AMERICAN CARGO LOGISTICS, INC v. PILOT AIR FREIGHT, LLC, 2:24-cv-02300

Pilot Air Freight ("Pilot") operated a franchise system for freight movement across the U.S. and Europe, entering into exclusive franchise agreements with American Cargo Logistics, Inc. and Cavalier Cargo Group, Inc. in 2011.
Matt Loux owned both franchisee companies as well as 1st Coast Cargo, a cartage vendor providing local delivery services in the franchise territories.
The 2011 franchise agreements specifically disclaimed the creation of any third-party beneficiary rights.
In 2021, the franchise agreement was renewed, including side letters approving American Cargo’s ownership and operation of 1st Coast Cargo as a cartage vendor.
After Maersk acquired Pilot in 2022 and began rebranding and shifting business, the franchisees and 1st Coast Cargo sued Pilot and Maersk, raising contract and tort claims, including a claim by 1st Coast Cargo as a purported third-party beneficiary.
Defendants moved for partial summary judgment to dismiss 1st Coast Cargo’s breach of contract and tortious interference claims on grounds that 1st Coast Cargo is not a third-party beneficiary.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Third-party beneficiary status	1st Coast Cargo is an intended beneficiary of the franchise agreements, supported by a side letter and course of dealing.	The agreements expressly disclaimed third-party beneficiaries; 1st Coast Cargo not contemplated as beneficiary.	1st Coast Cargo not a third-party beneficiary; summary judgment for defendants.
Effect of Side Letters	Side letter approving 1st Coast as cartage vendor shows intent to benefit 1st Coast.	Side letter only approves operation; does not create third-party beneficiary rights.	Side letter does not override clear contractual disclaimer.
Waiver of Defense	Defendants waived disclaimer defense by not pleading waiver initially.	The defense is that 1st Coast lacks standing, not waiver; can be raised at summary judgment.	No waiver; defense properly considered.
Exception for Primary Beneficiary	Court should disregard disclaimer when contract solely benefits 1st Coast.	1st Coast Cargo not sole/primary beneficiary of contract.	No evidence 1st Coast was sole/primary beneficiary; no exception applies.

Spires v. Hanover Fire Ins. Co., 70 A.2d 828 (Pa. 1950) (requiring both parties to express intent to benefit third party for beneficiary status)
Guy v. Liederbach, 459 A.2d 744 (Pa. 1983) (adopting Restatement (Second) of Contracts §302 for third-party beneficiary analysis)
Scarpitti v. Weborg, 609 A.2d 147 (Pa. 1992) (explaining two-step test for intended third-party beneficiaries under Pennsylvania law)
PennEnergy Res., LLC v. Winfield Res., LLC, 301 A.3d 439 (Pa. Super. Ct. 2023) (enforcing express third-party beneficiary disclaimers in contracts)