D&S Marine Services, LLC v. Lyle Properties, LLC
Filing
94
ORDER AND REASONS denying 66 Motion for Summary Judgment; denying 91 Motion for Summary Judgment, for reasons set forth in document. Signed by Judge Jane Triche Milazzo. (ecm, )
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
D&S MARINE SERVICE, LLC
CIVIL ACTION
VERSUS
NO. 11‐508
LYLE PROPERTIES, LLC
SECTION "H” (1)
ORDER AND REASONS
Before the Court is Defendant Lyle Properties LLC’s Motion for Summary Judgment on
Contractual Liability Damages (Doc. 66) and Third‐Party Defendant Lawson Environmental Service,
LLC’s Motion for Summary Judgment (Doc. 91). For the following reasons both motions are DENIED.
BACKGROUND
Lawson Environmental Services, LLC (“Lawson”), the Third‐Party Defendant, had a direct
contract with BP Exploration & Production (“BP”) to perform work on the oil spill in the aftermath
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of the blowout on the Deepwater Horizon in April 2010 (“BP Oil Response Project”). Lawson
subsequently contracted with Lyle Properties, LLC (“Lyle”), the Defendant, in order to obtain a boat
to use while performing their work with BP. Lyle then contracted with D&S Marine Services, LLC
(“D&S”), the Plaintiff, for charter of the M/V DUSTIN D so that Lyle could fulfill their contract with
Lawson.
On October 1, 2010–prior to the end of the contracts’ term–Lawson informed Lyle that the
M/V DUSTIN D was no longer needed for the BP Oil Response Project. (Docs. 66‐3;66‐4.) On
October 4, 2010, Lyle returned the vessel to D&S and did not pay charter hire thereafter, effectively
terminating the Lyle‐D&S contract. (Doc. 32‐1.) Subsequently, D&S chartered the M/V DUSTIN D
to substitute charterers, earning $76,088.00 until it was sold on December 20, 2010. (Id.)
On March 3, 2011, D&S filed a Complaint against Defendant Lyle. (Doc. 1.) On April 5, 2011,
Lyle answered and made a Third‐Party Demand against Lawson. (Doc. 6.) This Court granted D&S’s
Motion for Partial Summary Judgment on Liability (Docs. 21; 31), as well as its Motion for Summary
Judgment on Contractual Damages (Docs. 32; 64; 65). The Court determined that Lyle breached
the Lyle‐D&S time charter, and as such, Lyle was obligated to pay D&S the unpaid charter hire
minus stipulated deductions ($247,674.40) with one and a half percent interest per month. (Docs.
64;65.) On March 27, 2012, Lawson filed a Motion to Alter or Amend the Court’s Order granting
D&S’s Motion for Summary Judgment on Contractual Damages. (Doc. 69.) Lawson’s Motion was
denied on May 4, 2012. (Doc. 89.)
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On March 22, 2012, Lyle filed a Motion for Summary Judgment. (Doc. 66.) Lawson opposed
the Motion on April 2, 2012. (Doc. 79.) On September 27, 2012, Lawson filed a Motion for
Summary Judgment (Doc. 91), which Lyle opposed on October 9, 2012 (Doc. 92).
LEGAL STANDARD
Summary judgment is appropriate “[i]f the pleadings, depositions, answers to
interrogatories, and admissions on file, together with affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to a judgment as a
matter of law.” Fed.R.Civ.P. 56(c) (2012). A genuine issue of fact exists only “[i]f the evidence is
such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986).
In determining whether the movant is entitled to summary judgment, the Court views facts
in the light most favorable to the nonmovant and draws all reasonable inferences in his favor.
Coleman v. Houston Indep. Sch. Dist., 113 F.3d 528 (5th Cir. 1997). “If the moving party meets the
initial burden of showing that there is no genuine issue of material fact, the burden shifts to the
non‐moving party to produce evidence or designate specific facts showing the existence of a
genuine issue for trial.” Engstrom v. First Nat'l Bank of Eagle Lake, 47 F.3d 1459, 1462 (5th Cir.
1995). Summary judgment is appropriate if the non‐movant “[f]ails to make a showing sufficient
to establish the existence of an element essential to that party's case....” CelotexCorp. v. Catrett,
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477 U.S. 317,324 (1986). “In response to a properly supported motion for summary judgment, the
nonmovant must identify specific evidence in the record and articulate the manner in which that
evidence supports that party's claim, and such evidence must be sufficient to sustain a finding in
favor of the nonmovant on all issues as to which the nonmovant would bear the burden of proof
at trial. John v. Deep E. Tex. Reg. Narcotics Trafficking Task Force, 379 F.3d 293,301 (5th Cir. 2004)
(internal citations omitted). “We do not ... in the absence of any proof, assume that the nonmoving
party could or would prove the necessary facts.” Badon v. RJ R Nabisco, Inc., 224 F.3d 382, 394 (5th
Cir. 2000) (quoting Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994)). Additionally, “[t]he
mere argued existence of a factual dispute will not defeat an otherwise properly supported
motion.” Boudreaux v. Banctec, Inc., 366 F.Supp.2d 425, 430 (E.D.La. 2005).
