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Retif Oil & Fuel, LLC v. Offshore Specialty Fabricators, LLC

United States District Court, E.D. Louisiana

September 28, 2018

RETIF OIL & FUEL, LLC
v.
OFFSHORE SPECIALTY FABRICATORS, LLC, ET AL.

         SECTION: M (3)

          ORDER & REASONS

          BARRY W. ASHE UNITED STATES DISTRICT JUDGE

         Before 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.

         I. BACKGROUND

         This 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.[1] 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 5.

         Plaintiff 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.

         Plaintiff 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.

         On 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.

         II. PENDING MOTIONS

         Plaintiff 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.

         III. LAW & ANALYSIS

         a. Summary Judgment Standard

         Summary 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.

         A 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 ...


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