Kawasaki Kisen Kaisha, Ltd. et al v. CMT International, Inc.
Filing
160
ENTER MEMORANDUM OPINION AND ORDER: The Court finds that Plano is bound as a party to the World Bill of Lading and may be held liable to Plaintiffs; Denies Plano's objections to Plaintiffs' Exhibits 2, 9, 18, 20, 21 and 88; Denies the Plain tiffs' objections to Plano's Exhibits 1, 3, and 4; and Sustains the Plaintiff's objections to Plano's Exhibits 2 and 5. Status hearing set for 7/25/2013 to set a trial date on the issues of causation and damages. Signed by the Honorable Harry D. Leinenweber on 7/19/2013:Mailed notice(wp, )
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
KAWASAKI KISEN KAISHA, LTD.,
and “K” LINE AMERICA, INC.,
Plaintiffs,
and
Case No. 07 C 5675
UNION PACIFIC RAILROAD CO.,
Hon. Harry D. Leinenweber
Intervening Plaintiff,
v.
PLANO MOLDING CO.,
Defendant.
MEMORANDUM OPINION AND ORDER
Before
the
Court
are
the
trial
record
and
post-trial
briefing of Plaintiffs Kawasaki Kisen Kaisha, Ltd. and “K” Line
America, Inc. (hereinafter, collectively, “K-Line”), Intervening
Plaintiff Union Pacific Railroad Co. (hereinafter, “UP”), and
Defendant Plano Molding Co. (hereinafter, “Plano”).
For the
reasons stated herein, the Court finds in favor of Plaintiffs.
I.
FACTUAL BACKGROUND
As the factual background of this dispute has been described
repeatedly, see, e.g., ECF No. 78, only a cursory review of the
underlying facts is provided here.
Plano is an Illinois corporation that designs, manufactures,
and
sells
plastic
storage
boxes.
Plano
contacted
CMT
International (“CMT”), a company that assists American customers
who wish to purchase products from Asia, because it needed new
molds. CMT solicited bids from manufacturers, and Plano selected
Kunshan, a Chinese company, as its fabricator for two steel molds
(the “Molds”) for its Illinois factory.
World
Commerce
Services
LLC
(“World”)
was
selected
to
coordinate the Molds’ transportation from China to the United
States.
The original shipping terms were Free on Board Shanghai
(“FOB Shanghai”), which indicates that the buyer takes ownership
of the goods as soon as they pass over the rail of the ship.
However, there was discussion between Robb Yunger (“Yunger”) of
Plano, John Wember (“Wember”) of World and Amna Shah (“Shah”) of
CMT as to altering the delivery terms from FOB Shanghai to
Delivered Duty Paid (“DDP”).
Despite that discussion, the terms
were not changed and the World Bill of Lading identifies Plano as
the consignee.
3, 2005.
Plano received the World Bill of Lading on April
It contained a “Himalaya clause” that grants World’s
subcontractors all warranties and indemnities defined in the Bill
of Lading.
Under Section 2.3, a “Merchant” is defined as “the
Shipper, the Receiver, the Consignor, the Consignee, the Holder
of this Bill of Lading and any person having a present or future
interest in the Goods or any person acting on behalf of any of
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the
above-mentioned
persons.”
J.
Ex.
79
at
WCS
000161.
According to the World Bill of Lading, if any party other than
World packs the shipping container, the Merchant warrants “that
the stowage and seals of the containers are safe and proper and
suitable for handling and carriage and indemnifies [World] for
any injury, loss or damage caused by breach of this warranty.”
Id. at WCS 000165.
As the freight forwarder, World contracted with THI Group
Ltd. (“THI”) and K-Line to ship the Molds from China to Illinois.
K-Line in turn subcontracted shipping within the United States to
UP.
The Molds were on a UP train in Oklahoma on April 21, 2005
when it derailed, causing $4 million of damage to UP and K-Line
customers.
II.
PROCEDURAL BACKGROUND
Following the derailment of the UP train, various Complaints
were filed in the Southern District of New York by owners of
cargo damaged by the derailment, as well as among the parties to
this lawsuit.
K-Line filed an action in this District against
Plano and CMT, but it was consolidated for pre-trial proceedings
in the Southern District of New York with eight other actions.
