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Genesis Marine, LLC v. Hornbeck Offshore Services, LLC

United States District Court, E.D. Louisiana

May 11, 2018

GENESIS MARINE, LLC OF DELAWARE
v.
HORNBECK OFFSHORE SERVICES, LLC

         SECTION “N' (4)

          ORDER AND REASONS

          KURT D. ENGELHARDT UNITED STATES DISTRICT JUDGE.

         Presently 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.

         I. BACKGROUND

         The 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 services. Id.

         Genesis 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.

         On 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”), [1] 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.

         Thereafter, 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. 7.

         In 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. 9.

         In its 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.

         II. LAW AND ANALYSIS

         Pursuant 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 ...


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