Williams Service Group, LLC v. National Union Fire Insurance Company of Pittsburgh et al
Filing
161
ORDER granting 147 Motion for Summary Judgment, denying 148 Motion for Summary Judgment. Pursuant to 110 Order, the Defendants are owed $530,088.58. The Defendants are premitted to draw on the Letters of Credit they hold for the $530,088.58, as well as for the remaining $1,487,145.84 balance owed to them. Signed by Judge Thomas W. Thrash, Jr on 6/19/13. (dr)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
WILLIAMS SERVICE GROUP, LLC
as successor to Williams Service
Group, Inc.,
Plaintiff,
v.
CIVIL ACTION FILE
NO. 1:09-CV-832-TWT
NATIONAL UNION FIRE
INSURANCE COMPANY OF
PITTSBURGH, et al.,
Defendants.
ORDER
This is a breach of contract action. The Plaintiff and the Defendants entered
into a series of complex insurance contracts from 1990-1997 under which the
Defendants provided workers’ compensation and general liability coverage to the
Plaintiff. The policies issued from 1990 to 1995 were governed by one set of
agreements while the policies issued from 1995 to 1997 were governed by a different
set of agreements. The question before the Court is whether the Defendants can draw
on the collateral posted pursuant to the second set of governing agreements to collect
the amounts owed under the first set of governing agreements.
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I. Background
The Defendants issued over 45 workers’ compensation and general liability
policies to the Plaintiff Williams Service Group, LLC, and its predecessor
(collectively, “Williams”) from 1990 through 1997. These policies were embodied
in annual policy and funding schedules attached to two sets of governing agreements.
The first set of agreements governed policies issued from 1990 to 1995 and the second
set of agreements governed policies issued from 1995 to 1997.
The governing agreements for the policies issued from 1990 to 1995 were two
indemnity agreements (the “1990 Indemnity Agreement” and the “1991 Indemnity
Agreement”). (See Pl.’s Mot. for Summ. J., Exs. 8-9). The Indemnity Agreements
required the Plaintiff to reimburse Defendant National Union Fire Insurance Company
of Pittsburgh (“National Union”) for certain payments made pursuant to workers’
compensation claims and for the costs of defending and adjusting claims. (Id.) The
two Indemnity Agreements were substantially the same, and the 1991 Indemnity
Agreement remained in effect through April 1, 1995. (See id. Exs. 8-9; Ex. 12,
Tamblyn Dep. at 144-45).
On March 31, 1995, Williams and National Union entered into a buyout
agreement (the “Buyout Agreement”). Under the Buyout Agreement, Williams paid
a lump sum $3.8 million premium. (See id. at Ex. 15). This premium was intended
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to cover Williams’ obligations on claims remaining under the policies governed by the
Indemnity Agreements. National Union agreed to pay up to $4.2 million under those
policies, but once the $4.2 million payout was exceeded, Williams’ reimbursement
obligations would resume.
On April 1, 1995, the parties entered into the first of the later governing
agreements (the “1995 Program Agreement”). (Id. at Ex. 10). This agreement, unlike
the Indemnity Agreements, was between the Plaintiff and all the Defendants, not just
Defendant National Union. (See id. at Exs. 8, 9, 10). The parties entered into a
substantially similar agreement on April 1, 1996 (the “1996 Program Agreement”).
(Id. at Ex. 11). The Defendants hold two letters of credit in the amount of $2.2 million
posted by Williams as collateral under the Program Agreements (the “Letters of
Credit”). ([Doc. 75-4], Kessler Decl. ¶ 4).
Finally, in December 1997, the parties entered into a collateral agreement
providing an overview for “the security arrangements for all ‘deductible program’ or
‘note plan’ policies of insurance for the years” 1990-1997 (the “Collateral
Agreement”). (See Defs.’ Mot. for Summ. J., Ex. B). The Collateral Agreement lists
the collateral posted for policies issued under the Indemnity Agreements and the
collateral posted for policies issued under the Program Agreements. (Id.)
This suit began in March 2009 when Williams sued the Defendant insurers in
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state court, alleging claims for negligent supervision and recoupment, and obtained
a temporary restraining order preventing the Defendants from drawing on the Letters
of Credit issued as collateral pursuant to the 1995 and 1996 Program Agreements.