All the other claims settled, leaving only Plaintiffs’ suit
against
Plano,
which
the
Southern
transferred back to this District.
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District
of
New
York
On July 27, 2011, the Court granted Plano’s Motion for
Summary Judgment on Plaintiffs’ breach of contract and negligence
claims.
With
respect
to
the
breach
of
contract
claims,
Plaintiffs argued that they were entitled to indemnification and
damages because Plano was a “Merchant” as defined in the K-Line
and World Bills of Lading.
Plano responded that it was not a
party to either Bill of Lading and did not accept their terms.
The Court agreed with Plano, finding that because it was not
a party to the K-Line Bill of Lading, nor a principal of a party
to the Bill of Lading, it could not be bound by it.
While the
Court noted some discrepancies as to whether Plano was the true
consignee to the World Bill of Lading, it found that Plano could
not be bound through the actions of World or THI, and granted
summary judgment on Plaintiffs’ claims under the World Bill of
Lading. The Court also granted summary judgment in Plano’s favor
on Plaintiffs’ negligence claims.
Plaintiffs appealed, and the Seventh Circuit affirmed the
Court’s decision regarding the negligence claims and Plaintiffs’
breach of contract claims under the K-Line Bill of Lading.
However, the Seventh Circuit found unresolved questions of fact
material to the determination of Plaintiffs’ contract claims
based on World’s Bill of Lading.
The Seventh Circuit stated
that, in analyzing Plaintiffs’ contention that Plano is bound by
the terms of the World Bill of Lading as a contracting party, “we
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must consider Plano’s role in obtaining World as the freight
forwarder for the molds’ transportation.” Kawasaki Kisen Kaisha,
Ltd. v. Plano Molding Co., 696 F.3d 647, 656 (7th Cir. 2012).
The Seventh Circuit found this question important, because “if
Plano engaged World to handle the shipment on its own behalf, it
could be found liable to K-Line and Union Pacific by the plain
terms of the World Bill of lading.”
Id.
The Court found the
evidence surrounding the Plano/CMT/World transaction “murky at
best,” and concluded that conflicts in the record created a
material question of fact that required remand.
Id.
As such,
the Seventh Circuit concluded:
On this record, we are unable to ascertain
whether CMT or Plano arranged the molds’
shipment
with
World.
Without
this
determination, we cannot conclude whether or
not Plano engaged World in a manner that
would impose liability as a contracting
party, and subject Plano to liability under
the World bill of lading. As to this narrow
issue, we reverse the district court’s grant
of summary judgment and remand for further
consideration.
Id. at 657-58.
On June 24, 2013, the Court conducted a one-day bench trial
focusing on the narrow issue raised by the Seventh Circuit with
respect to the World Bill of Lading.
presented
both
live
and
deposition
Plano/CMT/World transaction.
Plaintiffs and Plano
testimony
regarding
the
After the trial concluded, the
Court directed the parties to submit post-trial closing briefs.
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III.
A.
DISCUSSION
Evidentiary Rulings
None of the parties filed motions in limine prior to trial,
but both sides identified exhibits to which they objected in the
Pre-Trial Order.
ECF No. 153.
The parties resolved many of
their objections prior to trial, but a few remain.
objected
to several
exhibits
that
dealt
with
a
prior
Plano
mold
shipment (Pls.’ Exs. 2, 9, 18, 20 and 21) and K-Line’s service
contract with World to which Thomas Kessery (“Kessery”) testified
(Pls.’ Ex. 88).
Plaintiffs objected to five pretrial pleadings
that Plano seeks to admit (Defs.’ Exs. 1, 2, 3, 4, 5).
The basis for Plano’s objections to all six of Plaintiffs’
contested
exhibits
is
lack
of
relevancy.
“The
basic
rule
governing a federal trial is that all relevant evidence is
admissible,” except as otherwise provided by law.
United States
v. Thompson, 990 F.2d 301, 303 (7th Cir. 1993); FED. R. EVID. 402,
403.
While the Court finds the exhibits to be of limited
relevance for the narrow issue being examined here, it declines
to
strike
them.
Those
documents
involving
previous
mold
shipments have some relevance to the shipping terms, as discussed
below.
