QFS Transportation, LLC v. Huguely, et al

Filing 45

ORDER granting 39 Plaintiff's Motion to Dismiss the Counterclaim of Defendant Robyn Huguely; denying 43 Defendant Robyn Huguely's Motion to Vacate Default Judgment, such that Defendant Robyn Huguely and Defendant Queen Logistics, LLC remain in default. Signed by Judge Michael R. Barrett on 5/6/2022. (kkz)(This document has been sent by regular mail to the party(ies) listed in the NEF that did not receive electronic notification.)

Case: 1:21-cv-00769-MRB Doc #: 45 Filed: 05/06/22 Page: 1 of 9 PAGEID #: 437

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
QFS Transportation, LLC,

)
)
) Case No.: 1:21-cv-00769
)
) Judge Michael R. Barrett
)
)
)
)
)
)

Plaintiff,
vs.
Robyn Huguely, et al.,
Defendants.

OPINION AND ORDER
This matter is before the Court on Plaintiff QFS Transportation, LLC’s Motion to
Dismiss the Counterclaim of Defendant Robyn Huguely (Doc. 39), which is unopposed.
This matter is also before the Court on Defendant Robin Huguely’s Motion to Vacate
Default Judgment (Doc. 43), which is opposed (Doc. 44).
I.

BACKGROUND
Allegations of the Verified Complaint.

Plaintiff QFS Transportation, LLC

(“QFS”) is a Nevada limited liability company and registered to do business in Ohio, with
its principal place of business located here in Hamilton County, Ohio. (Doc. 1 (¶ 1)).
Defendant Robyn Huguely (“Huguely”) is a resident of Newnan, Georgia and is a principal
and officer of co-Defendant Queen Logistics, LLC (“Queen”). (Id. (¶ 2)). Queen is a
Georgia limited liability company with a principal place of business located in Jonesboro,
Georgia. (Id. (¶ 3)). Defendant Mercury Transportation, Inc. d/b/a World Logistics USA,
LLC (“Mercury”) is a New Jersey corporation with its principal place of business located
in Allentown, New Jersey. (Id. (¶ 4)).
1

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QFS is a federally registered motor carrier that, among other things, provides thirdparty logistics services throughout the United States. (Doc. 1 (¶ 10)). QFS engages
independent contractors as agents to perform services for existing QFS customers in a
given local market, as well as to develop additional business there. (Id. (¶11)). On July
22, 2020, QFS and Queen entered into an Agreement for Regional Business
Development (“Agreement”) that included sections governing “Exclusivity”, “NonCompetition”, and “Non-Solicitation”. (Id. (¶ 19)). Among its duties, Queen was to
develop and solicit freight transportation exclusively for QFS in the southeastern region
of the United States. (Id. (¶ 21)). Huguely personally and expressly guaranteed all of
Queen’s obligations to QFS under the Agreement. (Id. (¶ 20); Doc. 1-1 PAGEID 23 &
(¶ 2(E)). QFS alleges that it terminated its relationship with Queen on September 13,
2021 and, thereafter, Queen entered into a relationship with Defendant Mercury—a direct
competitor of QFS—to perform the same services as it performed for QFS. (Doc. 1
(¶¶ 31–33)). On November 19, 2021, QFS sent a cease-and-desist letter to both Huguely
and Queen. (Doc. 1-2). QFS sent a letter to Mercury the same date. (Doc. 1-3). By
return correspondence through counsel, Mercury denied any wrongdoing. (Doc. 1-4).
On December 10, 2021, QFS filed a Verified Complaint for Temporary Restraining
Order, Injunctive Relief, and Damages against Huguely/Queen for breach of contract 1;
against Huguely/Queen and Mercury for violations of Ohio’s Uniform Trade Secrets Act
(“OUTSA”), Ohio Rev. Code § 1333.61–.69 2; and against Mercury for tortious interference

1

(Doc. 1 (¶¶ 46–53, 54–59)).

2

(Doc. 1 (¶¶ 60–72)).

2

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with a contract (the Agreement between Huguely/Queen and QFS) 3; and against
Huguely/Queen and Mercury for tortious interference with business relationships
(between QFS and its (current and prospective) agents, owner-operators, drivers, and
customers) 4. 5 As required under the local rules, 6 QFS filed a separate Motion for
Temporary Restraining Order and Preliminary and Permanent Injunction. (Doc. 8). The
Court subsequently allowed QFS the opportunity to supplement its Motion. 7 (Doc. 12).
Motion Practice.

