Opinion
2:20cv41
05-08-2020
MILLER TRANSFER & RIGGING CO., Plaintiff, v. ALCOA CORPORATION doing business as ALCOA INC. Defendant.
Electronic Filing
MEMORANDUM OPINION
I. INTRODUCTION
Plaintiff, Miller Transfer & Rigging, Co. ("Miller" or "Plaintiff") initiated this action by filing a three (3) Count Complaint against Defendant, Alcoa Corporation d/b/a Alcoa Inc. ("Alcoa" or "Defendant") alleging : (1) Breach of Contract; (2) Unjust Enrichment; and (3) Action on Account Stated. Alcoa has filed a Motion to Dismiss or in the alternative Motion for More Definite Statement, Miller has responded, and the matter is now before the Court.
II. STATEMENT OF THE CASE
Miller is a specialty transportation carrier that services the United States, Canada, and Mexico. Complaint ("Compl.") ¶ 5. From October 2017 through July 2018, Alcoa, a global supplier of aluminum, entered into numerous written contracts (the "Contracts") under which Miller transported Alcoa's goods from Newburgh, Indiana to three separate locations in Mexico in exchange for the payment of freight charges. Compl. ¶¶ 6, 7 & 8. The Contracts were memorialized through the issuance of bills of lading (the "BOLs") for each of the Contracts. Compl. ¶ 9.
Miller alleges that it properly transported the shipments in accordance with the terms of the parties' contracts, and Alcoa fully paid the freight charges that Miller incurred with respect to 468 of 515 shipments. Compl. ¶¶ 10, 14-15. Miller alleges that Alcoa failed to pay the freight charges for the 47 other shipments and seeks damages in the amount of $189,750.30. Compl. ¶¶ 16-17.
III, LEGAL STANDARD FOR MOTION TO DISMISS
A motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure tests the legal sufficiency of a complaint. Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). Under Rule 8 of the Federal Rules of Civil Procedure, a complaint must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." FED. R. CIV. P. 8(a)(2). A complaint must be dismissed for failure to state a claim if it does not allege "enough facts to state a claim to relief that is plausible on its face." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556 (2007); Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); see also Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. at 678; see also Sheridan v. NGK Metals Corp., 609 F.3d 239, 262 n.27 (3d Cir. 2010). Although the plausibility standard "does not impose a probability requirement," Bell Atlantic Corp. v. Twombly, 550 U.S. at 556, it does require a pleading to show "more than a sheer possibility that a defendant has acted unlawfully," Ashcroft v. Iqbal, 556 U.S. at 678.
A complaint that pleads facts "merely consistent with a defendant's liability ... stops short of the line between possibility and plausibility of entitlement to relief." Id. (citation and internal quotation marks omitted). Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice. Bell Atlantic Corp. v. Twombly, 550 U.S. at 555. The plausibility determination is "a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Ashcroft v. Iqbal, 556 U.S. at 679. Further, although the focus in assessing a motion to dismiss is on the allegations set forth in the pleadings, "matters of public record, orders [and] exhibits attached to the complaint" also may be considered. Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1384 n.2 (3d Cir. 1994) (citing 5A WRIGHT & MILLER, FEDERAL PRACTICE AND PROCEDURE, § 1357).
Under the pleading regime established by Twombly and Iqbal, a court reviewing the sufficiency of a complaint must take three steps. First, it must "tak[e] note of the elements [the] plaintiff must plead to state a claim." Ashcroft v. Iqbal, 556 U.S. at 675. Second, it should identify allegations that, "because they are no more than conclusions, are not entitled to the assumption of truth." Id. at 679. See also Burtch v. Milberg Factors, Inc., 662 F.3d 212, 224 (3d Cir. 2011) ("Mere restatements of the elements of a claim are not entitled to the assumption of truth." (citation and editorial marks omitted)). Finally, "[w]hen there are well-pleaded factual allegations, [the] court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief. Ashcroft v. Iqbal, 556 U.S. at 679.