The state court granted the restraining order. The Defendants removed the case, and
this Court lifted the restraining order. The Defendants then counterclaimed alleging
breach of contract and sought to recover $1,850,572.26 in unpaid reimbursement
under the 1990-95 policies and $166,662.26 under the 1995-97 policies. The parties
each moved for summary judgment. The Court denied Williams’ motion for summary
judgment on the breach of contract counterclaims, granted the Defendants’ motion for
summary judgment on Williams’ negligence and recoupment claims, and granted the
Defendants’ motion for summary judgment on its breach claim with respect to the
$530,088.58 the Defendants paid but were not reimbursed for within six years of the
parties’ April 2009 tolling agreement. (See [Doc. 110] at 19). However, the Court
held that the Defendants were time-barred from drawing on the Letters of Credit to
collect $1,487,145.94 in unpaid reimbursements. (Id. at 13-19). Both parties
appealed. The Eleventh Circuit affirmed the dismissal of Williams’ claims but ruled
that the Defendants’ ability to draw on the Letters of Credit to satisfy the
$1,487,145.94 was not time-barred. See Williams Service Group, LLC v. National
Union Fire Ins. Co. of Pittsburgh, No. 11-14999, 495 Fed. Appx. 1, 5 (11th Cir. 2012)
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(“Drawing on a letter of credit is not an ‘action’ within the meaning of the Georgia
statute of limitations.”). The court remanded the case for proceedings consistent with
its opinion, and both parties have again moved for summary judgment.
II. Motion for Summary Judgment Standard
Summary judgment is appropriate only when the pleadings, depositions, and
affidavits submitted by the parties show that no genuine issue of material fact exists
and that the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c).
The court should view the evidence and any inferences that may be drawn in the light
most favorable to the nonmovant. Adickes v. S.H. Kress & Co., 398 U.S. 144, 158-59
(1970). The party seeking summary judgment must first identify grounds that show
the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S.
317, 323-24 (1986). The burden then shifts to the nonmovant, who must go beyond
the pleadings and present affirmative evidence to show that a genuine issue of material
fact does exist. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257 (1986).
III. Discussion
The issue in both parties’ motions for summary judgment is whether the
Defendants can draw on the Letters of Credit posted as collateral for the later Program
Agreements to recover for Williams’ breach of the earlier Indemnity Agreements.
The Defendants contend they are owed $1,850,572.26 for payments made under the
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1990-1995 policies and $166,662.26 for payments made under the 1996-1997
policies. (See Statement of Undisputed Material Facts in Supp. of Defs.’ Mot. for
Summ. J., ¶ 13).1 This Court previously held that the Defendants were owed
$530,088.58 for payments not reimbursed within six years of the tolling agreement,
and that holding was affirmed by the Eleventh Circuit. See [Doc. 110], at 13-19;
Williams Service Group, 495 Fed. Appx. at 4-5. The Defendants seek to draw on the
Letters of Credit to obtain the $530,088.58 as well as the remaining $1,487,145.94
owed to them. The Defendants argue that the specific language of the Indemnity
Agreements and the Program Agreements allows them to draw on the Letters of
Credit. Next, they argue that nothing in the Collateral Agreement or the Buyout
Agreement indicates the agreements were intended to reduce the Defendants’ rights
in the event of a breach of the Indemnity Agreements. Finally, they argue that the
Collateral Agreement could not have superseded the previous agreements because it
does not cover all of the topics previously agreed to under the Indemnity Agreements
1
Williams denies that it is obligated to reimburse the Defendants the
$1,850,527.26. (See Pl.'s Response to Defs.' Statement of Undisputed Material Facts
¶ 13). However, Williams' obligation to reimburse the Defendants for this amount is
not an issue of fact. The Court already granted summary judgment to the Defendants
on this issue. The Eleventh Circuit order upholding the grant of summary judgment
specifically noted "Williams' $1,850,572 debt for payments of claims under the
1990-1995 policies beyond the [B]uyout [A]greement's $4.2 million cap." See
Williams Service Group, LLC v. National Union Fire Ins. Co. of Pittsburgh, No.
11-14999, 495 Fed. Appx. 1, 5 n.2 (11th Cir. 2012).
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or Program Agreements.