Plano’s
consideration.
five
pre-trial
pleadings
require
a
bit
more
The Court, curious as to the manner in which
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Plano sought to use these pleadings as evidence, allowed Defense
Counsel to address them in his opening statement.
Plano relied
on these pleadings as support for the contentions that (1) Plano
directed CMT to hire World (Def.’s Exs. 3, 4; Tr. at 21-23); (2)
Plano instructed World and CMT to change the sales term from FOB
to DDP (Def.’s Ex. 1, Tr. at 21); (3) CMT billed Plano for the
cost of shipping (Def.’s Ex. 4; Tr. at 22); and (4) CMT was
obligated contractually to and did arrange for the shipment of
the Molds, and fits the contractual definitions of shipper and
owner as it owned the Molds at the time of derailment under a DDP
delivery term
Defendant’s
(Def.’s Ex. 2, Tr. at 22).
Exhibit
5
was
unclear
during
The purpose of
Plano’s
opening
statement.
Plano argues that these documents should be admitted as
exhibits, either because they constitute judicial admissions or
because they constitute admissions of a party’s agent pursuant to
Federal Rule of Evidence 801(d)(2)(D).
Plaintiffs respond that
Plano is misconstruing legal arguments Plaintiffs made in the
early stages of this litigation as binding admissions of fact.
K-Line Closing Br. at 11.
Both parties agree that judicial admissions are formal
concessions in the pleadings, or stipulations by a party or its
counsel, that are binding on the party making them.
See, e.g.,
Pierce v. City of Chicago, No. 09-CV-1492, 2012 U.S. Dist. LEXIS
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14331 at *9 (N.D. Ill. 2012).
trial.
Id.
They may not be controverted at
“Judicial admissions . . . are not limited to
statements made in a particular motion or application pending.
Any deliberate, clear, and unequivocal statement, either written
or oral, made in the course of judicial proceedings qualifies as
a judicial admission.”
Id. (quotations omitted).
As a general
rule, factual admissions are binding on a party as a judicial
admission unless withdrawn or amended.
Canon U.S.A. v. Nippon
Liner Sys., 90 C 7350, 1992 U.S. Dist. LEXIS 7659 at *6 (N.D.
Ill. Jun. 2, 1992).
A counsel’s legal conclusions, however, are
not binding as judicial admissions.
Id.
The first three statements above are clearly factual in
nature, and contrary to Plaintiffs’ contentions, are not legal
arguments.
As such, the Court denies Plaintiffs’ request to
strike Defendant’s Exhibits 1, 3, and 4, and they are admitted
for the limited purpose described in Plano’s opening statement.
The fourth statement above is more problematic.
Plano
wishes to admit Defendant’s Exhibit 2, Plaintiff’s Memorandum of
Law in Opposition to Defendant CMT International Inc.’s Motion to
Dismiss the
Complaint,
to
try
to
demonstrate that
responsible for shipping the molds from China.
CMT was
In particular,
Plano quoted the following passage from the memorandum in its
opening statement:
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CMT fits this definition as the “shipper” or
the “consignor,” since CMT was contractually
obligated to – and did – arrange for the
shipment of the Steel Molds from China. CMT
also fits the definition as the “owner,” as
it was the owner of the Steel Molds at the
time of the derailment under a D.D.P.
delivery term.
Tr. at 22 (quoting Defs.’ Ex. 2 at 12).
The Court first notes
that this statement is of questionable relevance, since it is
discussing
contractual
terms
of
K-Line’s
contracts, not the World Bill of Lading.
transportation
See Def.’s Ex. 2 at 12.
In addition, the Court finds this paragraph, which was advocating
Plaintiffs’ stance as to contractual interpretation, to be more
“in the nature of a legal conclusion” than a factual admission.
See Cannon USA, 1992 U.S. Dist. LEXIS 7659 at *7.
As such, the
statement is not a binding judicial admission and cannot be
relied upon by Plano.
For the same reason, the Court declines to
treat the statement as an evidentiary admission of a party’s
agent pursuant to Federal Rule of Evidence 801(d)(2)(D).
For these reasons, the Court thus sustains Plaintiffs’
objections as to Defendant’s Exhibit 2.
The Court also sustains
the objections to Defendant’s Exhibit 5, as it is unclear for
what purpose Plano sought to use that document.