IV. DISCUSSION
As set forth above, Miller asserts three (3) state law claims for unpaid transportation services it provided to Alcoa, including, breach of contract, unjust enrichment, and a book account claim. In its motion to dismiss for failure to state a claim on which relief can be granted, Alcoa contends that Miller's claims for unpaid freight charges are time-barred by the 18-month statute of limitations set forth in 49 U.S.C. § 14705. Miller maintains that § 14705 is inapplicable because the shipments terminated in Mexico and therefore, fall outside the jurisdiction of the statute at issue. Miller fails, however, to assert an applicable statute of limitations in § 14705's stead.
Notwithstanding Miller's failure to assert which state statute of limitations is appropriate in this instance, for the 18-month statute of limitations set forth in 49 U.S.C. § 14705 to apply, this Court must find that the appropriate state statute is preempted by the federal statute. It has "long been settled" that a preemption analysis begins with the presumption that federal statutes do not preempt state law. Bond v. United States, 134 S. Ct. 2077, 2088 (2014); Wyeth v. Levine, 555 U.S. 555, 565 (2009). The presumption against preemption comes from two concepts "central to the constitutional design," the Supremacy Clause and federalism. See Arizona v. United States, 567 U.S. 387, 398-399 (2012). Although the Supremacy Clause gives Congress the power to preempt state law, federalism requires that preemption not be found easily. Id. A cornerstone of preemption jurisprudence is that "the purpose of Congress is the ultimate touchstone in every pre-emption case." Medtronic, Inc. v. Lohr, 518 U.S. 470, 485 (1996) (internal quotation marks omitted); see Retail Clerks v. Schermerhorn, 375 U.S. 96, 103 (1963). Moreover, "[i]n all pre-emption cases, and particularly in those in which Congress has 'legislated . . . in a field which the States have traditionally occupied,' . . . we 'start with the assumption that the historic police powers of the States were not to be superseded by the Federal Act unless that was the clear and manifest purpose of Congress.'" Medtronic, Inc. v. Lohr, 518 U.S., at 485 (quoting Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230 (1947)).
Initially, the Court must determine Congress' purpose by "examining the federal statute as a whole and identifying its purpose and intended effects." Crosby v. Nat'l Foreign Trade Council, 530 U.S. 363, 373 (2000). Interstate transportation used to be "among the most pervasive and comprehensive of federal regulatory schemes." Chi. & N.W. Transp. Co. v. Kalo Brick & Tile Co., 450 U.S. 311, 317-318 (1981). Congress first regulated the transportation of goods and people among the states under the Interstate Commerce Act ("ICA"). See Verizon Commc'ns, Inc. v. FCC, 535 U.S. 467, 478 n.3 (2002) ("The first noteworthy federal rate-regulation statute was the [ICA] . . . which was principally concerned with railroad rates but generally governed all interstate rates."). The ICA required motor carriers to file a tariff with the Interstate Commerce Commission (ICC) and charge all shippers the tariffed rate. See Gaines Motor Lines, Inc. v. Klaussner Furniture Indus., 734 F.3d 296, 302 (4th Cir. 2013).
In 1995, Congress passed the Interstate Commerce Commission Termination Act ("ICCTA") which amended the ICA and significantly reduced federal regulation of interstate commerce. 49 U.S.C. Ch. 137. See Munitions Carriers Conference, Inc. v. U.S., 147 F.3d 1027, 1032, 331 U.S. App. D.C. 213 (D.C. Cir. 1998). The ICCTA largely rolled back this pervasive scheme of federal regulation and voided nearly all of the tariffs required by the ICA, instead allowing private contracts with shippers. Id. at 1029-1030; see Gaines Motor Lines, Inc. v. Klaussner Furniture Indus., 734 F.3d at 302-303 (citing 49 U.S.C. § 14101(b)). Despite the many changes implemented by the ICCTA, Congress retained the ICA's statute of limitations governing claims brought by carriers against shippers. See 49 U.S.C. § 14705(a).
