C. § 14706, et
seq. and the Carriage of Goods by Sea Act of 1936, codified at 46 U.S.C. § 30701, et seq.
(“COGSA”) and that Sharp has not sufficiently pled its Carmack Amendment and COGSA
claims. Port Alliance argues that this court lacks personal jurisdiction over it. After a recitation of
the facts, this opinion addresses the three separate and distinct issues in turn: (1) the complete
preemption of Sharp’s state law claims, (2) the court’s personal jurisdiction over Port Alliance,
and (3) Sharp’s failure to state a claim under Rule 12(b)(6).
I.

STATEMENT OF FACTS
A.

Factual History

On May 7, 2010, Alabama Dynamics, the plaintiff in the original underlying state court
action, ordered a High Precision Moving Double Column Vertical Machining Center worth
$850,000 from Sharp, the third-party defendant. On February 21, 2011, Sharp hired Port Alliance
to transport the machinery at issue in this case from Taiwan to Alabama Dynamics in Calera,
Alabama. In March 2011, Port Alliance hired National Drayage, a Tennessee corporation, to
transport the machinery from the port in Savannah, Georgia, to Alabama Dynamics in Calera,
Alabama. Port Alliance never had any contact with Alabama Dynamics or McDaniel Machinery,
the original plaintiff and a defendant in the underlying case that this court severed and remanded
to the Circuit Court of Shelby County, Alabama.
National Drayage transported the machinery on Georgia and Alabama roads to an
Alabama entity, Alabama Dynamics, that is located in Calera, Alabama. While National Drayage
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was transporting the machine from Savannah, the vehicle carrying portions of the machine struck
a bridge overpass causing direct impact and substantial damage to the machinery. Sharp contends
that it cannot yet discern exactly where the accident took place, in Georgia or Alabama, because
the parties have not yet engaged in any discovery. National Drayage delivered the damaged
machinery to Alabama Dynamics, an Alabama corporation, in Calera, in March of 2011. The
delivery of the damaged machinery in Calera led to the underlying suit that this court remanded
to state court.
Sharp, through its affiliated Taiwanese entity, CTT Company, Ltd., contracted with Port
Alliance, through Port Alliance’s Taiwanese agent, Yipeng Logistics, Co., Ltd., for the transport
of the machinery from Taiwan to Calera. The contract entered into between Sharp through CTT
and Port Alliance through Yipeng refers only to the Taiwanese companies and not to Sharp or
Port Alliance by name; Port Alliance and Sharp never directly contracted with each other. Sharp
alleges, however, that it relied on Port Alliance “to undertake all arrangements related to the
physical transport of the machine from Taiwan to Calera . . ..” (Doc. 25, at 11). Sharp contends
that at this early stage in the litigation when the parties have not engaged in any discovery, it
cannot determine whether Port Alliance was acting as the carrier’s receiving agent for the
shipment in Savannah or whether Port Alliance or any of its employees physically entered
Alabama in connection with the shipment at issue.
Port Alliance is a New Jersey corporation that also maintains a place of business in Los
Angeles, California; Port Alliance is not registered to do business in Alabama; does not maintain
bank accounts in Alabama; does not pay Alabama taxes; does not maintain an office or own
property in Alabama; and does not have any employees in Alabama. Port Alliance has arranged
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for tens of thousands of shipments over a number of years, and twenty-five of those shipments
have been to Alabama. Since 2010, the only shipment to Alabama that Port Alliance arranged
involves the machinery at issue in this case. Sharp is a foreign corporation with its principal place
of business in Torrance, California.
2.

Procedural History

While this case was still in the Circuit Court of Shelby County, Alabama, Sharp, as
Third-party Plaintiff, filed a three-count Third-party Complaint against Port Alliance and
National Drayage alleging negligence and breach of contract. The Third-party Defendants then
removed the case to this court on May 21, 2012. The court ordered the parties to show cause
why the court should not sever the Third-party Complaint from the underlying original complaint
and remand the underlying case to state court. (Doc. 8). Sharp then filed its First Amended
Third-party Complaint pleading two additional counts in the alternative to its three original
counts: claims under the Carmack Amendment to the Interstate Commerce Commission
Termination Act of 1995, codified at 49 U.S.C. § 14706, et seq. and the Carriage of Goods by
Sea Act of 1936, codified at 46 U.S.C. § 30701, et seq. (“COGSA”).
The plaintiff in the underlying case, Alabama Dynamics, then filed a Motion to Remand
(doc. 11), and the court heard arguments on the motion at a hearing on September 13, 2012. The
court severed the Plaintiff Alabama Dynamics’ original state law claims against the Defendants
and remanded them to the Circuit Court of Shelby County, Alabama. The only claims remaining
before the court are Sharp’s Third-party claims against National Drayage and Port Alliance.
II.

