United States District Court, W.D. Louisiana, Alexandria Division
PEREZ-MONTES, MAGISTRATE JUDGE
the Court is the motion of defendants Travis Brown and MB
Dock and Storage, LLC (hereinafter "Defendants")
for summary judgment. (Doc. 22). All responsive pleadings
have been filed (Docs. 26, 27), and the matter is ready for
disposition. For the following reasons, Defendants'
Motion for Summary Judgment will be DENIED.
Background and Procedural History
suit was brought pursuant to diversity jurisdiction under 28
U.S.C. §1332 by plaintiff Harbor M Investment Company
("Harbor Metal") on December 8, 2015. There is
complete diversity between the parties, as Harbor Metal's
domicile was California and China, Defendant Travis Brown was
domiciled in Louisiana, and Defendant MB Dock and Storage was
domiciled in Louisiana. (Docs. 1, 39). Additionally,
jurisdiction is proper as Plaintiff claims over $75, 000 in
damages, satisfying the complete diversity requirements.
(Doc. 1, p. 6).
suit arises out of an Agreement to Sell and Purchase
("Purchase Agreement") between Harbor M and MB Dock
and Storage. (Doc. 1, p. 2). The Purchase Agreement, Dated:
December 8, 2014, stated MB Dock was to purchase land and
improvements on the property owned by Harbor M for $2.6
million dollars. (Doc. 1, p. 2). Harbor M claims that an
addendum to the Purchase Agreement allowed it one year from
the date of the Purchase Agreement to sell to a third party m
scrapping company a paper machine that was located on the
property. (Doc. 1, p.2). The profits from this sale were to
be divided between Harbor M and MB Dock. (Doc. 1, p.2).
Harbor M also claims that after the closing of the Purchase
Agreement on January 14, 2015, MB Dock intentionally
prevented Harbor M from selling the paper machine so the year
could run and MB Dock could sell the paper machine to another
m scrapping company to retain all the profits from the sale.
(Doc. 1, p.3). Harbor M further asserts MB Dock removed and
sold, without Harbor Metal's knowledge, a pulper machine
from the property prior to the consummation of the Purchase
Agreement. (Doc. 1, p.6). Harbor M claims damages of $825,
000 related to the lost income of the sale of the paper and
pulper machines, additional damages resulting from
Defendants' acts and reasonable attorney's fees.
(Doc. 1, p.6).
filed this motion for summary judgment arguing that the Act
of Cash Sale (Doc. 22-3), not the Purchase Agreement,
correctly identified the terms of the sale of the property
and unambiguously provides the Defendants to be the owners of
the paper machine at the time of sale. (Doc. 22, p. 2).
Defendants further claim they were entitled to sell the paper
machine as its rightful owners. (Doc. 22, p.2-3). Defendants
allege the sale of the pulper machine did not comport with
the requirements of the Act of Cash Sale, which included
notification and approval by MB Dock prior to the sale of any
movable. (Doc. 22-2, p.5-6). Harbor M has opposed
Defendants' motion for summary judgment (Doc. 26) and
Defendants timely replied (Doc. 27), completing the record
with all necessary briefs.
carefully considered the motion, supporting documents, and
briefs, we observe the following:
Law and Analysis
Summary Judgment Standard
"shall grant summary judgment if the movant shows there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law."
Fed.R.Civ.P. 56(a). If the non-movant bears the burden of
proof at trial, the movant need not disprove every element of
the non-movant's case; rather, the movant can satisfy his
burden by pointing to the absence of evidence to support the
non-movant's case. Little v. Liquid Air Corp..
37 F.3d 1069, 1075 (5th Cir. 1994). Further, we consider
"all evidence in the light most favorable to the party
resisting the motion." Seacor Holdings, Inc. v.
Commonwealth Ins. Co., 635 F.3d 675, 680 (5th Cir. 2011)
(internal quotations omitted). In this analysis, we review
facts and draw all inferences most favorable to the
nonmovant, "[h]owever, mere conclusory allegations are
not competent summary judgment evidence, and such allegations
are insufficient, therefore, to defeat a motion for summary
judgment." Eason v. Thaler. 73 F.3d 1322, 1325
(5th Cir. 1996). It is important to note that the standard
for a summary judgment is two-fold: (1) there is no genuine
dispute as to any material fact, and (2) the movant
is entitled to judgment as a matter of law.
instance, Defendants fail to show the lack of a genuine
dispute as to any material fact. There are three contracts
presented (the Act of Cash Sale (Doc. 22-3), the Purchase
Agreement (Doc. 22-4), an addendum to the Purchase Agreement
dated December 8, 2014 (Doc. 26-2, p. 6)) and the provisions
of each are ambiguous. Defendants argue that the Act of Cash
Sale (Doc. 22-3), is the primary contract between the parties
and reflects the unambiguous agreement. (Doc. 22, p. 2).
However, Harbor M argues that the original Purchase Agreement
(Doc. 22-4) and the December 8, 2014 addendum accurately
reflect the parties' intent. This addendum dated December
8, 2014 and signed only by Harbor Metal's representative
is posited as evidence that the paper machine was excluded
from the sale to MB Dock for at least one year. (Doc. 26-2,
p. 6-7). As we observed, during that one year, Harbor M would
retain the rights to sell the paper machine and divide the
profits between Harbor M and MB Dock. This disagreement
regarding which contract and terms apply to the sale of the
paper machine creates a genuine dispute as to material fact.
It is unclear which document reflects the parties' actual
intentions at the time of sale. Although resolution of the
issue will be difficult considering the problem of the
likelihood of parol evidence, the issue will require a trial.
As such, Defendants are not entitled to summary judgment as a
matter of law.