Collectively, these statutes have become known as the "Carmack Amendment," codified at 49 U.S.C. § 14706 et seq.
The federal statute of limitations at issue here, § 14705(a), states: "A carrier providing transportation or service subject to [federal] jurisdiction . . . must begin a civil action to recover charges for transportation or service provided by the carrier within 18 months after the claim accrues." 49 U.S.C. § 14705(a). Miller argues that, because the shipment terminated in Mexico, it does not fall under the jurisdiction of the ICCTA. This Court finds such argument to be without merit. Section 13501 of the ICCTA provides in relevant part: "[t]he Secretary and the Board have jurisdiction . . . over transportation by motor carrier and the procurement of that transportation, to the extent that passengers, property, or both, are transported by motor carrier— (1) between a place in— (A) a State and a place in another State; . . . or (E) the United States and a place in a foreign country to the extent the transportation is in the United States." 49 U.S.C. § 13501(emphasis added). The statute is quite clear, Miller transported the goods between a place in "the United States," that being Newburgh, Indiana, and three separate locations in Mexico, "a place in a foreign country," and Miller falls directly within the jurisdiction of the federal statute.
The Supreme Court has long held, actions concerning the "liability of a carrier for damage to an interstate shipment is a matter of federal law controlled by federal statutes and decisions." Missouri P. R. Co. v. Elmore & Stahl, 377 U.S. 134, 137 (1964). In that connection, the Carmack Amendment to the ICA creates a private cause of action for shippers against carriers that cause "loss or damage" during the transportation of a shippers' goods. 49 U.S.C. § 14706(d); S & H Hardware & Supply Co. v. Yellow Transp., Inc., 432 F.3d 550, 554 (3d Cir. 2005) ("The Carmack Amendment provides for liability of common carriers for damage to or loss of goods during shipment."). Moreover, in implementing the Carmack Amendment, Congress intended to "create a national scheme of carrier liability for goods damaged or lost during interstate shipment" pursuant to the terms of a valid and enforceable bill of lading. Usinor Steel Corp. v. Norfolk S. Corp., 308 F. Supp. 2d 510, 517 (D.N.J. 2004) (citation omitted); Certain Underwriters at Interest at Lloyd's of London v. UPS of Am., Inc., 762 F.3d 332, 335 (3d Cir. 2014).
The enactment of the Carmack Amendment established "a nationally uniform policy governing interstate carriers' liability for property loss." Certain Underwriters, 762 F.3d at 335; Penske Logistics, Inc. v. KLLM, Inc., 285 F. Supp. 2d 468, 472 (D.N.J. 2003). Addressing "[a]lmost every detail" of interstate carrier liability, the Carmack Amendment leaves no room to question Congress's intent to "supersede all state regulation with reference to" the subject. Id. (quoting Adams Express Co. v. Croninger, 226 U.S. 491, 505-506 (1913)). Moreover, because the instant action does not involve a claim for damaged goods, it is important to note that the Court of Appeals for the Third Circuit has described the "Amendment's preemptive force as exceedingly broad—broad enough to embrace all losses resulting from any failure to discharge a carrier's duty as to any part of the agreed transportation." Id.; see also Mecca & Sons Trucking Corp. v. White Arrow, LLC, 763 Fed. Appx. 222, 227 (3d Cir. 2019); Lewis v. Atlas Van Lines, Inc., 542 F.3d 403, 407-08 (3d Cir. 2008).
