United States District Court, D. Massachusetts
RICHWELL GROUP, INC. d/b/a MAXFIELD SEAFOOD, Plaintiff,
SENECA LOGISTICS GROUP, LLC, Defendant.
MEMORANDUM & ORDER
Talwani, United States District Judge
Group, Inc., d/b/a Maxfield Seafood, (“Maxfield”)
brings a federal claim under the Carmack Amendment, 49 U.S.C.
§ 14706, a common law negligence claim, and a common law
breach of contract claim against Seneca Logistics Group, LLC
(“Seneca”). Before the court is Seneca's
Amended Motion to Dismiss for Failure to State a
Claim [#41]. For the reasons that follow,
Defendant's motion is DENIED IN PART and taken under
advisement in part.
survive a motion to dismiss, a complaint must contain
sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its face.'”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)). In addition to the allegations in the complaint, the
court will consider the documents attached to the complaint.
See Stein v. Royal Bank of Canada, 239 F.3d 389, 392
(1st Cir. 2001). At this stage, a court is required to
“draw all reasonable inferences in [the
plaintiff's] favor.” Evergreen Partnering Grp.,
Inc. v. Pactiv Corp., 720 F.3d 33, 36 (1st Cir. 2013).
Amended Complaint (“Complaint”) alleges the
following facts. Maxfield is a seafood importer and
distributer. Compl. ¶ 5 [#18]. Maxfield entered into a
Contract with Seneca on October 30, 2015. This Contract is
attached as Exhibit A to the Complaint. Id.
¶¶ 9-11; Compl. Ex. A [#18-1]. According to
Maxfield, the Contract “appears to enumerate certain
conditions governing Seneca's provision of at least some
services to Maxfield.” Id. ¶ 10.
in the Contract include the following. The first line states
that it “is the sole governing document with respect to
the brokerage of freight hereunder.” An
“Authorization” clause provides that the Contract
“is the complete agreement between the parties hereto
and supersedes prior writings on specific lanes, ” and
“[c]ontradictions between the terms and conditions of
this Contract and those contained in any shipment paperwork
shall default in favor of those contained in this
Contract.” A “Double Brokering” clause
states that Seneca would “contract directly with a
carrier (unless otherwise agreed to).” A
“Consequential Damages” clause provides that
Seneca “will not be liable under any circumstances for
any special, incidental, extended or consequential damages,
including, but not limited to loss or damage resulting from
delay, non-delivery or damage to a shipment, loss of sales,
income, interest, profits, attorney's fees and other
costs.” Finally, a “Cargo Liability” clause
states that Seneca has contingent cargo insurance up to $100,
000 and requires customers to declare the value of any load
and provide “special notification on loads with a
declared value of greater than $100, 000.” It also
states “[a]ll claims must be filed directly with the
actual transporting carrier.”
to the Complaint, on or about December 14, 2016, Maxfield
arranged for Seneca to pick up and transport a load of
lobster. Id. ¶¶ 12, 15-16. Maxfield
exchanged various documents and communications with Seneca as
part of this arrangement. Id. ¶ 14. Some of the
lobster was to be picked up from Preferred Freezer Services
of Boston Harbor, LLC (“Preferred Freezer”), a
cold-storage facility in Everett, Massachusetts. Id.
¶¶ 12, 19.
to Maxfield, Seneca hired Ernesto Perez to transport the load
of lobster. Id. ¶¶ 23-24. Perez
purportedly worked as a driver for Rapid Logistics Services,
Inc. (“Rapid”). Id. ¶ 26. Seneca
obtained Perez's information through a public listing
offering services. Id. ¶ 25. Seneca made no
efforts to vet the background or credentials of either Perez
or Rapid. Id. ¶ 27. On December 15, 2016, Perez
drove a truck to Preferred Freezer. Id. ¶ 19.
Seneca's Chief Executive Officer, Vincent Grandillo,
verbally authorized Preferred Freezer to release the load of
lobster to Perez. Id. ¶ 20. A non-negotiable
bill of lading was executed listing Seneca as the carrier.
Id. ¶ 17. Preferred Freezer released the lobster
to Perez. Id. ¶ 19.
informed Maxfield on December 20 that the load of lobster had
been stolen and that Grandillo was unable to contact the
driver. Id. ¶ 21. The next day, Grandillo
reported the theft to law enforcement. Id. ¶
22. Maxfield alleges that it suffered direct losses of $318,
000, in the form of the purchase price of the lobster and
lost profits on sale of the lobster. Id. ¶ 28.
Count I - Carmack Amendment Claim Against Seneca as a
asserts its first claim against Seneca under the Carmack
Amendment to the Interstate Commerce Act, 49 U.S.C. §
14706. The Amendment imposes liability on carriers “for
the actual loss or injury to the property” caused by
the carrier. Id. § 14706(a)(1). The term
“carrier” includes a “motor carrier[,
]” which is defined as “a person providing motor
vehicle transportation for compensation.” Id.
§§ 13102(3), (14). The Carmack Amendment requires a
“carrier providing transportation or service . . . [to]
issue a receipt or bill of lading for property it receives
for transportation.” Id. § 14706(a)(1).
It then makes carriers “liable to the person entitled
to recover under the receipt or bill of lading” for
property losses. Id. The Carmack Amendment imposes
liability on carriers, see id., but not on brokers.
See Chubb Grp. of Ins. Cos. v. H.A. Transp. Sys.,
Inc., 243 F.Supp.2d 1064, 1068-69 (C.D. Cal. 2002)
(“[T]he Carmack Amendment does not apply to
brokers.”); see also Commercial Union Ins. Co. v.
Forward Air, Inc., 50 F.Supp.2d 255, 257 (S.D.N.Y. 1999)
(“The Carmack Amendment does not provide for the
liability of brokers.”). Seneca argues that the Carmack
Amendment's liability provision does not apply here
because under the Contract, Seneca acted as a broker rather
than a carrier.
only to the Complaint and the attached materials, it is not
clear whether Seneca was acting as a broker or carrier for
the specific transaction underlying Maxfield's claims.
The Contract supersedes prior writings between
Seneca and Maxfield. It further provides that it is the
“sole governing document with respect to the brokerage
of freight hereunder.” Yet this does not preclude the
parties from subsequently arranging for Seneca to act as the
carrier of other freight, and Maxfield alleges that it
arranged, through various other documents and communications,
to have Seneca pick up and transport this load of
lobster. Id. ¶ 14. As Maxfield highlights, the