United States District Court, E.D. Louisiana
ORDER AND REASONS
D. ENGELHARDT UNITED STATES DISTRICT JUDGE.
before the Court is Plaintiff Genesis Marine, LLC of
Delaware's Motion for Judgment on the Pleadings (Rec.
Doc. 14). Defendant Hornbeck Offshore Services, LLC has filed
a Memorandum in Opposition to Motion for Judgment on the
Pleadings (Rec. Doc. 16), to which Plaintiff Genesis Marine,
LLC of Delaware has replied. See Rec. Doc. 19.
Having carefully considered the parties' supporting and
opposing submissions, the record, and the applicable law,
IT IS ORDERED that the motion is
DENIED for the reasons stated herein.
instant action arises out of a contract dispute between
Plaintiff Genesis Marine, LLC of Delaware
(“Genesis”) and Defendant Hornbeck Offshore
Services, LLC (“Hornbeck”). See Rec.
Doc. 1. Genesis filed its Complaint with this Court on July
14, 2017, specifically alleging that in accordance with the
Master Time Charter Agreement dated March 3, 2000, between
Hornbeck and Anadarko Petroleum Corporation, the Back to Back
Vessel In-Charter Agreement dated September 23, 2013, the
Time Charter Work Order dated November 11, 2014, First
Amendment to the Vessel In-Charter Agreement dated December
2, 2014, and the Second Amendment to the Vessel In-Charter
Agreement dated December 11, 2015, Genesis chartered its
vessels to Hornbeck at an agreed upon price. (Rec. Doc. 1 at
p. 2). In connection with these agreements, Genesis contends
that Hornbeck specifically agreed to pay it for the hire of
the GM 6507 and GENESIS VALIANT, along with other related
argues that in connection with these agreements, it issued
several invoices to Hornbeck, which included: (1) Invoice No.
39111 dated January 9, 2017, in the amount of $696, 456.00;
(2) Invoice No. 39069 dated January 4, 2017, in the amount of
$25, 608.76; and (3) Invoice No. 39070 dated January 4, 2017
in the amount of $281.60. Id. Genesis submits that,
according to the terms of the agreements, Horneck was
obligated to remit all payments made to it by “the
Customer” to Genesis within ten days of receipt of
payment. Id. at 3. However, Genesis argues that
Hornbeck breached its obligation, and “wrongfully
withheld and converted funds remitted by the Customer to
Hornbeck and tendered to Genesis only $121, 311.73 as
purportedly ‘full compromise, compensation, settlement
and satisfaction of all amounts due and owing to Genesis'
under the Charter and related Agreements.'”
Id. Thus, Genesis asserts claims against Hornbeck
for: (1) Breach of contract; (2) Conversion; (3) Unjust
enrichment; (4) Detrimental reliance; and (5) Louisiana open
account under Louisiana Revised Statute 9:2781. Id.
at p. 4-5.
August 24, 2017, Hornbeck filed an Answer to Complaint and
Counterclaim (Rec. Doc. 8), within which Hornbeck denies the
allegations related to Genesis' assertion that it
breached its obligation to remit payments. Id. at p.
3. Moreover, Hornbeck denies all allegations relevant to
Genesis' claims for breach of contract, conversion,
unjust enrichment, detrimental reliance, and for an open
account. Id. at p. 3-5. Hornbeck further asserts
several defenses, including the affirmative defenses of
accord and satisfaction and setoff and compensation.
Id. at p. 6-7. Hornbeck also alleges a counterclaim
against Genesis in connection with certain Crewman
Agreement(s) and Shipman Agreement(s) that were executed
between Genesis and Hornbeck's affiliate, Hornbeck
Offshore Operators, LLC (“Hornbeck Offshore”),
wherein Hornbeck Offshore agreed to provide certain crewing
and vessel management services to Genesis. Id. at p.
10. Hornbeck states that,
In addition to unpaid management fees due and owing to
Hornbeck under the several Shipman Agreements, Genesis is
also indebted to Hornbeck under the Back-to-Back charter
between Genesis, Hornbeck and Anadarko for the time charter
of the GM 6507 and GENESIS VALIANT for the cost of off
charter fuel and lube in the amount of $108, 164.78, and
shore- based services in the amount of $9, 119.86, all
provided by Hornbeck on Genesis' behalf. Despite
Hornbeck's invoices to Genesis for these materials and
services, none of the amounts owed have been paid to date.
Id. at p. 13-14. Thus, Hornbeck asserts claims
against Genesis for: (1) Suit on open account; (2) Breach of
contract; (3) Unjust enrichment; and (4) Quantum meruit.
Id. at p. 14-16.
Genesis filed the instant motion for judgment on the
pleadings, alleging that it is “entitled to judgment as
a matter of law that Hornbeck breached its contract with
Genesis by failing to remit $722, 346.36 owed to Genesis for
vessel hire and related services.” (Rec. Doc. 14-1 at
p. 1). Genesis asserts that the invoices remain unpaid,
violating clause 4(F) of the Vessel In-Charter Agreement,
which means that it is entitled to judgment as a matter of
law and to attorneys' fees and costs. Id. at p.
response, Hornbeck argues that the exhibits to Genesis'
motion should be stricken from the record because when
considering a motion for judgment on the pleadings under Rule
12(c), the Court is limited to the contents of the pleadings
and the attachments thereto. (Rec. Doc. 16 at p. 4-5).
Moreover, Hornbeck asserts that Genesis' motion for
judgment on the pleadings should be denied because
“Hornbeck timely filed an Answer to the Complaint and
Counterclaim, which clearly raises numerous issues of
material fact.” Id. at p. 6. Hornbeck
additionally argues that it asserts several affirmative
defenses, such as accord and satisfaction and setoff and
compensation, which would defeat recovery if proven.
Id. at p. 7-9. Finally, Hornbeck alternatively
asserts that if this Court decides to consider matters
outside of the pleadings, then Genesis' motion should be
converted into a motion for summary judgment and more time be
allowed to conduct appropriate discovery. Id. at p.
reply memorandum, Genesis argues that Hornbeck has
misconstrued the law relevant to incorporating documents by
reference under Federal Rule of Civil Procedure 10(c), and
the exhibits to its motion are properly before the Court for
review. (Rec. Doc. 19 at p. 1-2). Moreover, Genesis submits
that Hornbeck does not, and cannot, offer any evidence to
satisfy its burden of proof as to either of the affirmative
defenses it has asserted. Id. at p. 3. Genesis
finally argues that no additional discovery is needed, should
this Court decide to convert its motion into a motion for
summary judgment. Id. at p. 4.
LAW AND ANALYSIS
to Rule 12(c) of the Federal Rules of Civil Procedure, a
party may move for judgment on the pleadings once the
pleadings have closed, but early enough not to delay trial.
Fed.R.Civ.P. 12(c). This type of motion is “designed to
dispose of cases where the material facts are not in dispute
and a judgment on the merits can be rendered by looking to
the substance of the pleadings and any judicially noticed
facts.” Hebert Abstract Co. v. Touchstone
Properties, Ltd., 914 F.2d 74, 76 (5th Cir. 1990)
(citing 5A Wright & Miller, Federal Practice &
Procedure, § 1367 at 509-10 (1990); J.M. Blythe
Motor Lines Corp. v. Blalock,310 F.2d 77, 78-79 (5th
Cir.1962)). Put another way, “[j]udgment on the
pleadings is appropriate only if material facts are ...