Further, the preemptive reach of the Carmack Amendment has been applied to a wide range of state and common law claims that arise from a carrier's failure to meet its obligations under a contractual agreement with a shipper. See e.g., Certain Underwriters, 762 F.3d at 335 (holding that claims for "breach of contract, negligence, [and] conversion" are preempted by the Carmack Amendment); Usinor Steel Corp. v. Norfolk S. Corp., 308 F. Supp. 2d at 518 (finding that the Carmack Amendment preempts "claims for breach of contract, negligence, breach of bailment and conversion"); Raineri v. North American Van Lines, Inc., 906 F. Supp. 2d 334, 340 (D.N.J. 2012) (holding that the Amendment preempts state law claims that relate to the "formal claims process"); Krauss v. IRIS USA, Inc., No. 17-778, 2017 U.S. Dist. LEXIS 193008, at *13 (E.D. Pa., Nov. 22, 2017) (finding that the Amendment preempts "negligence, breach of contract, and state consumer protection" claims). In fact, with the exception of a limited "peripheral set" of claims, which are not alleged here, "the Carmack Amendment preempts state law under almost all circumstances." Certain Underwriters, 762 F.3d at 336 n.4; Orlick v. J.D. Carton & Son, Inc., 144 F. Supp. 2d 337, 345 (D.N.J. 2001).
Further, courts in this Circuit have found that the Carmack Amendment broadly preempts claims other than those that relate to lost or damaged goods. See La. Transp. v. Cowan Sys., LLC, 2012 U.S. Dist. LEXIS 66294 at *6 (D. N.J. May 10, 2012) (ruling that "book account claim[s]," and claims for breach of contract, breach of promise, quantum meruit, and "fraud and estoppel" are preempted by the Amendment); Yellow Trans., Inc. v. DM Trans. Mgmt. Servs., 2006 U.S. Dist. LEXIS 51231, at *9-11 (E.D. Pa. July 13, 2006) (finding plaintiff's claims of misrepresentation, unjust enrichment, quantum meruit, and fraud preempted by the Carmack Amendment). Other Circuits have also found preemption of claims that are unrelated to lost or damaged goods. Tran Enters., LLC v. DHL Express (USA), Inc., 627 F.3d 1004, 1007-1009 (5th Cir. 2010) (preempting claims of breach of fiduciary duty, breach of contract, conversion and theft under Texas law and explaining that "the Supreme Court and Fifth Circuit have found preemption not only in cases where there was actual damage to the goods shipped, but also when there has been 'any failure to discharge a carrier's duty with respect to any part of the transportation to the agreed destination'"); CGH Transp., Inc. v. Quebecor World, Inc., 261 Fed. App'x 817, 818-25 (6th Cir. 2008) (granting motion to dismiss plaintiff's claim based on defendant's failure to remit payment as required by the parties' contract).
The following courts concluded, without supporting analysis, that the ICCTA's eighteen-month statute of limitations preempts longer state ones. Emmert Indus. Corp. v. Artisan Assocs., Inc., 497 F.3d 982, 989-90 (9th Cir. 2007); Arctic Express, Inc. v. Del Monte Fresh Produce NA, Inc., 366 B.R. 786, 792-93 n.2 (S.D. Ohio 2007); Exel Transp. Servs., Inc. v. Sigma Vita, Inc., 288 Ga. App. 527, 654 S.E.2d 665, 668-69 (Ga. Ct. App. 2007). Many other courts have applied the federal eighteen-month statute of limitations without even addressing the preemption issue. See CGH Transp., Inc. v. Quebecor World, Inc., 261 Fed. App'x 817, 821 (6th Cir. Jan. 8, 2008); La. Transp. v. Cowan Sys., LLC, supra.; Smith Bros. Trucking of Mt. Airy v. Baker Truck Brokerage, Inc., No. 1:07-CV-623, 2008 U.S. Dist. LEXIS 84759, 2008 WL 4681641, at *3 (M.D. N.C. Oct. 21, 2008); B&J Transp., Inc. v. Swift & Co., 2006 U.S. Dist. LEXIS 82418, 2006 WL 3300392, at *3 (D. Me. Nov. 8, 2006); United Traffic Consultants, Inc. v. Gordon Trucking, Inc., 2003 U.S. Dist. LEXIS 29189, 2003 WL 21397697, at *3 (D. Or. Mar. 25, 2003).