COMPLETE PREEMPTION
Port Alliance and National Drayage both argue that Counts I, II, and III of Sharp’s Third5

party Complaint are completely preempted by Counts IV and V of Sharp’s First Amended Thirdparty Complaint. Count I alleges negligence against National Drayage; Count II alleges
negligence against Port Alliance; and Count III alleges breach of contract against Port Alliance.
In Counts IV and V, Sharp alleges claims under the Carmack Amendment and COGSA in the
alternative against Port Alliance and National Drayage.
No Eleventh Circuit precedent specifically addresses whether the Carmack Amendment is
completely preemptive for purposes of federal question jurisdiction, and the district court judges
within the Eleventh Circuit addressing the issue disagree about complete preemption.
Thankfully, the court does not have to resolve this question because Sharp agrees with Port
Alliance and National Drayage that its state law claims are completely preempted by either the
Carmack Amendment or COGSA, and the question of whether Sharp sufficiently pled counts I,
II, and III is moot. (Doc. 25, at 6-8 and Doc. 19, at 7). Thus, the court will DISMISS WITH
PREJUDICE counts I, II, and III of Sharp’s Third-party Complaint, as incorporated in its First
Amended Third-party Complaint.
III.

PERSONAL JURISDICTION
A.

Standard of Review

A Rule 12(b)(2) motion attacks the court’s jurisdiction over the defendant’s person. In
determining whether personal jurisdiction exists, a federal court sitting in diversity undertakes a
two-step inquiry: “the exercise of jurisdiction must (1) be appropriate under the state long-arm
statute and (2) not violate the Due Process Clause of the Fourteenth Amendment to the United
States Constitution.” United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009). “The
plaintiff bears the burden of establishing personal jurisdiction over the defendant [but] ‘need only
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make a prima facie showing.’” S & Davis Intern., Inc. v. The Republic of Yemen, 218 F.3d 1292,
1303 (11th Cir. 2000) (quoting Taylor v. Phelan, 912 F.2d 429, 431 (10th Cir. 1990)). The court
must accept the allegations in the complaint as true. Id. “Where, as here, the defendant
challenges jurisdiction by submitting affidavit evidence in support of its position, ‘the burden
traditionally shifts back to the plaintiff to produce evidence supporting jurisdiction.’” Mazer,
556 F.3d at 1274 (quoting Meier ex rel. Meier v. Sun Int’l Hotels, Ltd., 288 F.3d 1264, 1269
(11th Cir. 2002)). If “the plaintiff’s complaint and supporting evidence conflict with the
defendant’s affidavits, the court must construe all reasonable inferences in favor of the plaintiff.”
Meier, 288 F.3d at 1269.
B.

