Fleet Truck Sales, Inc. v. Quality Companies, LLC
8:16-cv-00366
D. Neb.Jan 3, 2018Background
- Fleet Truck Sales entered two September 2015 purchase agreements to sell 163 Volvo trucks ($9,454,000; $81,500 cash deposit) and 169 Peterbilt trucks ($10,309,000; $84,500 cash deposit) to “Quality Equipment Sales.”
- Quality Equipment Sales was an assumed name used by related entities: Quality Companies, LLC (registered under that assumed name at the time of the September agreements) and Quality Equipment Leasing, LLC (QEL) previously; Celadon Group, Inc. never registered under that name.
- Danny Williams (vice president of Quality Companies) negotiated the September contracts; his email domain and ties to Celadon Group prompted Fleet to treat the deal as connected to Celadon Group as well.
- Quality Companies failed to obtain financing and never paid the purchase prices; Fleet alleges breach of contract and seeks damages, including pursuing an oral-contract claim and veil-piercing/alter-ego liability as to QEL and Celadon Group.
- Cross-motions for summary judgment and multiple evidentiary motions were filed; the court considered contract language, apparent authority, alter-ego factors, and Nebraska contract/agency law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Fleet may recover actual damages instead of contract liquidated damages | Fleet: “may” language permits election of actual damages or liquidated damages | Defendants: contract unambiguously limits recovery to liquidated damages equal to cash deposit | Held: Liquidated damages clause is mandatory and unambiguous; Fleet limited to liquidated damages only |
| Whether Williams’ assurances created an independent oral contract | Fleet: Williams’ promises to postpone resale and assurances of payment created a separate oral contract | Defendants: No new consideration; promises were part of existing purchase agreements | Held: Oral-contract claim dismissed for lack of consideration; no independent contract formed |
| Whether QEL and Celadon Group are parties to the contracts (agency / doing-business-as) | Fleet: Celadon Group and QEL effectively did business as Quality Equipment Sales or Williams had apparent authority for all entities | Defendants: Only Quality Companies was the party; Celadon never registered as Quality Equipment Sales and QEL not using the assumed name at the time | Held: QEL dismissed (no evidence it was party); Celadon Group remains a defendant on a factual question whether Williams had apparent authority to bind Celadon Group |
| Whether veil-piercing / alter-ego liability applies to hold other entities liable | Fleet: Entities are alter egos; equitable relief needed to prevent injustice | Defendants: No fraud or control shown; mere shared officers/services insufficient | Held: Alter-ego / veil-piercing claim denied; no basis to disregard corporate separateness |
Key Cases Cited
- Garrison v. ConAgra Foods Packaged Foods, LLC, 833 F.3d 881 (8th Cir. 2016) (summary judgment standard cited)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (summary judgment burdens and responses)
- Timberlake v. Douglas Cty., 865 N.W.2d 788 (Neb. 2015) (contract interpretation and ambiguity are questions of law)
- Facilities Cost Mgmt. Grp., LLC v. Otoe Cty. Sch. Dist. 66-0111, 868 N.W.2d 67 (Neb. 2015) (contract ambiguity and interpretation principles)
- Kluver v. Deaver, 714 N.W.2d 1 (Neb. 2006) (clear contract language enforced as written)
- Kohout v. Bennett Constr., 894 N.W.2d 821 (Neb. 2017) (apparent authority requires principal’s manifestations)
- RM Campbell Indus., Inc. v. Midwest Renewable Energy, LLC, 886 N.W.2d 240 (Neb. 2016) (agency principles and implied agency)
- Thomas & Thomas Court Reporters, L.L.C. v. Switzer, 810 N.W.2d 677 (Neb. 2012) (piercing corporate veil requires fraud or injustice)
- Hahn v. Int’l Mgmt. Servs., Inc., 298 N.W.2d 140 (Neb. 1980) (discussing election of liquidated damages vs actual damages)