On January 6, 2022, Defendant Huguely, proceeding pro se,

filed a memorandum in opposition to QFS’s Motion for Temporary Restraining Order
(Doc. 13) and, in the same memorandum, a Motion to Dismiss, and/or in the alternative,
to Transfer Venue (Doc. 14). 8 On January 20, 2022, QFS filed a combined reply in
support of its Motion for Temporary Restraining Order (Doc. 21) and memorandum in
opposition to Huguely’s Motion to Dismiss, and/or in the alternative, to Transfer Venue
(Doc. 22). On January 28, 2022, Huguely filed a reply in support of her Motion to Dismiss,
and/or in the alternative, to Transfer Venue (Doc. 25) and, again in the same
memorandum, a Motion to Strike Plaintiff QFS’s Complaint for “UnPerfected” Service
(Doc. 26). 9 On February 8, 2022, the Court denied Huguely’s Motion to Dismiss, and/or

3

(Doc. 1 (¶¶73–77)).

4

(Doc. 1 (¶¶ 78–84)).

5

(Doc. 8 PAGEID 81; Doc. 12 PAGEID 142).

6

See S.D. Ohio Civ. R. 65.1(b).

7

(12/21/2021 Minute Entry).

8

The Clerk docketed Huguely’s memorandum twice to capture both events in CM/ECF.

As before, the Clerk docketed Defendant Huguely’s memorandum twice to capture both events
in CM/ECF.
9

3

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in the alternative, to Transfer Venue and denied as moot her Motion to Strike. (Doc. 30).
The next day, February 9, 2022, the Court entered a Temporary Restraining Order
against Defendants Huguely, Queen, and Mercury 10 (Doc. 31), which expired on March
9, 2022 (Docs. 35, 36).
On January 28, 2022, Huguely also filed a “Counter-Claim” for “Discrimination,
Breach of Contract and failure to provide the agreed upon services and administration of
proper policy and procedure[.]” (Doc. 27). QFS moves to dismiss this counterclaim
because it is a procedural “anomaly.” (Doc. 39). Huguely has not filed a memorandum
in opposition to this motion. 11
Upon application by QFS, the Clerk entered default against Huguely and Queen
on March 3, 2022. (Docs. 38, 40, 41); see Fed. R. Civ. P. 55(a). Thereafter, on March
17, 2022, Huguely filed a motion to vacate the default “judgment” entered on March 3,
2022 “on behalf of herself and Queen Logistics, LLC”. (Doc. 43). QFS has filed a
memorandum in opposition to Huguely’s motion to vacate. (Doc. 44).
The Court will discuss the pending motions in reverse order.

10 Mercury filed a Motion to Dismiss QFS’s Verified Complaint (pursuant to Fed. R. Civ. P. 12(b)(2))
for lack of personal jurisdiction on February 21, 2022. (Docs. 32, 34). This Motion is fully briefed (Docs.
37, 42) and remains pending.

See S.D. Ohio Civ. R. 7.2(a)(2) (“Failure to file a memorandum in opposition may result in the
granting of any motion that would not result directly in entry of final judgment or an award of attorneys’
fees.”).
11

4

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II.

LAW AND ANALYSIS
Huguely’s Motion to Vacate. Default under Fed. R. Civ. P. 55 is a two-step

process—first, an entry of default by the Clerk 12 and, second, the subsequent entry of a
default judgment either by the Clerk 13 or the Court 14. Rodriguez v. Irwin, No. 7:10-CV102-FL, 2011 WL 737316, at *5 (E.D.N.C. Feb. 23, 2011). “The entry of default under
Rule 55(a) is simply a formal matter placing defendant on notice that it is in default, and
does not constitute entry of a judgment.” Id. (citations omitted). Here, the Clerk entered
default (as opposed to a default judgment) against both Huguely and Queen on March 3,
2022. Accordingly, the Court will construe Huguely’s pro se motion as one to set aside
these entries of default under Rule 55(c).
At the outset, Huguely’s motion as it relates to co-Defendant Queen will be denied.
In two previous Orders 15, the undersigned noted that Huguely may not proceed on behalf
of Queen because a corporation “must be represented in court by an attorney and may
not be represented by an officer.” Harris v. Akron Dep’t of Public Health, 10 F. App’x 316,
319 (6th Cir. 2001) (citations omitted); see Gerber v. Riordan, 649 F.3d 514, 516 (6th Cir.