Legal Analysis

In determining whether the court has personal jurisdiction over a non-resident, the court
must analyze jurisdiction under Alabama’s long arm statute and then under the Due Process
clause of the Fourteenth Amendment to the United States Constitution. Madra v. Hall, 916 F.2d
1510, 1514 (11th Cir. 1990). “Only if both prongs of the analysis are satisfied may a federal . . .
court exercise personal jurisdiction over a non-resident defendant.” Id.
Alabama’s long arm statute allows “the exercise of personal jurisdiction to the fullest
extent constitutionally possible.” Sloss Indus. Corp. v. Eurisol, 488 F.3d 922, 925 (11th Cir.
2007). Thus, the court must only ask whether the non-resident defendant has sufficient
“minimum contacts” with the forum state so as to comport with the Due Process Clause of the
Constitution. Madra, 916 F.2d at 1514. For this court to have general jurisdiction over Port
Alliance, its business contacts with Alabama must be “continuous and systematic.” See
Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 415-416 (1984).
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In this case, Port Alliance has had very few contacts with the state of Alabama at all, and
has had none besides the shipment at issue in the last two years. The court cannot construe this
very limited relationship with Alabama to be evidence of continuous and systematic contacts so
as to justify general jurisdiction over Port Alliance.
For the court to have specific personal jurisdiction, Port Alliance must have adequate
minimum contacts with the state of Alabama, and the court’s assertion of jurisdiction must
comport with “traditional notions of fair play and justice.” See Delong Equip. Co. v. Washington
Mills Abrasive Co., 840 F.2d 843, 854 (11th Cir. 1988). Port Alliance argues that because it has
no physical presence in Alabama and because it does not transact business in Alabama, the court
cannot exercise jurisdiction over it. Sharp, however, contends that Port Alliance has purposefully
established sufficient minimum contacts with the state of Alabama to justify the court’s
jurisdiction over it.
When the defendant’s contacts with the forum state are “limited and isolated, the state
may exercise ‘specific jurisdiction’ over the defendant in any suit arising out of or related to
those contacts. . .” Pepsi-Cola Bottling Co. of Ft. Lauderdale-Palm Beach, Inc. v. Buffalo Rock
Co., 593 F. Supp. 1559, 1562 n. 4 (N.D. Ala. 1984). Port Alliance’s contacts with Alabama must
be such that it would “reasonably anticipate being haled into court there.” See Burger King Corp.
v. Rudzewicz, 471 U.S. 462, 474 (1985) (citing World-Wide Volkswagen Corp. v. Woodson, 444
U.S. 286, 297 (1980)). The “unilateral activity of another party or third person” cannot form the
basis of the court’s jurisdiction over the defendant. Helicoprteros, 466 U.S. at 417. Sharp must
illustrate that Port Alliance has “purposefully avail[ed] itself of the privilege of conducting
activities within [Alabama], thus invoking the benefits and protections of its laws.” See Hanson
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v. Denckla, 357 U.S. 235, 253 (1958).
Port Alliance argues that the court does not have jurisdiction over it under Shao v. Sea
Horse Container Lines, 72 F.3d 128 (Table), 1995 WL 729521 (4th Cir. 1995). In Shao, the nonresident defendants were in the business of “securing the release from the United States Customs
Service of goods shipped to the United States and turning those goods over to inland carriers for
transport.” Id. at *2. The non-resident defendants in that case, Western and Sea Horse, secured
goods and arranged for their inland transport from the port in Baltimore. The Fourth Circuit
affirmed the Maryland District Court’s ruling that the court did not have personal jurisdiction
over both of the defendants, explaining:
Neither Western nor Sea Horse advertises its services in Maryland. Nor does either
company maintain offices in Maryland, have employees in Maryland, or transact
business in Maryland. Occasionally, Western and Sea horse arrange for a carrier to
transport goods to Maryland. But neither company delivers those goods to Maryland,
nor does either company hire carriers in Maryland. In the subject case, Western
merely effected the release of Shao’s belongings to Customs. The role of Sea Horse
was to hire a trucking company to transport the goods to Baltimore.
Id.
This situation almost exactly mirrors that of Port Alliance. In this case, Sharp
hired Port Alliance to secure the transport of the machinery from Taiwan to Calera,
Alabama. Even though the final destination for the goods was in Alabama, Port
Alliance’s servicing of the transport to Alabama was the only contact Port Alliance had
with the state. Port Alliance did not advertise its services in Alabama; an Alabama
company did not hire Port Alliance; and Port Alliance did not hire an Alabama trucking
company for the inland transport. The Fourth Circuit’s reasoning in Shao persuades the
court that Port Alliance’s isolated and attenuated contact with Alabama is not sufficient to