The Plaintiff argues that every operative agreement between the parties
demonstrates that the Letters of Credit issued pursuant to the Program Agreements do
not act as collateral for the policies issued under the Indemnity Agreements. The
Plaintiff argues that only it and National Union were parties to the 1991 and 1992
Indemnity Agreements and that only National Union should be able to recover for a
default of those agreements. Next, the Plaintiff argues that the Program Agreements
represented a “sea change” in the insurance coverage arrangement between the parties.
Finally, the Plaintiff argues that National Union paid the losses under the 1996-97
agreements voluntarily, instead of through a claims payment fund, and therefore
cannot recover the payments under the voluntary payment doctrine.
A.
The Letters of Credit
This issue is a question of contract interpretation. In Georgia, interpretation of
a contract is a matter of law for the Court. O.C.G.A. § 13-2-1. In contract cases,
including insurance contract cases, the primary concern is the intent of the parties, and
to discover that intent the insurance contract will be construed according to the
entirety of its terms. See O.C.G.A. § 13-2-3; Crafter v. State Farm Ins. Co., 251 Ga.
App. 642, 644 (2001). Assuming there is but one reasonable interpretation of an
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agreement, such will be its meaning. See O.C.G.A. § 13-2-3; Crafter, 251 Ga. App.
at 644.
The contracts at issue are a series of successive agreements.
The first
Indemnity Agreement, dated April 1, 1990, laid out an arrangement by which National
Union would issue the workers’ compensation insurance policies listed in the
schedules attached to the agreement. The agreement stated that it “shall only
terminate at such time that all reported claims arising out of the issuance of the
Policy(ies) are closed.” (See Pl.’s Mot. for Summ. J., Ex. 8, at Art. X). The
agreement further stated that Williams “shall provide [National Union] at all times
with a clean, irrevocable, evergreen Letter of Credit from a bank acceptable to
[National Union] or other security as agreed upon hereunder in the amount of the Loss
Provision.” (Id. at Art. VIII). The collateral provision also provided that National
Union “may use or apply this Letter of Credit or any other cash security it holds from
[Williams] or any affiliate of Williams to pay any obligation in default to [National
Union] or in default to any affiliate of [National Union].” (Id. at Art. VIII). The next
Indemnity Agreement, dated April 1991, is substantially the same as the first
Indemnity Agreement. (See Pl.’s Mot. for Summ. J., Ex. 9). The 1991 Agreement
remained in force until April 1, 1995. (Tamblyn Dep. at 144-45).
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In March 1995, the parties entered into the Buyout Agreement. That agreement,
simply labeled “Term Sheet,” is an agreement by which the parties consolidated the
workers’ compensation and general liability policies for the “buyout period” from
April 1, 1990 through April 1, 1995. (See Pl.’s Mot. for Summ. J., Ex. 15). Under the
Buyout Agreement, the Plaintiff paid a $3.8 million premium. This premium was
intended to cover the Plaintiff’s obligations on claims remaining under the 1990-1995
policies. The Defendants agreed to pay up to $4.2 million under those policies, but
once the $4.2 million payout was exceeded, the Plaintiff’s reimbursement obligations
would resume. National Union refunded the security previously held including letters
of credit not at issue in this motion. (See id. at Ex. 16, Lanigan Dep. at 87-88). The
Plaintiff argues that the Buyout Agreement exhausted the collateral obligations
previously contemplated under the 1990 and 1991 Indemnity Agreements. Finally,
the Buyout Agreement calls for National Union to maintain a notional commutation
account consisting of 94% of the buyout premium, interest credit, and the insurer’s
losses paid to the insured. The Buyout Agreement does not address security or
collateral or identify the Indemnity Agreements specifically.
Soon after the Buyout Agreement, the parties entered into the first Program
Agreement, which was made on April 1, 1995. The agreement governs the parties’
rights and obligations with respect to the insurance policies and schedules attached to
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the agreement. The 1995 Program Agreement requires Williams to deliver acceptable
collateral to the Defendants at the inception of the agreement. (See Pl.’s Mot. for
Summ. J., Ex. 10, Part II, Art. 3). With respect to default, the agreement states: “If
you [Williams] become in default of any of your obligations under this Agreement or
any other similar agreement with us [the Defendants], we may take reasonable steps
to protect our interest. Such steps may include, but not be limited to, the following:
[1] Drawing upon, liquidating, or taking ownership of collateral deposited with us to
secure your payments under this or any other similar Agreement.” (Id. Part II, Art.
