United States District Court, E.D. Louisiana
ORDER & REASONS
W. ASHE UNITED STATES DISTRICT JUDGE
the Court is Plaintiff's motion for partial summary
judgment, R. Doc. 42, to which Defendant Offshore
International Group, Inc. (“OIG”) responds in
opposition, R. Doc. 50, and in support of which Plaintiff
replies, R. Doc. 57; Defendant OIG's motion for summary
judgment, R. Doc. 45, to which Plaintiff responds in
opposition, R. Doc. 51, and in support of which OIG replies,
R. Doc. 60; and Plaintiff's motion to strike OIG's
jury demand, R. Doc. 46, to which OIG responds in opposition,
R. Doc. 49, and in support of which Plaintiff replies, R.
Doc. 55. Having considered the parties' briefs and the
applicable law, the Court issues this Order & Reasons.
claim arises out of an alleged breach of a maritime contract.
Plaintiff Retif Oil & Fuel, L.L.C. (“Retif
Oil” or “Plaintiff”) alleges that between
August 10, 2015 and December 29, 2015, it provided fuel and
lube to defendant Offshore Specialty Fabricators, L.L.C.
(“OSF”) and the vessel defendants. R. Doc. 1 at 2-3.
Plaintiff alleges that OSF asked for these provisions and
promised payment. R. Doc. 1 at 3. Plaintiff provided OSF with
invoices for these provisions and demanded payment.
Id. Plaintiff alleges that OSF has failed to pay
Plaintiff for the fuel and lube. Id. Plaintiff
alleges that OSF has breached the contract between OSF and
Retif Oil and in the alternative that Retif Oil provided the
fuel and lube based on assurances that OSF would pay for
them. R. Doc. 1 at 4. Additionally, Plaintiff alleges an
alternative claim for quantum meruit. R. Doc. 1 at
also claims that OIG executed a guaranty agreement (the
“Guaranty”) in favor of Retif Oil to pay money
owed by OSF to Retif Oil. R. Doc. 1 at 5; see R.
Docs. 18-5 and 18-6. Plaintiff has made a demand against OIG,
and OIG has failed to pay the invoices owed by OSF. R. Doc. 1
at 6. Plaintiff originally alleged that the listed vessels
are owned by OSF, and Retif Oil recorded liens against the
vessels. Id. Plaintiff states that the liens have
not been satisfied. R. Doc. 1 at 7. However, it is now
undisputed that the vessel defendants were owned by OSF's
affiliate, Offshore Express, L.L.C., at the time of the
relevant transactions. R. Doc. 42-3 at 5; see R.
Doc. 42-7. Therefore, Plaintiff asks the Court for judgment
against the defendants for damages including payment of the
outstanding invoices, interest, expenses, attorney's
fees, and court costs. R. Doc. 1 at 7. Plaintiff also asks
that the defendant vessels be seized and sold to satisfy the
liens owed to Retif Oil. R. Doc. 1 at 8.
previously brought a motion for partial summary judgment
against OIG, R. Doc. 18, seeking to recover from OIG the
entirety of OSF's debt plus legal interest,
attorney's fees and costs, on the grounds that OIG signed
an authentic and duly executed Guaranty for the debt of OSF,
and that the Guaranty was never modified or amended and was
executed with sufficient cause because it was done to induce
Retif Oil to supply fuel and oil to OSF. R. Doc. 18-3.
Defendant OIG opposed the motion arguing that it cannot be
liable for any of the alleged fuel and lube sales in this
case because the Guaranty agreement obligates OIG to pay the
debts of Offshore Specialty Fabricators, Inc. (“OSF,
Inc.”) rather than those of Offshore Specialty
Fabricators, LLC (“OSF”). R. Doc. 21 at 3. OIG
opposed the motion on the additional grounds that it cannot
be held liable as a guarantor for obligations that are not
proven and Plaintiff failed to provide evidence that either
OSF or OSF, Inc. approved the alleged fuel and lube sales. R.