“When a party against whom a judgment for affirmative relief is sought has failed to plead or
otherwise defend, and that failure is shown by affidavit or otherwise, the clerk must enter the party’s
default.” Fed. R. Civ. P. 55(a) (emphases added).
12

13

Fed. R. Civ. P. 55(b)(1).

14

Fed. R. Civ. P. 55(b)(2).

15 (Doc. 30 PAGEID 326 n.8; Doc. 31 PAGEID 337 n.13). And, during the Status Conference (by
telephone) held on January 12, 2022, the undersigned expressly advised Huguely that she could proceed
pro se on her own behalf, but not on behalf of her company.

5

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2011) (citing, inter alia, 28 U.S.C. § 1654). 16 The Clerk’s entry of default against Queen,
therefore, remains in place.
Turning to Huguely, the Clerk entered default based on the declaration (Doc. 381) submitted by QFS attorney, Charles E. Rust. Mr. Rust testified that Huguely failed to
file a responsive pleading by February 22, 2022, which was 14 days after the Court’s
February 8, 2022 Opinion and Order denying both her Rule 12(b)(3) motion to dismiss
and alternate 28 U.S.C. § 1404(a) motion to transfer17. See (Doc. 38-1 PAGEID 399 (¶¶
6–10); Doc. 38 PAGEID 395–96). In support of her motion to vacate, Huguely attaches
an “Answer” that she claims she sent to the Clerk—by ordinary mail—on February 8,
2022. (Doc. 43 PAGEID 425–27). This pleading was not received by the Clerk or by
opposing counsel 18. Huguely blames the USPS and comments further that “[t]he court
can also see that Defendant did not get the initial ‘Service’ mailed by the Plaintiff[ ] in this
case as well.” (Id. PAGEID 421). 19
QFS questions the truth of Huguely’s representation, but argues that, regardless,
her “Answer” fails to raise a meritorious defense such that vacating the entry of default
against her “would be an exercise in futility.” (Doc. 44 PAGEID 432). The Court agrees.

16 QFS cites Mfrs. Representatives Inc. v. Internal Revenue Serv., No. 1:12-cv-749, 2012 WL
6830382, at *1 (S.D. Ohio Nov. 29, 2012), report and recommendation adopted, 2013 WL 452813 (S.D.
Ohio Jan. 3, 2013) for this proposition.
17

See Fed. R. Civ. P. 12(a)(4)(A).

(Doc. 44 PAGEID 430 (“Plaintiff has yet to receive service of the purported Answer, or any of
Defendant’s other filings in this case, despite her certifications that those filings have been served by regular
mail.”)).
18

19 The record does not support Huguely’s observation about the USPS. Copies of the Verified
Complaint and Motion for Temporary Restraining Order and Preliminary and Permanent Injunction—along
with a Notice of Lawsuit and Request to Waive Service of a Summons—were sent to Huguely on December
10, 2021 via commercial carrier FedEx (Priority Overnight). (Doc. 16 (¶¶ 1–4) & Docs. 16-1, 16-2).

6

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An entry of default may be set aside “for good cause[.]” Fed. R. Civ. P. 55(c).
District courts enjoy “considerable latitude” under the “good cause” standard.
Waifersong, Ltd. v. Classic Music Vending, 976 F.2d 290, 292 (6th Cir. 1992). “Where
the defaulting party and counsel have not shown disrespect for the court, or have given
evidence of respect for the court’s process by their haste in acting to set aside the default,
the courts have been inclined toward leniency.” Smith v. Commr. of Internal Revenue,
926 F.2d 1470, 1480 (6th Cir. 1991) (quoting Shepard Claims Serv., Inc. v. William Darrah
& Assocs., 796 F.2d 190, 194–95 (6th Cir. 1986)). Still, a court may refuse to set aside
a default “where the defaulting party has no meritorious defense, where the default
is due to willfulness or bad faith, or where the defendant offers no excuse at all for the
default.” Burger v. Engineered Paint Applications, LLC, No. 1:17-cv-1063-STA-egb, 2017
WL 3431439, at *6 (W.D. Tenn. Aug. 9, 2017) (quoting Shepard Claims Serv.) (emphasis
added).
A “likelihood of success is not the measure” in analyzing whether a defendant
has a meritorious defense. Inhalation Plastics, Inc. v. Medex Cardio-Pulmonary, Inc., No.
2:07-cv-116, 2013 WL 992125, at *10 (S.D. Ohio Mar. 13, 2013) (quoting United Coin
Meter Co. v. Seaboard Coastline R.R., 705 F.2d 839, 845 (6th Cir. 1983)). “[T]he criterion
is merely whether there is some possibility that the outcome of the suit after a full trial will
be contrary to the result achieved by the default.” Id. (quoting Dassault Systemes, SA v.
Childress, 663 F.3d 832, 843 (6th Cir. 2011)) (cleaned up). “Thus, even conclusory
assertions may be sufficient to establish ‘the hint of a suggestion’ needed to present a
meritorious defense.” Id.

