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Fleet Truck Sales, Inc. v. Celadon Group, Inc.

United States District Court, D. Nebraska

September 11, 2018

FLEET TRUCK SALES, INC., Plaintiff,
v.
CELADON GROUP, INC., and QUALITY COMPANIES, LLC, Defendants.

          MEMORANDUM AND ORDER

          LAURIE SMITH CAMP CHIEF UNITED STATES DISTRICT JUDGE

         This matter is before the Court on the Renewed Motion for Summary Judgment, ECF No. 113, and the Objection to Index and Motion to Strike, ECF No. 121, both filed by Defendant Celadon Group, Inc. For the reasons stated below, the Motion for Summary Judgment will be granted and the Motion to Strike will be denied as moot.

         BACKGROUND

         Unless otherwise indicated, the following facts are those stated in the parties' briefs, supported by pinpoint citations to admissible evidence in the record, in compliance with NECivR 56.1[1] and Federal Rule of Civil Procedure 56.

         After the Court ruled on the parties' initial motions for summary judgment, Memorandum and Order, ECF No. 103, the Court[2] issued a Second Amended Progression Order, ECF No. 106, which permitted the parties to conduct further discovery on the remaining issues and file additional dispositive motions. Accordingly, the Court incorporates, by reference, the background discussion from the previous Memorandum and Order (SJ Order) and provides the following summary and additional background:

         Plaintiff Fleet Truck Sales, Inc., (Fleet) entered into two purchase agreements with Quality Equipment Sales for the sale of commercial trucks, one on September 3, 2015, and another on September 9, 2015. Under the first purchase agreement, Fleet agreed to sell Quality Equipment Sales 163 Volvo commercial trucks for $9, 454, 000 with $81, 500 of the purchase price due as a cash deposit. Under the second purchase agreement, Fleet agreed to sell Quality Equipment Sales 169 Peterbilt commercial trucks for $10, 309, 000 with $84, 500 of the purchase price due as a cash deposit. Fleet never received the purchase price on either contract and contends it did not receive either of the respective cash deposits. Accordingly, Fleet brought this action for breach of contract.

         Quality Equipment Sales is not a business entity, but an assumed name used by business entities at different times. Quality Equipment Leasing, LLC, [3] was registered to do business under the name Quality Equipment Sales from January 30, 2008, to November 15, 2011. ECF No. 86-1, Page ID 641, 648-49. Defendant Quality Companies, LLC, was registered to do business under the name Quality Equipment Sales from November 23, 2011, to September 28, 2015. ECF No. 86-1, Page ID 635-38. On September 21, 2015, Quality Equipment Leasing, LLC, reregistered to do business under the Quality Equipment Sales name and currently does business under that name. ECF No. 86-1, Page ID 652. There is no evidence that Defendant Celadon Group, Inc., has ever registered to do business under the Quality Equipment Sales name. Thus, at the time the purchase agreements were entered into, Quality Companies, LLC, was the only business entity registered to do business under the Quality Equipment Sales name. Each of the foregoing registrations was completed with the Indiana Secretary of State and publicly available.

         Quality Companies, LLC, was the sole member of Quality Equipment Leasing, LLC; Celadon Trucking, Inc., [4] was the sole member of Quality Companies, LLC; and Celadon Group, Inc., was the parent corporation to Celadon Trucking Services, Inc.

         On February 5, 2015, Dennis Kosmicki, a Fleet sales representative, emailed Eric Meek, the Chief Operating Officer for Celadon Group, Inc., to solicit interest in purchasing equipment. Meek responded “I will have Danny [Williams] circle back with you if we need any stock.” ECF No. 86-11, Page ID 577. Meek also told Kosmicki that Williams should be his point of contact because Williams was “handling all of our purchasing for used/new currently.” Id. at Page ID 576. Williams was the Vice President of Quality Companies, LLC. Neither Meek nor Williams explained to Kosmicki or any other Fleet representative that Williams was an officer and representative of Quality Companies, LLC, and not Celadon Group, Inc.

         Kosmicki and Williams finalized two purchase agreements, one in March 2015 and one in May 2015, that named Quality Equipment Sales as the purchaser. Celadon Trucking Services, Inc., made full payment on these purchase agreements. ECF Nos. 81-20 & 81-6, Page ID 442. In September, Kosmicki and Williams finalized the two purchase agreements at issue in this litigation naming Quality Equipment Sales as the purchaser. Although Kosmicki worked with Williams to finalize the agreements, Kosmicki's immediate supervisor, Larry Lamer, had to approve each of them. With Williams's approval, Patrick O'Driscoll signed the agreements on behalf of Quality Equipment Sales.

         After the September purchase agreements were executed, Williams told Fleet that he was having trouble financing the purchase prices. On January 13, 2016, Williams sent Kosmicki an email recommending that Fleet sell the trucks subject to the September purchase agreements to other buyers.

         Previously, in 2010, Kosmicki and Meek also finalized several similar purchase agreements for commercial trucks between Fleet and Quality Equipment Sales. ECF No. 119-5. Paul Will, another Celadon Group, Inc., representative was also involved. As with the March and May purchase agreements, Celadon Trucking, Inc., satisfied the payment obligations on the 2010 purchase agreements.

         STANDARD OF REVIEW

         Fleet argues that the Court should construe Celadon Group, Inc.'s, Renewed Motion for Summary Judgment as a motion under Fed.R.Civ.P. 54(b) because the Motion asks the Court to revisit a prior ruling based on a legal argument that could have been, but was not, raised in its initial summary judgment motion. See, e.g., Auto Servs. Co. v. KPMG, LLP, 537 F.3d 853, 857 (8th Cir. 2008) (citing Fed.R.Civ.P. 54(b)). Yet the Second Amended Progression Order expressly granted the parties permission to file another motion for summary judgment and Fleet never objected to that Order or sought to restrict the scope of the motions. See Fed. R. Civ. P. 72; Fenney v. Dakota, Minn. & E. R.R. Co., 327 F.3d 707, 718 (8th Cir. 2003) (citing Whitford v. Boglino, 63 F.3d 527, 530 (7th Cir. 1995) (“[T]he district court may, in its discretion, allow a party to renew a previously denied summary judgment motion . . . .”)). Thus, recognizing ...


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