Doc. 21 at 4-5.
August 17, 2018, before the transfer of this case to this
Section of Court, Judge Eldon E. Fallon denied
Plaintiff's motion for partial summary judgment. R. Doc.
32. The Court rejected Defendant OIG's argument that it
was not liable as guarantor for the purchases of defendant
OSF because it was the guarantor of OSF, Inc. rather than
OSF. Judge Fallon concluded that “for the purposes of
any debt owed to Plaintiff, OSF, LLC and OSF, Inc. are the
same entity.” Id. at 4. Nevertheless, Judge
Fallon determined that OIG raised the material fact issue of
whether OSF approved the purchases from Retif Oil, that
“[p]roof of approval cannot be demonstrated merely by
the exchange of fuel and/or oil and invoices, ” and
that, because “sufficient evidence to support approval
of the purchases” was not presented with
Plaintiff's motion for partial summary judgment,
“this is an issue of fact that is properly reserved for
the trier of fact.” Id.
now re-urges its motion for partial summary judgment against
defendant OIG, R. Doc. 42, again arguing that it is entitled
to the entirety of OSF's debt plus legal interest,
attorney's fees and costs, because OIG executed the
Guaranty for the debt of OSF. R. Doc. 42-3. Plaintiff submits
additional summary judgment evidence seeking to establish
that OSF approved the fuel and lube purchases pursuant to an
oral open account contract between Retif Oil and OSF. R. Doc.
42-3 at 4; see R. Docs. 42-4, 42-5 and 42-6. In
opposition to Plaintiff's motion for partial summary
judgment, and in support of its own motion for summary
judgment, OIG reiterates its argument that the Guaranty
obligates OIG to pay the debts of OSF, Inc. rather than those
of OSF. R. Doc. 50 at 5; R. Doc. 45-1. Additionally, OIG
again claims that Plaintiff has failed to provide evidence
that either OSF or OSF, Inc. approved the alleged fuel and
lube sales. R. Doc. 50 at 6-10. Defendant OIG again argues
that it cannot be held liable as a guarantor for obligations
that are not proven. Id.
LAW & ANALYSIS
Summary Judgment Standard
judgment is proper “if the pleadings, depositions,
answers to interrogatories, and admissions on file, together
with the affidavits, if any, show that there is no genuine
issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law.” Celotex
Corp. v. Catrett, 477 U.S. 317, 322 (1986) (citing
Fed.R.Civ.P. 56(c)). “Rule 56(c) mandates the entry of
summary judgment, after adequate time for discovery and upon
motion, against a party who fails to make a showing
sufficient to establish the existence of an element essential
to that party's case, and on which the party will bear
the burden of proof at trial.” Id. A party
moving for summary judgment bears the initial burden of
demonstrating the basis for summary judgment and identifying
those portions of the record, discovery, and any affidavits
supporting the conclusion that there is no genuine issue of
material fact. Id. at 323. If the moving party meets
that burden, then the nonmoving party must use evidence
cognizable under Rule 56 to demonstrate the existence of a
genuine issue of material fact. Id. at 324.
genuine issue of material fact exists if a reasonable jury
could return a verdict for the nonmoving party. See
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1996). “[U]nsubstantiated assertions, ”
“conclusory allegations, ” and merely colorable
factual bases are insufficient to defeat a motion for summary
judgment. See Hopper v. Frank, 16 F.3d 92, 97 (5th
Cir. 1994); Anderson, 477 U.S. at 249-50. In ruling
on a summary judgment motion, a court may not resolve
credibility issues or weigh evidence. See Int'l
Shortstop, Inc. v. Rally's Inc., 939 F.2d 1257, 1263
(5th Cir. 1991). Furthermore, a court must assess the
evidence, review the facts, and draw any appropriate
inferences based on the evidence in the light ...