5). The Program Agreement made on April 1, 1996, includes the same language with
respect to collateral and default. (See Pl.’s Mot. for Summ. J., Ex. 11, Part II, Arts.
4 & 5).
Finally, in December 1997, the parties entered into the Collateral Agreement.
(See Defs.’ Mot. for Summ. J., Ex. B).
The Collateral Agreement provided an
overview for “the security arrangements for all ‘deductible program’ or ‘note plan’
policies of insurance for the years” 1990-1997. (Id.) For the policy years 1990-1995
– the note policy years – the agreement states that the security is posted pursuant to
the National Union Term Sheet agreement attached thereto. The term sheet attached
to the Collateral Agreement is the Buyout Agreement, which calls for National Union
to place the $3.8 million premium for the policy years 1990-1995 into an interest
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bearing account, notes the $4.2 million aggregate payout limit, and details the process
for commuting the agreement. (See Pl.’s Mot. for Summ. J., Ex. 15). The Collateral
Agreement further states that, for policy years 1995-1997 – the deductible policy
years – security is posted as a surety bond for $2,000,000 and a letter of credit for $2.2
million, which includes the $1,000,000 letter of credit posted as collateral for the
policies issued from 1996-1997. (Id.)
Based on all the agreements, the Court concludes the Defendants are permitted
to draw on the Letters of Credit issued as collateral in the 1995 and 1996 Program
Agreements. The plain language of the Indemnity Agreements allow the Defendants
to draw on the Letters of Credit. The Indemnity Agreements required Williams to
post collateral in the form of a letter of credit and provided that National Union “may
use or apply this Letter of Credit or any other cash security it holds from [Williams]
or any affiliate of Williams to pay any obligation in default to [National Union] or in
default to any affiliate of [National Union].” (See Pl.’s Mot. for Summ. J., Ex. 8, at
Art. VIII). Similarly, the Program Agreements allow the Defendants to draw on the
Letters of Credit. The Program Agreements state “[i]f you [Williams] become in
default of any of your obligations under this Agreement or any other similar
agreement with us, we may take reasonable steps to protect our interest. Such steps
may include, but not be limited to, the following: [1] Drawing upon, liquidating, or
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taking ownership of collateral deposited with us to secure your payments under this
or any other similar Agreement.” (Id. Part II, Art. 5). Accordingly, the terms of the
Indemnity Agreements and Program Agreements allow the Defendants to draw on the
Letters of Credit provided that the Indemnity Agreements and Program Agreements
are similar.
Although Williams argues that the Indemnity Agreements represent a
completely different arrangement than the arrangement embodied in the Program
Agreements, the Court concludes the two arrangements are sufficiently similar to
implicate the collateral provisions of both agreements. First, Williams argues that the
inclusion of other insurers along with National Union in the Program Agreements
renders those agreements different from the Indemnity Agreements. However, the
original Indemnity Agreement specifically contemplated the inclusion of future
sources of collateral and the future participation of National Union affiliates. It stated
that National Union “may use or apply [the] Letter of Credit [posted pursuant to the
1990 Indemnity Agreement] or any other cash security it holds from [Williams] or any
affiliate of Williams to pay any obligation in default to [National Union] or in default
to any affiliate of [National Union].” (Pl.’s Mot. for Summ. J., Ex. 8, at Art. VIII).
National Union currently holds the Letters of Credit posted by Williams for the
Program Agreements and is seeking to draw on them to pay Williams’ defaulted
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obligation to National Union and its affiliates, the other Defendants. (See Gallagher
Decl. ¶ 8; [Doc. 152-9]).2 Further, National Union was the contracting party in both
arrangements and is the beneficiary of the Letters of Credit at issue. (See Pl.’s Mot.
for Summ. J., Exs. 8-11; [Doc. 152-9]).
Next, Williams argues that the technical differences between the governing
agreements render the agreements substantially different. Instead of a plan for
indemnity and reimbursement of claims paid as outlined in the Indemnity Agreements,
the Program Agreements called for a retrospective premium payment calculated
according to an attached endorsement. (See Pl.’s Mot. for Summ. J., Ex. 10, at Art.