7

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The “Answer” that Huguely claims she mailed to the Clerk (and served on QFS’s
counsel) is a general denial of the allegations of QFS’s Complaint. (Doc. 43 PAGEID
425–26 (“Defendant Robin Huguely denies all allegations in Plaintiffs Complaint.”)). A
general denial, however, is insufficient to demonstrate a meritorious defense. Smith, 926
F.2d at 1480 (a general denial does not amount to even a “hint of a suggestion” that the
defendant can dispute the allegations in the complaint). Thus, Huguely’s motion to set
aside the Clerk’s March 3, 2022 entry of default against her will be denied.
In every Status Conference (by telephone) held in this matter, the undersigned
advised Defendant Huguely of the importance of retaining counsel to defend the pending
claims against her. The Court does so again. Within the Sixth Circuit, “cases discussing
motions to set aside default under Rule 55(c) are extremely forgiving to the defaulted
party and favor a policy of resolving cases on the merits instead of on the basis of
procedural missteps.” United States v. $22,050.00 United States Currency, 595 F3d 318,
322 (6th Cir. 2010) (citations omitted).

To this end, the Court would be willing to

reconsider its ruling should counsel enter an appearance on behalf of Huguely and Queen
and file the appropriate papers, so long as a final default judgment against them has not
been entered.
QFS’s Motion to Dismiss. QFS prefaces its motion by describing the filing of
Huguely’s “Counter-Claim” as “somewhat of a procedural anomaly.” (Doc. 39 PAGEID
403). It was filed as a stand-alone “pleading” yet, under the civil rules of procedure, a
counterclaim on its own is not a pleading. Instead, a counterclaim can only be stated
within a pleading. And, because Huguely’s counterclaim wasn’t, it should be dismissed.
QFS is correct.
8

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“Pleadings” are defined by the exhaustive list set forth in Fed. R. Civ. P 7(a)(1)–
(7). A “counterclaim” is not on that list. Rather, Fed. R. Civ. P. 13 governs counterclaims
(and crossclaims). Counterclaims, whether compulsory or permissive, must be stated in
a pleading. Fed. R. Civ. P. 13(a), (b). 20 And “[a] party must serve an answer to a
counterclaim or crossclaim within 21 days after being served with the pleading that
states the counterclaim or crossclaim.” Fed. R. Civ. P. 12(a)(1)(B) (emphasis added).
While held to a less stringent standard, “pro se litigants are not exempt from the
requirements of the Federal Rules of Civil Procedure.”

Tesley v. Martin, 2019 WL

11003420 (6th Cir. Apr. 1, 2019) (citing Wells v. Brown, 891 F.2d 591, 594 (6th Cir.
1989)). Because Huguely’s counterclaim was required to be stated in a pleading, and it
wasn’t, it is appropriately dismissed. See Bernstein v. IDT Corp., 582 F. Supp. 1079,
1089 (D. Del. 1984) (“[B]ecause [defendant] has filed no pleading, its counterclaims must
be dismissed and/or stricken at this juncture.”).
III.

CONCLUSION
Plaintiff QFS Transportation, LLC’s Motion to Dismiss the Counterclaim

of Defendant Robyn Huguely (Doc. 39) is hereby GRANTED.

Defendant Robyn

Huguely’s Motion to Vacate Default Judgment (Doc. 43) is hereby DENIED, such that
Defendant Robyn Huguely and Defendant Queen Logistics, LLC remain in default.
IT IS SO ORDERED.

_____/s/ Michael R. Barrett
JUDGE MICHAEL R. BARRETT

Cf. Fed. R. Civ. P. 13(e) (“The Court may permit a party to file a supplemental pleading
asserting a counterclaim that matured or was acquired by the party after serving an earlier pleading.”)
(emphases added).
20

9