Celadon Trucking Services, Inc. v. Charles Wilmoth and Kent Vassey, on behalf of themselves and all others similarly situated
2017 Ind. App. LEXIS 51
| Ind. Ct. App. | 2017Background
- Celadon is a national trucking company that issues Comdata fuel cards to both employee drivers and independent-contractor drivers (the Class); independent contractors pay their own operating costs and are paid higher per-mile rates.
- At Pilot Flying J pumps, swiping a Comdata card displayed a reduced "cash" pump price (about $0.06/gal lower than the posted credit price), but Pilot Flying J invoiced Celadon at an even lower contracted rate (roughly cost minus $0.08/gal).
- Celadon paid Pilot Flying J the lower contracted price but deducted fuel charges from contractors’ compensation using the higher displayed pump (cash) price; Celadon retained the difference.
- Contractors’ standard agreement with Celadon required Celadon to withhold or set off certain charges and made contractors responsible for operating costs (including fuel); the contract did not mention Comdata card use or specify how fuel deductions should be calculated.
- Wilmoth and Vassey sued as class representatives (class certified) alleging Celadon breached the contract (and alternatively was unjustly enriched) by deducting based on the higher pump price; the trial court granted summary judgment for the Class and entered a multi-million-dollar judgment for undercharged fuel reimbursements.
- On appeal, the court affirmed, holding the contract ambiguous and construing ambiguities against Celadon (the drafter), adopting the Class’s interpretation that deductions must be based on Celadon’s actual cost (the discounted price it paid Pilot Flying J).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court properly denied Celadon’s motion for judgment on the pleadings | Contract is ambiguous; extrinsic evidence shows Celadon deducted more than its cost, so denial proper | Contract unambiguously allows deduction of pump (at-the-pump) price as an "advance" under §5.05(c) | Denial affirmed — contract ambiguous; extrinsic evidence permissible and dispute not resolvable on pleadings alone |
| Whether summary judgment for the Class on breach-of-contract was proper | Deductions must equal Celadon’s actual cost (the discounted Pilot Flying J invoice price), not the displayed pump price; Celadon retained the difference | Even if ambiguous, "advance" means money advanced and permits deduction of the pump price; Celadon argues factual differences among class members preclude summary judgment | Affirmed — no genuine issue of material fact; interpreting ambiguity against drafter, "advance" covers the fuel goods and Celadon’s actual cost controls deductions |
Key Cases Cited
- Tender Loving Care Mgmt., Inc. v. Sherls, 14 N.E.3d 67 (Ind. Ct. App. 2014) (principles of contract interpretation and construal against drafter)
- Reuille v. E.E. Brandenberger Constr., Inc., 888 N.E.2d 770 (Ind. 2008) (use ordinary meaning of terms at contract formation)
- Siner v. Kindred Hosp. Ltd. P’ship, 51 N.E.3d 1184 (Ind. 2016) (Indiana summary judgment standard)
- Rusnak v. Brent Wagner Architects, 55 N.E.3d 834 (Ind. Ct. App. 2016) (ambiguous contract interpretation requiring extrinsic evidence is for factfinder)
- Eskew v. Cornett, 744 N.E.2d 954 (Ind. Ct. App. 2001) (written instrument attached to pleading governs over inconsistent averments)
- T.C. v. State, 839 N.E.2d 1222 (Ind. Ct. App. 2005) (retail value not always proper measure of restitution in theft contexts)
- Walker v. Trailer Transit, Inc., 824 F.3d 688 (7th Cir. 2016) (contrasting federal interpretation of similar contractor-deduction language; court declined to apply here)