Lafarge North America Inc v. Barge Eagle Inc
737 F.Supp.3d 1106
W.D. Wash.2024Background
- Lafarge (Holcim Canada Holdings LLC), a Canadian company, entered into a 2009 agreement with Barge Eagle (a Washington corporation) involving the purchase and time charter of the barge Hannah 7701 (T/B LAFARGE EAGLE).
- For Jones Act compliance, Barge Eagle bought and owned the vessel, while Lafarge agreed to pay annual basic hire directly to Bank of America to cover Barge Eagle’s loan payments for the vessel.
- Due to a unique arrangement, the first year’s payment in 2009 was made by Barge Eagle, with Lafarge invoiced only for a balance amount, rather than Lafarge making the full payment directly to Bank of America.
- Ten years later, in 2019, Barge Eagle demanded repayment of the 2009 hire (plus interest), alleging Lafarge never made the required first payment.
- Lafarge sued for breach of maritime contract, unjust enrichment, negligent misrepresentation, and conversion, seeking return of the claimed overpayment; both sides moved for partial summary judgment on aspects of the breach-of-contract claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Time Charter is an enforceable maritime contract | The charter relates to a vessel and maritime commerce; qualifies as maritime contract | Not disputed | Court finds Time Charter is a maritime contract |
| Whether Lafarge adequately performed under the contract in making the 2009 hire payment | Substantial performance suffices; parties ratified alternative arrangement; breach, if any, was not material | Strictly, Lafarge did not pay as contract required (payment to Bank of America), so performance was inadequate | Disputed facts about adequacy/ratafication of performance preclude summary judgment for Barge Eagle |
| Whether there is a genuine dispute that Lafarge made the 2009 Basic Hire payment | Lafarge in fact paid the agreed sum in 2009 as documented in emails and payment records | Evidentiary objections, argues payment not shown/admissible | Court grants summary judgment for Lafarge that the 2009 payment was made; issue established for trial |
| Whether post-contract communications can be considered regarding adequacy of performance | They show intent and ratification of payment arrangement, supporting substantial performance | Parol evidence rule bars consideration; no consent given | Court allows consideration as they relate to contract performance, not original contract terms |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard; material facts must affect suit outcome)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (nonmoving party must make sufficient showing on essential element to survive summary judgment)
- Miller v. Safeco Title Ins. Co., 758 F.2d 364 (9th Cir. 1985) (interpretation of contract is generally a mixed question of law and fact; pure contractual language is a matter of law)