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APB Realty, Inc. v. Georgia-Pacific LLC

United States District Court, D. Massachusetts

March 4, 2019

APB Realty, Inc., Plaintiff,
v.
Georgia-Pacific LLC, Defendant.

          ORDER ON MOTION FOR SUMMARY JUDGMENT (DOC. NO. 87) AND MOTION FOR SANCTIONS (DOC. NO. 92)

          Leo T. Sorokin United States District Judge.

         This 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.

         I. BACKGROUND

         On a 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).[1] 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.

         The 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 wished.

         APB 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 court.”).

         II. FINDINGS OF FACT

         In 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.

         The 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.

         On April 24, 2015, Georgia-Pacific sent an email to APB, which read:

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 additional information.

Id. ¶ 7. On June 24, 2015, Georgia-Pacific[2] 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 your offer.

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 the sale.

Id. ΒΆ 13. The next day, on July 24, 2015, Georgia-Pacific sent APB a follow-up email, ...


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