B.
Findings of Fact and Conclusions of Law
Pursuant to Federal Rule of Civil Procedure 52, the Court
enters the following written Findings of Fact and Conclusions of
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Law based upon consideration of all the admissible evidence as
well as this Court’s own assessment of the credibility of the
trial witnesses.
1.
Findings of Fact
a. Plano Selected World to Ship the Molds
and Gave World Instructions How to Do So
It is undisputed that Plano selected World as its forwarder
with respect to shipping the Molds.
Yunger admitted in his
written declaration that he requested World be used in connection
with the shipping of the Molds due to his favorable experiences
with World with prior shipments.
J. Ex. 101 ¶ 32.
Indeed,
Wember testified that he did not have any direct dealings with
CMT regarding the shipment of the Molds.
Instead, he dealt directly with Plano.
J. Wember Dep. at 54.
Id.
Plano’s involvement in arranging the shipment of the Molds
with World is further evidenced by several instructions Plano
issued to World regarding the mold shipments.
For example,
Yunger instructed Wember in a March 4, 2005 email that he wanted
to ship the Molds “full container load,” or “FCL,” which means
that the only cargo in the container was to be the Molds.
66 at Plano 00101; Yunger Dep. at 118-19.
J. Ex.
Yunger further told
Wember that he could use a twenty-foot container for the Molds.
J. Ex. 66 at Plano 00101; Yunger Dep. at 119.
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The foregoing evidence and testimony establish that Plano
selected World as its forwarder and more likely than not worked
directly with World to arrange the shipping of the Molds.
b.
The Molds Were Shipped FOB Shanghai
As noted by the Seventh Circuit, there is conflicting
evidence as to the shipping terms. Plano contends that the terms
were changed from FOB to DDP.
This argument is supported by
email exchanges in which Yunger of Plano instructed Wember of
World that he wanted to ship the Molds FCL and “terms to shipper
were FOB Shanghai.”
J. Ex. 66 at Plano 00100-101.
Yunger asked
Wember to arrange shipping and billing on the same terms as the
last molds, except these molds were from China.
Id.
Wember
responded that the previous shipment had been DDP, and not FOB as
Yunger requested. Id. at Plano 00099-00100. Yunger responded to
Wember that “[t]his should be same as last time.
Please correct
as needed to reflect DDP (Delivery Duty Paid) to CMT.”
Id.
However, the evidence shows that Wember was mistaken in his
statement to Yunger that the previous mold was sold to Plano on
DDP terms.
Despite
See, e.g., Tr. at 57-58.
Yunger’s
directive
to
World
based
on
Wember’s
erroneous statement, the terms were never changed to DDP.
There
is no evidence that Plano sought to change the terms with CMT or
Kunshan, and indeed, both Samuel Wu (“Wu”) and Monica Lien
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(“Lien”) of CMT testified that CMT received no such request from
Plano.
See Tr. at 56, 114.
Plano’s claim that the shipment was supposed to be DDP is
also contradicted by further evidence.
First, Plano’s requests
for quotations for the Molds and the attached specifications
required bids on FOB terms.
See J. Ex. 3 at CMT-0001 (“F.O.B.:
Port of shipment in tool shop country”), CMT-0006 (“The quote is
not to include the cost to deliver the mold to Plano Molding
Company”); see also J. Ex. 4. Indeed, Kunshan’s and CMT’s quotes
were both based on FOB load port.
See J. Ex. 7 (“Mold cost
quoted FOB shanghai”); J. Ex. 8 (“Mold cost is F.O.B. Shanghai”).
Second, Plano’s purchase orders with CMT were on FOB terms, which
is how CMT invoiced Plano.
See, e.g., J. Exs. 10, 62.
This is
consistent with Plano’s prior shipments with CMT, as both Wu and
Lien testified that shipments were always on FOB terms.
at 59, 114.
See Tr.
Third, while it is true that Plano did not pay World
directly for the freight, see J. Ex. 101 ¶ 36, it is also true
that CMT invoiced Plano for the freight and customs duties in
addition to the costs of the Molds, see J. Exs. 93, 94.
The fact
that Plano paid for freight and customs, although through CMT, is
also consistent with a FOB shipment.
