VFS Leasing Co. v. J&L Trucking, Inc. et al

Filing 66

Opinion and Order signed by Judge James S. Gwin on 10/7/11. The Court denies VFS Leasing Company's request for certification for interlocutory appeal and its request for a stay. (Related Doc. 65 ) (M,G)

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
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VFS LEASING CO.,
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Plaintiff, Counter-Defendant, :
Third-Party Defendant,
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v.
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J&L TRUCKING, INC., et al.,
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Defendants, Third-Party
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Plaintiffs, Counter-Claimants,:
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v.
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MACK TRUCKS, INC., et al.,
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Third-Party Defendants.
:
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CASE NO. 1:09-CV-2942

OPINION & ORDER
[Resolving Doc. No. 65]

JAMES S. GWIN, UNITED STATES DISTRICT JUDGE:
On August 5, 2011, this Court denied in part Plaintiff VFS Leasing’s motion for summary
judgment, concluding that an ambiguity in the lease agreement between VFS and Defendant J&L
Trucking, Inc. needed to be resolved by the factfinder and that the parties should be permitted to
offer evidence on that ambiguity. [Doc. 53.] On September 2, 2011, VFS moved the Court to
reconsider that decision, arguing that a review of the entire agreement between the parties eliminated
any ambiguity. [Doc 58.] After again reviewing the parties’ written agreements, the Court denied
VFS’s motion. [Doc. 61.] The Court explained that the provision at issue reasonably could be read
one of two ways: as (1) an express warranty; or (2) not. Id. Accordingly, the Court concluded that

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Case No. 1:09-CV-2942
Gwin, J.
the ambiguity persisted and that the parties should be permitted to offer evidence to the factfinder
in order to determine the parties’ intended meaning. See Riley v. Ken Wilson Ford, Inc., 426 S.E.2d
717, 721 (N.C. Ct. App. 1993) (“Whether the parties have actually created an express warranty is
a question of fact.”); 11 Williston on Contracts § 30:7 (4th ed.) (“Where a written contract is
ambiguous, a factual question is presented as to the meaning of its provision, requiring a factual
determination as to the intent of parties in entering the contract.” (footnote omitted)); 6-25 Corbin
on Contracts § 25.18 (“Since any dispute about interpretation is ultimately a dispute about the
parties’ intent, a question of fact, disputed interpretation should be the province of the jury.”).
VFS now moves for an order certifying the Court’s August 5, 2011, and September 2, 2011,
decisions for interlocutory appeal. [Doc. 65]; see 28 U.S.C. § 1292(b). It also seeks a stay of
proceedings pending any interlocutory appeal. [Doc. 65.]
The Court will not certify those decisions for interlocutory appeal. Before certifying a nonfinal order under 28 U.S.C. § 1292(b), the Court must “be of the opinion that such order involves
a controlling question of law as to which there is substantial ground for difference of opinion.”
28 U.S.C. § 1292(b). Whether or not there is an ambiguity in the parties’ agreements is a question
of law. But VFS has not shown that “there is a substantial ground for difference of opinion” on that
question. Indeed, it has not cited in its motion a single North Carolina case in support of its claim
that the agreement is not ambiguous. Rather, it appears to argue that there is a substantial ground
for difference of opinion on the meaning of the lease agreement. See [Doc. 65, at 7 (“This Court’s
October 2, 2011 Opinion and Order itself confirms that there is a substantial ground for difference
of opinion. In that ruling, the Court observed that VFS offers a ‘permissible reading of Section 1(a)
of the lease agreement.’” (citation omitted)).] That is exactly the Court’s view.
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Case No. 1:09-CV-2942
Gwin, J.
And to the extent that VFS continues to offer unsupported argument that the agreements “do
not make any representations to J&L that could be construed by a trier of fact as creating an express
warranty,” id., the Court, for the reasons it has previously provided, see [Docs. 53 & 61], continues
to disagree.
Moreover, an immediate appeal would not “materially advance the ultimate termination of
the litigation.” 28 U.S.C. § 1292(b). This case is set for trial beginning next week—a trial that is
estimated to last only a few days, at most. VFS will have an opportunity to argue its position to the
factfinder. It may win. And if it loses, it can appeal then.
For these reasons, the Court DENIES VFS’s request for certification. Consequently, because
VFS seeks a stay only for the purpose of filing a certified interlocutory appeal, the Court DENIES
its request for a stay.
IT IS SO ORDERED

s/
James S. Gwin
JAMES S. GWIN
UNITED STATES DISTRICT JUDGE

Dated: October 7, 2011

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