United States District Court, D. Massachusetts
ORDER ON MOTION FOR SUMMARY JUDGMENT (DOC. NO. 87)
AND MOTION FOR SANCTIONS (DOC. NO. 92)
Sorokin United States District Judge.
case arises from a contract dispute in which plaintiff APB
Realty, Inc. (“APB”) alleges it had a contract to
purchase eighty-eight railroad cars from defendant
Georgia-Pacific LLC (“Georgia-Pacific”).
Georgia-Pacific disputes that a contract was formed.
motion to dismiss, another Session of this Court dismissed
the sole remaining count in the complaint, a breach of
contract claim, on the grounds that no contract was ever
formed between APB and Georgia-Pacific. Doc. No. 58. On
appeal, the First Circuit vacated, finding that the complaint
plausibly pled a breach of contract claim. APB Realty,
Inc. v. Georgia-Pac. LLC, 889 F.3d 26, 30 (1st Cir.
2018). After remand, the case was reassigned to
the undersigned. Georgia-Pacific moved for summary judgment,
Doc. No. 87, and for sanctions, Doc. No. 92. APB opposed both
motions. Docs. No. 95, 101.
Court held a hearing on the pending motions for summary
judgment and for sanctions on February 4, 2019. At the
hearing, both parties agreed that the question of whether a
contract was formed depends solely on the emails exchanged
between the parties, submitted with the complaint and the
motion for summary judgment. APB also cross-moved for summary
judgment at the hearing. The parties agreed that the
proceeding should be converted from a motion for summary
judgment to a bench trial, whereby the undersigned would act
as the finder of fact and would draw all reasonable
inferences based on the evidence in the record. The Court
confirmed several times the parties' understanding and
agreement at the hearing. APB requested and received a
seven-day period to determine whether it wished to submit any
additional evidence for the Court to consider in resolving
the question of whether a contract was formed.
Georgia-Pacific would thereafter have two weeks to respond to
any such evidence and to submit additional evidence, if it
filed nothing within the seven-day period. Thereafter, the
Court issued an order stating that it would take the matter
under advisement and that “the factual record for the
Court's decision will be the evidence submitted by the
parties with respect to the motion for summary
judgment.” Doc. No. 106. To date, neither party has
submitted any additional evidence or indicated an intent to
do so. The Court, acting as the finder of fact, therefore
decides the matter on the evidence submitted by the parties
with respect to the motion for summary judgment. See
Fed. R. Civ. P. 52 (“In an action tried on the facts
without a jury or with an advisory jury, the court must find
the facts specially and state its conclusions of law
separately. The findings and conclusions may be stated on the
record after the close of the evidence or may appear in an
opinion or a memorandum of decision filed by the
FINDINGS OF FACT
April 2015, APB and Georgia-Pacific were involved in
discussions concerning the sale of eighty-eight railroad cars
by Georgia-Pacific to APB. Doc. No. 97 ¶ 3. APB intended
to resell the cars to another company, Beasley Forest
Products, Inc. (“Beasley”). Id. ¶
4. The communications between the parties happened primarily
over email and, to a lesser extent, over the phone. The
substance of the dispute before the Court derives from the
emails exchanged between the parties.
following emails were attached to the Amended Complaint, Doc.
No. 20, and were before the Court on the motion to dismiss
and the First Circuit on appeal.
April 24, 2015, Georgia-Pacific sent an email to APB, which
please find attached a list of log rail cars that GP
currently has for sale. There are a total of 88 cars for
sale. 78 are 50 year cars and 10 are 40 year cars. This is a
“where is, as is” sale for these cars. The
attached spreadsheet provides specific details for each car.
Please let me know if you have any interest or need any
Id. ¶ 7. On June 24, 2015,
Georgia-Pacific sent APB another email “seeking to
confirm the terms of an offer for the purchase of the
railroad cars that APB had made earlier that day” via
phone. Id. ¶ 9. The email read:
Thank you for your call this morning. I wanted to review my
understanding of your offer for all of the railcars for GP.
Please review and confirm that I have understood your offer
correctly.... Total for all 88 x Log Stake Railcars $1, 636,
000 (Including 16% Buyer's Premium). Please respond with
a confirmation so that I have something in writing detailing
Id. ¶ 10. APB did not respond to this email.
Id. ¶ 11. On July 23, 2015, after further
discussions via phone between the parties, Georgia-Pacific
sent APB the following email:
Per our discussion yesterday, here are the schematics for the
cars, that include the manufacturer information. Our team has
presented your offer to GP for final approval, and should
have an answer by close of business tomorrow. I'll let
you know when final approval comes, and please don't
hesitate to call if you should have any additional questions.
One of Liquidity Services team members along with GP will
coordinate transfers of all of the cars upon completion of
Id. ¶ 13. The next day, on July 24, 2015,
Georgia-Pacific sent APB a follow-up email, ...