Fourth, CMT charged Plano
for a FOB sale in all six invoices that were issued for the
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Molds, including several after Yunger’s email to Wember asking
for DDP terms.
See J. Exs. 13, 14, 62, 63, 93, 94.
Plano put forth evidence that CMT returned all monies that
Plano paid for the Molds after they were destroyed in the
derailment. Plano argues that this reflects a DDP transaction in
which CMT bore the risk of loss until actual delivery was made to
Plano, because in a FOB transaction, Plano would have owned the
Molds at the time of the transaction and would have borne the
risk of loss.
However, Wu explained that CMT’s decision to
return that money to Plano was necessary to continue doing future
business with Plano.
Tr. at 72-73, 78-79.
Plano provided no
evidence to call that explanation into question, and the Court
has no reason to doubt it.
Thus, based on the foregoing evidence and testimony, the
Court finds that it is more likely than not that the sale terms
for the purchase of the Molds were FOB, and not DDP.
c.
Plano is the Consignee of the World Bill of Lading
It is undisputed that Plano is listed as the consignee for
the Molds on the World Bill of Lading and the World arrival
notice.
J. Exs. 78, 84.
that this was a mistake.
Plano presented testimony from Wember
Wember Dep. at 33-34.
However, an
internal discussion at World involving Wember and his colleague,
Amna Shah (“Shah”), concerning the World Bill of Lading made it
clear that Plano should be the consignee, even after Wember
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suggested
that
CMT,
not
Plano,
should
be consignee.
Shah
responded to Wember’s suggestion, “[p]lease follow my instruction
that are:
consignee on H B/L will be Plano Molding not CMT.”
Ex. 65 at WCS 285-86.
Wember then acknowledged, “[y]es, I was
wrong and you were right.
he.”
J.
I should just leave you alone, he he
Id.
The World Bill of Lading thus lists Plano as the
consignee.
Thus, Wember’s testimony that Plano was listed
erroneously on the World Bill of Lading is contradicted both by
his own email to Shah as well as the fact that the bill of lading
was never altered.
As such, it is more likely than not that
Plano was the consignee on the World Bill of Lading.
2.
Conclusions of Law
As the Seventh Circuit explained, a bill of lading can serve
many functions, such as (1) an acknowledgment for the receipt of
goods; (2) evidence of title; or (3) evidence of a contract of
carriage.
Kawasaki Kisen Kaisha, 696 F.3d at 652.
The bill of
lading is the transportation contract between the shipper and the
carrier, and its terms and conditions bind the shipper and all
connecting carriers.
Id.
“Contracts for carriage of goods by
sea must be construed like any other contracts:
and consistent with the intent of the parties.”
by their terms
Id. (quoting
Norfolk Southern R.R. Co. v. Kirby, 543 U.S. 14 at 31).
The
question before the Court on remand is whether, based on its
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relationship to World, Plano can be bound to the World Bill of
Lading as the purchaser of the Molds.
The Court finds that it
can.
The World Bill of Lading contains “Merchant” and “Himalaya”
clauses that protect K-Line and UP.
Clause 3 of the World Bill of Lading states:
Carrier shall be entitled to subcontract
directly or indirectly on any terms the
whole or any part of the handling, storage,
or carriage of the goods and all duties
undertaken by Carrier in relation to the
goods. Every servant, agents, subcontractor
(including sub-subcontractors), or other
person whose services have been used to
perform this contract shall be entitled to
the rights, exemptions from, or limitations
of, liability, defenses and immunities set
forth herein. For these purposes, Carrier
shall be deemed to be acting as agent or
trustee
for
such
servants,
agents,
subcontractors, or other persons who shall
be deemed to be parties to this contract.
J. Ex. 79 at WCS 000161-62.
Clause 2.3 states:
2.3
“Merchant”
includes
the
Shipper,
the
Received, the Consignor, the Consignee, the
Holder of this Bill of Lading and any person
having a present or future interest in the
Goods or any person acting on behalf of any
of the above-mentioned persons.
Id. at WCS 00161.
Clause 10 states in part:
If Carrier receives the goods already packed into
containers:
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.
2.
.
.
Merchant warrants that the stowage and seals
of the containers are safe and proper and
suitable for handling and carriage and
indemnifies Carrier for any injury, loss or
damage caused by breach of this warranty;
.