Other courts, however, have applied state statutes of limitations instead of the shorter federal one, again, without addressing the preemption issue. See Learning Links, Inc. v. UPS of Am., Inc., 2006 U.S. Dist. LEXIS 13574, 2006 WL 785274, at *5 (S.D.N.Y. Mar. 27, 2006); Owner-Operators Indep. Drivers Ass'n v. Mayflower Transit, Inc., 2004 U.S. Dist. LEXIS 32645, 2004 WL 6242347 at *5-6 (S.D. Ind. Dec. 14, 2004); Steve Marchionda & Assocs. v. Weyerhauser Co., 11 F. Supp. 2d 268, 270-71 (W.D.N.Y. 1998). In Kennedy Tank & Mfg. Co. v. Emmert Indus. Corp., 67 N.E.3d 1025 (Ind. 2017), the Supreme Court of Indiana, after a comprehensive analysis of the preemption issue, held that Indiana's ten (10) year statute of limitations was not preempted by the ICCTA's eighteen-month statute of limitations. Id. at 1034. Specifically, in applying a conflict preemption analysis, the Court concluded that "Congress's purpose for section 14705(a) was not to impose a standard national statute of limitations, and therefore Indiana's longer period does not do 'major damage' to the federal scheme." Id. at 1029.
There are only three situations in which the Supreme Court has found preemption: (1) when a federal statute commanded it, see, e.g., Cipollone v. Liggett Group, Inc., 505 U.S. 504 (1992); (2) when a conflict between federal and state law precluded obedience to both sovereigns, see, e.g., Florida Lime & Avocado Growers, Inc. v. Paul, 373 U.S. 132 (1963); or (3) when a federal statute so completely occupied a field that it left no room for additional state regulation, see, e.g., Napier v. Atlantic Coast Line R. Co., 272 U.S. 605 (1926).
Conflict preemption voids a state law in two different situations: (1) when it is "physically impossible" to comply with both the state and federal laws, Wyeth v. Levine, 555 U.S. at 590, and (2) when the state law does "major damage to clear and substantial federal interests." Hillman v. Maretta, 569 U.S. 483, 491 (2013). See also Sprietsma v. Mercury Marine, 537 U.S. 51, 64-65 (2002).
Because the Third Circuit found the Carmack Amendment's preemptive force "exceedingly broad" and because of the clear and unambiguous language of § 14705(a), which states: "[a] carrier providing transportation or service subject to jurisdiction under chapter 135 must begin a civil action to recover charges for transportation or service provided by the carrier within 18 months after the claim accrues," this Court finds that Miller's claims are subject to shorter federal statute of limitations. Further, "[a] claim related to a shipment of property accrues under this section on delivery or tender of delivery by the carrier." 49 U.S.C. § 14705(g).
The Court also finds that whether the Carrier Contract attached to Alcoa's brief as Exhibit A applies in this matter cannot be determined at this stage of the litigation.
Miller alleges that it provided transportation services from Newburgh, Indiana to three destinations in Mexico: Guadalupe; La Junta; and Monterrey from October 2017 through July 2018. Given that Miller initiated this action on January 9, 2020, its claims for unpaid freight charges must have accrued on or after July 9, 2018 in order to be timely under Section 14705(a). Miller, however, failed to plead the dates on which the 47 shipments at issue were delivered or attach copies of the Bills of Lading ("BOLs") or other contract documents to its Complaint. In support of its claims, Miller attached a "summary spreadsheet" (the "spreadsheet") to the Complaint.