I). Additionally, under the Program Agreements, unlike the Indemnity Agreements,
Williams’ reimbursement obligations were addressed in the attached policies instead
of the governing agreements themselves. Finally, Williams argues that the collateral
obligations under the respective governing agreements were different in that the
Program Agreements did not require Williams to execute a promissory note and that
the Program Agreements did not call for collateral to secure “any obligation” but only
2
Williams argues that the Gallagher Declaration offers inadmissible parole
evidence. (See Pl.’s Reply in Supp. of Pl.’s Mot. for Summ. J., at 3-4). Williams
argues the declaration is inadmissible because Gallagher had no personal knowledge
of the negotiation between the parties. (Id.) However, the Court is only citing the
Gallagher Declaration for the evidence that the additional contracting parties to the
Program Agreements were National Union affiliates, not as aid to interpreting the
agreements.
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for obligations under the Program Agreements. Despite the Plaintiff’s arguments, the
agreements are still substantially similar in that they both provide for workers’
compensation and general liability coverage over a period of years identified in
attached policies and schedules.
The Defendants note that the changes in
reimbursement and premium payment procedures reflected in the Program
Agreements concern National Union’s accounting and tax practices. (See Defs.’
Reply in Supp. of Defs.’ Mot. for Summ. J., Ex. A, Kessel Decl. ¶ 5). They further
argue that all policies issued under both sets of governing agreements were a mix of
“deductible program” and “note plan” insurance. (Id. ¶ 3). Finally, the Defendants
note that under both sets of agreements National Union and its affiliates were required
to pay workers’ compensation claims and Williams was obligated to reimburse
payments past a certain limit. (Id. ¶ 6). Accordingly, the Court concludes the
Indemnity Agreements are similar to the Program Agreements.
Williams argues that the Buyout Agreement replaced the collateral obligations
of the Indemnity Agreements, thus preventing the application of the terms of the
Indemnity Agreements. However, the terms of the Buyout Agreement do not
undermine the plain language of the Indemnity Agreements and Program Agreements.
The Buyout Agreement is simply a two-page document listing the premium paid for
further liability on workers’ compensation claims, the limits for each claim, the
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aggregate limit, and terms of commutation. Because there is nothing in the Buyout
Agreement addressing collateral or addressing the Indemnity Agreements themselves,
the Buyout Agreement did not override any collateral provision in the Indemnity
Agreements. Accordingly, the Buyout Agreement does not represent a contractual
intent to forgo the provisions in the Indemnity Agreements allowing National Union
to draw on Letters of Credit with respect to the default of “any similar agreement.”
(Pl.’s Mot. for Summ J., Ex. 8, Part II, Art. 5) (emphasis supplied).
Williams also argues that the Collateral Agreement indicates that the
Defendants can only draw on the collateral assigned to each set of governing
agreements to recover for obligations owed under each respective agreement.
However, even assuming the Collateral Agreement’s distinction between the collateral
for the policies under the Indemnity Agreements and the collateral for the policies
under the Program Agreements was enforceable, the distinction does not override the
language in the Indemnity Agreements allowing National Union to “use or apply this
Letter of Credit or any other cash security it holds from [Williams] or any affiliate of
Williams to pay any obligation in default to [National Union] or in default to any
affiliate of [National Union].” (Indemnity Agreement, Defs.’ Ex. A, at 3) (emphasis
supplied). This language permits the Defendants to draw on the collateral explicitly
marked as the collateral for the Program Agreements for a breach of the Indemnity
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Agreements. The Collateral Agreement does not change this conclusion. To the
extent Williams is arguing that the Collateral Agreement replaced the obligations and
collateral rights of the Indemnity Agreements, Williams’ argument fails because the
Collateral Agreement and the governing agreements do not cover the same subject
matter. “An existing contract is superseded and discharged whenever the parties
subsequently enter upon a valid and inconsistent agreement completely covering the
subject-matter embraced by the original contract.” Wallace v. Bock, 279 Ga. 744, 746
(2005) (quoting Hennessy v. Woodruff, 210 Ga. 742, 744 (1954)). Here, the
Collateral Agreement is much more narrow that the governing agreements. The
Collateral Agreement only addresses collateral obligations while the Indemnity and
Program Agreements outline complex reimbursement and payment schemes, as well
as collateral obligations. Accordingly, the Collateral Agreement did not remove the
rights and obligations contained in the Program and Indemnity Agreements.