.
.
Id. at WCS000165.
As the Seventh Circuit stated, to determine whether Plano
can be bound to the terms of the World bill of lading as a
contracting party, it is necessary to consider Plano’s role in
obtaining World as the freight forwarder. Kawasaki Kisen Kaisha,
696 F.3d at 656.
The Court’s Findings of Fact, as stated above,
indicate that it is more likely than not that Plano engaged World
to handle the shipment on its own behalf.
Specifically, it is
undisputed that Plano selected World as its forwarder, and
instructed CMT to contact World regarding the shipment.
It
appears that Plano was the entity that had direct contact with
World regarding the shipment, and instructed World as to some of
the shipping arrangements.
The record also indicates that it was more likely than not
Plano’s obligation to arrange the Molds’ transportation.
While
Plano claims that the shipment was supposed to be DDP and not
FOB, the record before the Court contradicts that claim.
In
seeking bids for the Molds, Plano requested and received bids
according to FOB shipping.
The invoices it received reflected
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FOB shipping.
While there was discussion between Yunger and
Wember about changing the terms to DDP, the Bill of Lading
reflects FOB shipping terms, listing World as the consignee.
While Wember testified that this was a mistake, internal World
emails contradict his statement, and it is undisputed that no
correction or change to the shipping terms was ever made.
On
this record, the Court determines that it is more likely than not
that Plano was obligated to and arranged the Molds’ shipment with
World.
As such, Plano is bound to the World Bill of Lading and
may be held liable to Plaintiffs pursuant to the Merchant and
Himalaya clauses in the World Bill of Lading.
In addition to holding that Plano is subject to the World
Bill of Lading, Plaintiffs also request that the Court hold that
Plano’s liability to them under the World Bill of Lading “is also
based on the Merchant, Himalaya and Subcontractor clauses under
‘K’ Line’s Bill of Lading which was fully incorporated therein by
reference.”
K-Line Closing Br. at 15.
Plaintiffs rely heavily
on the testimony of Kessery, who they claim testified that “these
provisions were incorporated by reference in the World Bill of
Lading under Clauses 2.3, 10.2 and 22.”
The
Court
declines
to
hold
that
Id.
Plano’s
liability
to
Plaintiffs may also be based on the Merchant, Himalaya and
Subcontractor clauses under K-Line’s Bill of Lading.
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First, such an analysis and ruling would be outside the
narrow issue this Court was directed to examine on remand by the
Seventh Circuit.
The present analysis is limited to whether
Plano is a party to the World Bill of Lading and may be held
liable under it to Plaintiffs.
Second, while the Court allowed
Mr. Kessery to testify at trial, it affords little weight to his
testimony. Not only was he disclosed after discovery closed, but
Plaintiffs’ counsel acknowledged that he is not the K-Line
employee who was involved directly in negotiating the service
contract between K-Line and World, and that he was not testifying
as an expert.
Tr. at 5, 134-35.
In addition, the Court finds
much of his testimony to be irrelevant or duplicative of issues
already determined in the case.
Finally, while Plaintiffs state
repeatedly that the Merchant and Himalaya clauses of the K-Line
Bill of Lading were fully incorporated in the World Bill of
Lading by reference, the Court fails to see how this is so, even
with Kessery’s self-serving testimony.
As such, the Court
declines to rule that Plano’s liability is also based on the KLine’s Bill of Lading.
IV.
CONCLUSION
For the reasons stated herein, the Court rules as follows:
1.
Finds that Plano is bound as a party to the World Bill
of Lading and may be held liable to Plaintiffs;
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2.
Denies Plano’s objections to Plaintiffs’ Exhibits 2, 9,
18, 20, 21 and 88;
3.
Denies the Plaintiffs’ objections to Plano’s Exhibits
1, 3, and 4; and
4.
Sustains
the
Plaintiff’s
objections
to
Plano’s
Exhibits 2 and 5.
The parties are to appear before the Court on Thursday,
July 25, 2013 at 9:00 a.m. to set a trial date on the issues of
causation and damages.
IT IS SO ORDERED.
Harry D. Leinenweber, Judge
United States District Court
DATE: July 19, 2013
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