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support a finding of personal jurisdiction.
The court agrees with Sharp that “a single shipment of goods into the forum state
may sometimes establish a jurisdictional basis.”(Doc. 12, at 15 (quoting Chung v. NANA
Development Corp., 783 F.2d 1124, 1129 (4th Cir. 1986)) (emphasis added)). However,
Port Alliance’s plans to secure a single shipment in this case do not rise to the level of
“purposeful availment.” Sharp cites Pepsi-Cola Bottling Co. for the proposition that a
single shipment of goods within Alabama justifies the court’s personal jurisdiction over a
non-resident. 593 F. Supp. at 1559.
In Pepsi-Bottling Co., Desnoes & Geddes, one of the defendants, conspired with
Buffalo Rock, an Alabama company, to violate the territorial restrictions of agreements
they had with Pepsi and harmed the plaintiff in the process. Id. at 1561. Desnoes &
Geddes, a non-resident, claimed that the Northern District of Alabama did not have
personal jurisdiction over it because it had no contacts with the state of Alabama other
than those giving rise to the litigation. Id. The court ruled that it had jurisdiction over
Desnoes & Geddes because it had “issued purchase orders to an Alabama bottler for over
230,000 cases of Pepsi-Cola, knowing that the product would be processed and produced
in Alabama.” Id. at 1562 (emphasis added). Also, as Port Alliance pointed out in its
Reply Brief, Desnoes & Geddes “mailed purchase orders to the forum state, negotiated
and modified terms of the purchase orders in the forum state, directed another resident
entity to deliver cases to third-parties within the forum state, and authorized individual
agents to enter the forum state and negotiate the final terms of the transaction in the
forum state on [its] behalf.” (Doc. 27, at 9 (citing Pepsi-Cola Bottling Co., 593 F. Supp.
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at 1563-65)).
The Pepsi-Bottling Co. case is distinguishable from the current case: Port
Alliance took no “affirmative and deliberate action” to “ensure that all significant aspects
of the performance of its. . . contract would occur in Alabama.” See Pepsi-Bottling Co.,
593 F. Supp. at 1562. Port Alliance did not actually deliver the machinery in Alabama; it
merely arranged for National Drayage to deliver the machinery to Alabama Dynamics in
Calera, Alabama. Port Alliance was not engaged in “purposeful, knowing, and
deliberate” contacts with the state of Alabama like Desnoes & Geddes was when it
purposefully conspired with an Alabama corporation to process and produce over two
hundred thousand bottles of Pepsi in the state of Alabama. See id. at 1561.
The juxtaposition of Shao and Pepsi-Bottling Co. illustrates the difference
between a situation like the one at hand where a non-resident defendant does not have the
sufficient contacts to justify the court’s jurisdiction over it and one in which the nonresident’s defendant’s purposeful contacts with the forum state are such that it “could
have reasonably anticipated being haled into court there should [its] forum-related
activities result in litigation.” Id. at 1562. The court finds that Port Alliance’s contacts
with Alabama are not sufficient to support a finding of either general or specific personal
jurisdiction over it. Thus, the court will GRANT Port Alliance’s Motion to Dismiss for
lack of jurisdiction and DISMISS WITHOUT PREJUDICE all of Sharp’s claims against
Port Alliance.
IV.

FAILURE TO STATE A CLAIM
National Drayage claims that Sharp fails to state viable claims under the Carmack
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Amendment or COGSA.
A.

Standard of Review

A Rule 12(b)(6) motion to dismiss attacks the legal sufficiency of the complaint.
Generally, the Federal Rules of Civil Procedure require only that the complaint provide
“‘a short and plain statement of the claim’ that will give the defendant fair notice of what
the plaintiff’s claim is and the grounds upon which it rests.” Conley v. Gibson, 355 U.S.
41, 47 (1957) (quoting Fed. R. Civ. P. 8(a)). A plaintiff must provide the grounds of his
entitlement, but Rule 8 generally does not require “detailed factual allegations.” Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley, 355 U.S. at 47). It does,
however, “demand[ ] more than an unadorned, the-defendant-unlawfully-harmed-me
accusation.” Ashcroft v. Iqbal 556 U.S. 662, 678 (2009). Pleadings that contain nothing
more than “a formulaic recitation of the elements of a cause of action” do not meet Rule 8
standards nor do pleadings suffice that are based merely upon “labels or conclusions” or
“naked assertions” without supporting factual allegations. Twombly, 550 U.S. at 555,
557.
The Supreme Court explained that “[t]o survive a motion to dismiss, a complaint
must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is
plausible on its face.’” Iqbal, 556 U.S. at 678 (quoting and explaining its decision in
Twombly, 550 U.S. at 570). To be plausible on its face, the claim must contain enough
facts that “allow[ ] the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Iqbal, 556 U.S. at 678. Although “[t]he plausibility
standard is not akin to a ‘probability requirement,’” the complaint must demonstrate
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“more than a sheer possibility that a defendant has acted unlawfully.” Id. “Where a
complaint pleads facts that are merely consistent with a defendant’s liability, it ‘stops
short of the line between possibility and plausibility of entitlement to relief.’” Id.
(quoting Twombly, 550 U.S. at 557).
The Supreme Court has recently identified “two working principles” for the
district court to use in applying the facial plausibility standard. The first principle is that,
in evaluating motions to dismiss, the court must assume the veracity of well-pleaded
factual allegations; however, the court does not have to accept as true legal conclusions
even when “couched as [] factual allegation[s]” or “threadbare recitals of the elements of
a cause of action, supported by mere conclusory statements.” Iqbal, 556 U.S. at 678.
The second principle is that “only a complaint that states a plausible claim for relief
survives a motion to dismiss.” Id. at 679. Thus, under prong one, the court determines
the factual allegations that are well-pleaded and assumes their veracity, and then
proceeds, under prong two, to determine the claim’s plausibility given the well-pleaded
facts. That task is “context-specific” and, to survive the motion, the allegations must
permit the court based on its “judicial experience and common sense. . . to infer more
than the mere possibility of misconduct.” Id. If the court determines that well-pleaded
facts, accepted as true, do not state a claim that is plausible, the claim must be dismissed.
Id.
B.

