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Richwell Group, Inc. v. Seneca Logistics Group, LLC

United States District Court, D. Massachusetts

February 20, 2018



          Indira Talwani, United States District Judge

         I. Introduction

         Richwell 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].[1] For the reasons that follow, Defendant's motion is DENIED IN PART and taken under advisement in part.

         II. Legal Standard

         “To 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).

         III. Facts Alleged

         The 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.

         Terms 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.”

         According 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.

         Unbeknownst 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.[2] Preferred Freezer released the lobster to Perez. Id. ¶ 19.

         Grandillo 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.

         IV. Count I - Carmack Amendment Claim Against Seneca as a Carrier

         Maxfield 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.

         Looking 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. ΒΆ 14. As Maxfield highlights, the ...

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