With respect to each BOL listed on the spreadsheet, a "GL Posting Date," which Alcoa contends is the date on which Miller submitted the invoice to Alcoa, is listed and a "Due Date," which Alcoa argues is the date on which payment allegedly was due from Alcoa is also listed. See Compl., Ex. A. Nearly every BOL listed on the spreadsheet corresponds with a "GL Posting Date" and a "Due Date" pre-dating July 9, 2018. This Court, however, is unable to determine an accrual date for any of the claims listed on the spreadsheet. Alcoa contends that the following BOLs listed on the spreadsheet correspond with shipments that have a "GL Posting Date" and/or a "Due Date" post-dating July 9, 2018:
Miller makes no attempt to explain the contents of its Exhibit and makes no argument with respect to the dates its claims accrued.
(1) BOL No. 4042193 (Document No. 470247A) (Ex. A, p. 2, line 4);
(2) BOL No. 527318186 (Document No. 467129A) (Ex. A, p. 2, line 27);
(3) BOL No. 4061937 (Document No. 453170C) (Ex. A, p. 5, line 12);
(4) BOL No. 4062199 (Document No. 453391C) (Ex. A, p. 5, line 13); and
(5) BOL No. 4060173 (Document No. 451277C) (Ex. A, p. 12, last line). Copies of BOL Nos. 4042193, 4061937, 4062199, and 4060173 are attached to Alcoa's brief as Exhibits B, C, D, and E, respectively. Alcoa contends, however, that BOL No. 527318186 was not submitted by Miller.
BOL No. 4042193 reveals a "REQ." delivery date of 9/6/17 and an "ADJ." delivery date of 9/8/2017. See Alcoa Ex. B. BOL No. 4061937 reveals a delivery date of 2/22/2018. See Alcoa Ex. C. BOL No. 4062199 reveals a delivery date of 2/26/2018. See Alcoa Ex. D. BOL No. 4060173 reveals a "REQ." delivery date of 2/6/2018 and an "ADJ." delivery date of 2/12/2018. See Alcoa Ex. E. With regard to the claims related to the four (4) deliveries identified by Alcoa Exhibits B, C, D and E, the Court finds such claims fall outside the applicable statutory limitations period under § 14705(a) and will be dismissed. With regard to all Miller's remaining claims, the Court is unable to determine an accrual date. The motion to dismiss will be denied with regard to those claims. The Court will grant Alcoa's motion for a more definite statement regarding such claims.
V. CONCLUSION
Based on the above, Alcoa's to dismiss will be granted with regard to the claims identified by Alcoa's Exhibits B, C, D & E, and denied in all other aspects. Alcoa's motion for a more definite statement will be granted. Miller shall have twenty-eight (28) days to file an amended complaint that indicates the delivery dates on all its remaining claims. Failure to do so will result in dismissal with prejudice. An appropriate Order follows.
Cercone, J.
ORDER OF COURT
AND NOW, this 8th day of May, 2020, upon consideration of the Motion to Dismiss or in the alternative Motion for More Definite Statement (Document No. 10), filed on behalf of Defendant, Alcoa Corporation, Plaintiff's response thereto, the briefs filed in support thereof, and pursuant to the Memorandum Opinion filed herewith,
IT IS HEREBY ORDERED the Motion to Dismiss is granted in part and denied in part. With regard to the claims identified by Alcoa's Exhibits B, C, D & E, the motion is GRANTED and such claims are dismissed with prejudice. The Motion to Dismissed is DENIED in all other aspects. The Motion for More Definite Statement is GRANTED. Within twenty-eight (28) days of the date of this Order, Plaintiff shall file an amended complaint that indicates the delivery dates on all of its remaining claims. Failure to do so will result in dismissal with prejudice.
s/ DAVID STEWART CERCONE
David Stewart Cercone
Senior United States District Judge cc: Eric L. Zalud, Esquire
Michael J. Barrie, Esquire
Kevin P. Allen, Esquire
Thomas E. Sanchez, Esquire
(Via CM/ECF Electronic Mail)