Celtic Marine Corp. v. James C. Justice Companies, Inc.
760 F.3d 477
5th Cir.2014Background
- Celtic Marine sued Justice (guarantor) over a maritime dispute arising from the 2011 contract between Celtic and Kentucky Fuel Corp. (KFC).
- Two settlement agreements were formed: February 2012 settling all claims and October 2012 (the October Agreement) with an acceleration clause if installments were not timely paid.
- Under the October Agreement, Justice and KFC paid four installments totaling $2,200,000, but each payment was late.
- Celtic Marine sought to enforce the acceleration clause for the full sum due under the February Settlement and 2012 Contract, and sought Rule 60(b)(6) relief to reopen the case.
- The district court granted summary judgment enforcing the acceleration clause, allowed amendment, and later denied reconsideration; it also granted 60(b)(6) relief to determine the amount owed.
- Justice appeals the summary judgment ruling; Celtic Marine cross-appeals on the Rule 60(b)(6) ruling which this court dismisses for lack of jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether email exchanges amended the October Agreement | Celtic Marine: no amendment occurred via email; writing required by LUETA not satisfied. | Justice: emails could amend under LUETA if parties agreed to electronic means. | No amendment; emails did not satisfy writing or intent to amend. |
| Whether Celtic Marine waived its right to enforce the acceleration clause | Celtic Marine did not waive, continued demanding timely payments and sought enforcement. | Justice: repeated late payments created a finite course of conduct constituting waiver. | No waiver; no sustained course of indulgence shown to defeat enforcement. |
| Whether the district court properly granted summary judgment enforcing the acceleration clause | Celtic Marine argues late but accepted installments do not extinguish right to acceleration. | Justice argues amendment or waiver negates acceleration. | Correct summary judgment; acceleration enforceable. |
| Jurisdiction to review Rule 60(b)(6) order | Celtic Marine appeals the Rule 60(b)(6) reopening of the case to determine amounts. | Justice contends interlocutory Rule 60(b) order is appealable. | Rule 60(b) order not appealable; dismiss for lack of jurisdiction; only the summary judgment is reviewable. |
Key Cases Cited
- Clovelly Oil Co., LLC v. Midstates Petroleum Co., LLC, 112 So. 3d 187 (La. 2013) (contract interpretation; writing can be electronic where intended)
- Rex Credit Co. v. Kirsch, 4 So. 2d 797 (La. Ct. App. 1941) (course of conduct for late payments; waiver considerations)
- Standard Brewing Co. v. Anderson, 46 So. 926 (La. 1908) (waiver requires indulgence by obligee when payment ready but late)
- Briede v. Babst, 59 So. 106 (La. 1912) (indicates indulgence must show unwillingness to demand timely payment)
- Turner v. Baylor Richardson Med. Ctr., 476 F.3d 337 (5th Cir. 2007) (summary judgment standard; deference to nonmovant evidence when relevant)
- In re Ingram Towing Co., 59 F.3d 513 (5th Cir. 1995) (interlocutory appeal standards in admiralty matters)
- Francis v. Forest Oil Corp., 798 F.2d 147 (5th Cir. 1986) (interlocutory appeal limitations; final rights determination required)
- Patton–Tully Transp. Co., 715 F.2d 219 (5th Cir. 1983) (when interlocutory orders affect rights; applicability to appeal)