LAW AND ANALYSIS
Defendant/Third‐Party Plaintiff Lyle requests summary judgment on the issues of
contractual liability and damages on the basis that there are no genuine issues of material fact in
dispute regarding Lawson’s liability to Lyle for unpaid charter hire according to the clear terms of
the Lawson‐Lyle time charter. Third‐Party Defendant Lawson, on the other hand, seeks dismissal
of Lyle’s claims on the basis that they settled all claims regarding the use and procurement of the
M/V DUSTIN D. The Court finds that there are genuine issues of material fact as to the scope of the
settlement agreement between Lawson and Lyle. As such, both Motions for Summary Judgment
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are denied.
I.
Arguments of the Parties
Lyle argues that the Lawson‐Lyle time charter is unambiguous, and enforcement of the
contract’s plain language establishes that Lawson is liable to Lyle for the unpaid charter hire. (Doc.
66‐4.) Lyle avers that the time charter explicitly provides that Lawson agrees to pay Lyle $4,800.00
per day “from 7/12/10 to 1/12/11” to charter the M/V DUSTIN D. Lyle notes that there were no
supplementary or extraneous agreements between the parties and that the time charter states
that it “shall constitute the entire agreement between the parties,” and “[n]o changes,
amendments, or variations of the terms and conditions shall be valid or binding on the parties
hereto in any respect unless made in writing and signed by both parties hereto.” (Id.) Thus, Lyle
contends that since no written agreement prematurely ended the contract or otherwise altered
its terms, Lawson’s failure to use the M/V DUSTIN D until the end of the contract amounts to an
early termination. Accordingly, Lyle concludes that Lawson owes to it the unpaid charter hire plus
interest, less the amount of charter hire paid before October 1, 2010. (Id.)
Lawson counters and argues that the summary judgment request must be denied because
the parties entered into a settlement agreement addressing “all of their differences regarding the
work done by Lyle pursuant to its dealings with Lawson and in connection with BP’s Oil Spill
Response Project, the brokering of the M/V DUSTIN D and other work/supplies furnished by Lyle.”
(Doc. 79.) Lawson alleges that there was a clear understanding between the parties that M/V
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DUSTIN D was procured for the BP Oil Response Project and, despite the terms of the time charter,
if and when BP no longer needed the vessel the contract was terminated and there was no
expectation of future payments. (Id.) Lawson further notes that on December 16, 2010, Lawson
and Lyle entered into an agreement settling all of their issues in connection with BP’s Oil Response
Project, and as such, Lyle cannot seek recovery under the time charter. Under the settlement
agreement, Lawson avers that a final payment of $153,680.44 from Lawson resolved all monetary
issues between the parties.
II.
Analysis
Charter contracts are subject to the general rules of contract interpretation. See Marine
Overseas Services, Inc. v. Crossocean Shipping Co., 791 F.2d 1227, 1234 (5th Cir. 1986). The judicial
task in construing a contract is to give effect to the mutual intentions of the parties. Bridas
S.A.P.I.C. v. Gov’t of Turkmenistan, 345 F.3d 347, 355 (5th Cir. 2003). The time charter clearly
provides that contractual period starts on July 12, 2010 and last until January 12, 2011. By
releasing the M/V DUSTIN D from the BP Oil Response Project, Lawson effectively ceased
performing under the contract prior to the specified termination date. Lawson would, therefore,
be liable for the full payment of the charter hire pursuant to the terms of the contract.
Lawson points out, however, that the parties entered into a settlement agreement to
resolve all monetary issues arising out of their business dealings relating to the BP Oil Response
Project. Settlement agreements are treated like any other contract, and the Court must look within
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the four corners of the document to determine the intention of the parties with regard to the
scope of the settlement agreement. Shelton v. Exxon Corp., 921 F.2d 595, 600 (5th Cir. 1991).
Here, the half‐page settlement agreement between Lyle and Lawson is ambiguous as to
what the $153,680.44 covers. The settlement agreement merely states that the parties “reached
an agreement to settle their accounts for all work/materials at the Pointe Aux Chenes work site,”
and that the sum represents a “final payment.” (Doc. 79‐4.) Notably absent in their settlement
agreement is a discussion of damages arising from Lawson’s early termination of the time charter
contract. Without express language stating that the agreement contemplated such damages, the
Court is unable to declare whether the parties intended this settlement agreement to cover
damages arising from the breach of the time charter contract.
Ultimately, the Court finds that a genuine issue of material fact exists as to the scope of the
settlement agreement and whether the unpaid charter hire was included therein. Consequently,
the Motions for Summary Judgment are denied.
CONCLUSION
For the foregoing reasons, Defendant Lyle Properties LLC’s Motion for Summary Judgment
on Contractual Liability Damages (Doc. 66), and Third‐Party Defendant Lawson Environmental
Service, LLC’s Motion for Summary Judgment (Doc. 91) are DENIED.
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New Orleans, Louisiana, on this 22nd day of October, 2012.
___________________
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE
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