Shoreline Marine Company, Inc v. United Shipyards, LLC

Filing 36

AGREED ORDER. Signed by Honorable P. K. Holmes, III on September 11, 2013. (jas)

IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF ARKANSAS
FORT SMITH DIVISION
SHORELINE MARINE COMPANY, INC.
vs.

PLAINTIFF

Case No.: 2:13-CV-02180-PKH

UNITED SHIPYARDS, LLC;
MID AMERICA MARINE FABRICATORS, LLC;
JOHN LANGHAM; and MICHAEL DISMER

DEFENDANTS

AGREED ORDER
Comes now Plaintiff, Shoreline Marine Company, Inc. by and through counsel,
Marian M. McMullan, of McMullan Law Firm, and Defendants’, United Shipyards,
LLC; Mid America Marine Fabricators, LLC; John Langham and Michael Dismer, by
and through counsel, Christopher B. Conley, of Hayes, Alford & Johnson, PLLC, and
for their Agreed Order, states:
On the 6th day of September the parties appeared before the court and announced
the parties had reached an agreement which is set out herein:
1) Mid America Marine Fabricators, LLC (“MAMF”) is a Limited Liability
Company formed under the laws of Arkansas and comprised of Michael Dismer as its
sole member who resides in Greene County, Missouri.
2) United Shipyards, LLC (“United’) is a Limited Liability Company formed under
the laws of Arkansas and comprised of John Langham as its sole member who resides
in Sebastian County, Arkansas.

3) Shoreline Marine Company, Inc. is a corporation formed under the laws of
Illinois with its principal place of business in Chicago, Illinois.
4) The Parties consent to jurisdiction and venue for purposes of this Agreed Order
and Settlement Agreement only.
5) The Parties agree and acknowledge Arkansas law applies as to the Vessel
Construction Agreement.
6) The Parties have announced their agreement to dismiss all claims before this
court and all other claims which may exist under the Vessel Construction Agreement,
known and unknown, future and present, that could have been brought or could be
brought by either side, relating to the construction of the Vessel, including but not
limited to claims by the Landlord, subject to the following conditions being satisfied:
a)

MAMF must launch the Vessel described as Hull No.

MAS25x20TUG0730212-A (“Vessel”) and deliver parts paid for by Plaintiff not yet
incorporated into the Vessel (collectively Plaintiff’s property) at a time and date
specified by the Plaintiff, which time and date is subject to coordinating with several
non-parties to this agreement. MAMF shall pay for all costs and damages incurred with
the launch of the Vessel.
b)

MAMF assumes all responsibility for the safety and integrity of the Vessel

and Plaintiffs property and will indemnify Plaintiff for any damage or loss to Plaintiff’s
Vessel or property until launch is complete..

c)

The launch will be complete when the vessel floats in accordance with

manufacturer’s design.
d)

MAMF shall perform all acts to transfer legal title free and clear of all liens

or claims, including but not limited to: Builders Certification of Title, Application for
Certification of Documentation and all other documents required by Federal or State
agencies.
e)

MAMF will execute lien waivers for material, labor, debts, landlord liens,

or fines imposed by government authorities. MAMF represents and warrants that other
than claims by them and United there exists no other claims against the Vessel or
Plaintiff’s property.
f)

Shoreline will bear all expenses incurred by it after a successful launch

provided all launch conditions have been satisfied.
g)

The parties will enter into a settlement and release agreement that

provides that the Defendants’ will release any and all claims against Shoreline, its
subsidiaries, related entities, and agents, from all claims known or unknown in
standard form specifically excluding indemnification but including a confidentiality
provision. That Shoreline will release the Defendants upon the Defendants’
performance hereunder.
h)

MAMF will post a $10,000 cash bond to be held as security to insure its

performance under this Agreed Order. The funds will be held in trust by the law firm

of Hayes, Alford & Johnson, PLLC (hereinafter “Trust Funds”). Once the conditions set
forth herein are completed, the trust funds shall be released. If there is a claim for the
funds by Shoreline, the funds will be held in trust until the claim is resolved.
i)

Langham, Dismer, and United Defendants shall not interfere with or

direct any other party to interfere with the performance of MAMF as set out herein.
j)

MAMF represents that it has the ability and control of the premises and

Plaintiff’s property to ensure the safe delivery of the Vessel and performance
hereunder.
k)

Any breach by Shoreline, MAMF, Langham or Dismer hereunder shall

void the releases issued by the parties herein.
l)

United immediately releases its landlord’s lien and any claims of

possession to Plaintiff’s property.
m)

Once the Vessel is launched, Shoreline will execute a document

evidencing completion of this obligation and that all conditions set forth herein are
satisfied.
n)

If there is a breach of this Agreement, then the breaching party shall pay

to the non-breaching party reasonable attorney fees.
o)

If Shoreline makes a claim on the Trust Funds, the prevailing party to any

such claim shall be entitled to reasonable attorney fees.

IT IS SO ORDERED this 11th day of September, 2013.

/s/P. K. Holmes, III
P.K. Holmes, III
Chief U.S. District Judge

Prepared by:
/s/Marian M. McMullan_____________
Marian M. McMullan, AR Bar No. 86123
[e-mail]
McMullan Law Firm
P.O. Box 2839
Little Rock, AR 72201
[phone]
[phone] Fax
Counsel for Plaintiff Shoreline Marine Company, Inc.
AND
/s/ Christopher B. Conley_______________
Christopher B. Conley, AR Bar No. 2012276
Hayes, Alford & Johnson, PLLC
700 South 21st Street
Fort Smith, AR 72917
[phone]
[phone] Fax
[e-mail]
Counsel for Defendants