Finally, Williams’ argument that “holds” only refers to the collateral National
Union held at the time the Indemnity Agreements were executed is unpersuasive. The
relevant passage from the Indemnity Agreements states that National Union “may use
or apply [the] Letter of Credit [posted pursuant to the 1990 Indemnity Agreement] or
any other cash security it holds from [Williams] or any affiliate of Williams to pay any
obligation in default to [National Union] or in default to any affiliate of [National
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Union].” (Pl.’s Mot. for Summ. J., Ex. 8, at Art. VIII). There is no indication, such
as the use of the words “currently” or “now,” that the term “holds” only refers to
collateral that National Union possessed at the time of the contract. The more
reasonable interpretation is that National Union may draw on any cash security from
Williams it holds when Williams is in default of any obligation to National Union.
Accordingly, the Court concludes the Defendants are permitted to draw on the Letters
of Credit. The Defendants’ motion for summary judgment should be granted in that
respect and the Plaintiff’s motion for summary judgment should be denied in that
respect.
B.
The Voluntary Payment Doctrine
Williams argues that National Union waived its rights to recover its payments
under the 1996-97 policies under the voluntary payment doctrine. “[W]hen a payment
is made without a contractual or legal obligation to pay it, the payment is voluntary
and the payment cannot be recovered.” Southern Mut. Church Ins. Co. v. ARS Mech.,
LLC, 306 Ga. App. 748, 751-52 (2010) (citing Emergency Professionals of Atlanta,
P.C. v. Watson, 288 Ga. App. 473, 475 (2007)); O.C.G.A. § 13-1-13. Williams
contends that the payments the Defendants made after exhausting their obligation to
pay out $4.2 million under the Buyout Agreement were made voluntarily and without
a contractual obligation to do so.
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The Defendants, however, contend that Williams’ voluntary payment argument
is foreclosed by res judicata. The Court agrees. Res judicata, or claim preclusion,
bars a plaintiff from filing claims that were raised or could have been raised in earlier
litigation. A claim that could have been raised in earlier litigation is barred if: “(1)
there is a final judgment on the merits [in the earlier litigation]; (2) the decision was
rendered by a court of competent jurisdiction; (3) the parties, or those in privity with
them, are identical in both suits; and (4) the same cause of action is involved in both
cases.” Ragsdale v. Rubbermaid, Inc., 193 F.3d 1235, 1238 (11th Cir. 1999). Res
judicata can apply to final orders in the same action, and a summary judgment order
is a final order. See Jenkins v. Florida, 931 F.2d 1469, 1472 n.1 (11th Cir. 1991)
(applying res judicata based on a previous order in the same action); United States v.
One Colt Python .357 Cal. Revolver, 845 F.2d 287, 289 (11th Cir. 1988) (holding that
a summary judgment order is a final order). Here, this Court has granted summary
judgment in this case to the Defendants on their claim for breach of the Indemnity
Agreements. (See [Doc. 110]). By arguing that Defendants’ recovery is diminished
by the voluntary payment doctrine, Williams is arguing that the Buyout Agreement
changed the Defendants’ rights to recover under the Indemnity Agreements. But the
Court’s prior Order already established the Defendants’ rights to recover under the
Indemnity Agreements, and Williams did not argue in its prior motion for summary
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judgment or opposition to the Defendants’ motions for summary judgment that the
voluntary payment doctrine should affect the Defendants’ rights. Accordingly, the
Plaintiff’s argument with respect to the voluntary payment doctrine is barred by res
judicata. The Defendants’ motion for summary judgment should be granted.
IV. Conclusion
For the reasons set forth above, the Defendants’ Motion for Summary Judgment
[Doc. 147] is GRANTED and the Plaintiff’s Motion for Summary Judgment [Doc.
148] is DENIED. Pursuant to this Court’s prior Order, the Defendants are owed
$530,088.58. ([Doc. 110], at 19). The Defendants are permitted to draw on the
Letters of Credit they hold for the $530,088.58, as well as for the remaining
$1,487,145.84 balance owed to them.
SO ORDERED, this 19 day of June, 2013.
/s/Thomas W. Thrash
THOMAS W. THRASH, JR.
United States District Judge
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