Legal Analysis
1.

Carmack Amendment Claim

To bring a prima facie case under the Carmack Amendment to the Interstate
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Commerce Act, the plaintiff must prove that the goods “1) were delivered to the carrier in
good condition, 2) arrived in damaged condition, 3) resulted in the specified amount of
damage.” Fuente Cigar, Ltd. v. Roadway Express, Inc., 961 F.2d 1558, 1560 (11th Cir.
1992).
In its First Amended Complaint, Sharp does not specifically allege that the
machinery at issue was delivered to National Drayage in good condition, but it does
allege that “[National] Drayage caused an accident in which the vehicle carrying portions
of the machine struck a bridge overpass causing direct impact to the machinery resulting
in substantial damage to the machinery and its many component parts.” (Doc. 1-9, at 3).
The Twombly pleading standard “simply calls for enough fact to raise a reasonable
expectation that discovery will reveal evidence of the required element. It is sufficient if
the complaint succeeds in identifying facts that are suggestive enough to render [the
element] plausible.” Rivell v. Private Health Care Systems, Inc., 520 F.3d 1308, 1309-10
(11th Cir. 2008) (internal quotations and citations omitted).
The court considers Sharp’s allegation of the bridge strike evidence sufficient to
suggest that the machinery was delivered to National Drayage in good condition and was
only damaged once National Drayage was transporting the machinery from Savannah to
Calera and allegedly struck the bridge overpass. The court is satisfied that Sharp’s
allegations about National Drayage causing damage to the machinery while in transit
sufficiently plead enough facts to reasonably suggest that the first two elements of
Sharp’s Carmack Amendment claim are plausible at the Motion to Dismiss stage.
For the third element of its Carmack Amendment claim, Sharp must allege that
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the damage to the machinery resulted in a specified amount of damages. Sharp alleges
that it has “sustained money damages, including, but not limited to, costs associated with
repairing the machine (including transporting technicians from Taiwan to Calera,
Alabama) and reassembling the machine at the premises of Alabama Dynamics, Inc., loss
of income, all in a sum not less than $650,000." (Doc. 15, at 3).
The Eleventh Circuit has described a sufficient pleading as “a complaint with
enough factual matter (taken as true) to suggest the required element.” Watts v. Florida
Int’l Univ., 495 F.3d 1289, 1295 (11th Cir. 2007). Sharp’s complaint alleges specific
costs that were associated with the damage National Drayage allegedly caused to the
machine, including repair and reassembly costs and loss of income and future income.
Looking at Sharp’s complaint, the court finds sufficient allegations of fact to support a
claim for damages and meet the pleading requirements of a prima facie case under the
Carmack Amendment.
2.

COGSA Claim

COGSA governs “all contracts for carriage of goods by sea to or from ports of the
United States in foreign trade.” Polo Ralph Lauren, L.P. v. Tropical Shipping & Constr.
Co., 215 F.3d 1217, 1220 (11th Cir. 2000). “Only carriers who issue bills of lading for
the carriage of goods to or from the United States are entitled to protection under
COGSA. COGSA defines the term ‘carrier’ as ‘the owner of the charterer who enters into
a contract of carriage with a shipper.’” El Jordan v. Solymar, S. De R.L., 315 F. Supp. 2d
1355, 1363 (S.D. Fla. 2004) (quoting 46 App. U.S.C. § 1301(a)). To establish a prima
facie case of liability against a carrier under COGSA, “a shipper must show that the
15

carrier received the cargo in good condition but unloaded it in damaged condition at its
destination.” Id. (citing Polo Ralph Lauren, 215 F.3d at 1220). A Bill of Lading is prima
facie evidence of “the receipt by the carrier of the goods as therein described.” Plastique
Tags, Inc. v. Asia Trans Line, Inc., 83 F.3d 1367, 1369 (11th Cir. 1996).
Here, a “Straight Bill of Lading” exists that lists National Drayage as the carrier
and Alabama Dynamics as the Consignee, dated March 28, 2011. (“Straight Bill of
Lading,” Doc. 22-1, at 3- 4). Sharp did not specifically mention a bill of lading in its
Amended Complaint, but National Drayage attached it as an exhibit to its motion to
dismiss Sharp’s First Amended Third-party Complaint. (“Straight Bill of Lading,” Doc.
22-1, at 4).
“[T]he court may consider a document attached to a motion to dismiss without
converting the motion into one for summary judgment if the attached document is (1)
central to the plaintiff’s claim and (2) undisputed. In this context, ‘undisputed’ means
that the authenticity of the document is not challenged.” Day v. Taylor, 400 F.3d 1272,
1276 (11th Cir. 2005); see also Maxcess, Inc. v. Lucent Technologies, Inc., 433 F.3d
1337, 1343 n. 3 (11th Cir. 2005) (“[A] document outside the four corners of the
complaint may still be considered if it is central to the plaintiff’s claims and is undisputed
in terms of authenticity.”). Here, National Drayage does not dispute the authenticity of the
bill of lading and actually provided the document to the court as part of its argument that
Sharp cannot avoid the consideration of pertinent documents by failing to reference them
in the complaint. (Doc. 22, at 3-4 ). Sharp also acknowledges the authenticity of the
document by referencing it in its Consolidated Response to the Third-party defendants’
16

motions to dismiss. (Doc. 36, at 16). The court will consider the bill of lading in its
consideration of National Drayage’s motion to dismiss because it is central to Sharp’s
claim and undisputed by the parties. See Day, 400 F.3d at 1276.
A handwritten note on the “Straight Bill of Lading” says, “Subject To Damage
Inspection” and is signed and dated “3/28/11.” Id. Sharp alleges that this Bill of Lading is
the document governing National Drayage’s transport of the machine at issue to Calera
even though Sharp is not specifically listed on the document. (Doc. 36, at 13). This bill
of lading could reasonably be interpreted as prima facie evidence of the receipt of the
machinery by National Drayage because of the named parties and the listed date that
coincides with the delivery of the machinery to Alabama Dynamics in late March, 2011.
Because this Bill of Lading could be prima facie evidence of the receipt of the machinery
by National Drayage in good condition and because the parties do not dispute that the
machinery arrived damaged in Calera, Sharp has alleged a viable claim under COGSA.
At this very early stage of the litigation and before discovery has even
commenced, Sharp has sufficiently pled claims under both the Carmack Amendment and
COGSA. Thus, the court will DENY National Drayage’s Motion to Dismiss Counts IV
and V of Sharp’s First Amended Complaint.
IV.

CONCLUSION
Because National Drayage, Port Alliance, and Sharp all agree that Sharp’s state

law claims should be dismissed as completely preempted by Sharp’s claim under the
Carmack Amendment, the court will DISMISS Counts I, II, and II of Sharp’s First
Amended Complaint. Because Port Alliance does not have sufficient minimum contacts
17

with the state of Alabama to justify this court’s exercise of personal jurisdiction, the court
will dismiss all of Sharp’s claims against Port Alliance. Finally, because Sharp has
adequately pled claims under the Carmack Amendment and COGSA, the court will deny
National Drayage’s motion to dismiss for failure to state a claim under Rule 12(b)(6). The
court will simultaneously enter an order to that effect.
DONE and ORDERED this 9th day of November, 2012.

_____________________________
KARON OWEN BOWDRE
UNITED STATES DISTRICT JUDGE

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