Malin International Ship Repair & Drydock, Inc. v. Oceanografia, S.A. De C.V.
2016 U.S. App. LEXIS 5387
| 5th Cir. | 2016Background
- Malin (Texas shipyard) performed ship-repair work in 2008–2009 for Con‑Dive and OSA and sued OSA for unpaid invoices under breach of contract and quantum meruit theories.
- OSA bareboat-chartered the M/V KESTREL; the charter required charterer to “purchase the bunkers … at the then current market price” at delivery. OSA took delivery on Oct. 15, 2012.
- Malin obtained a Rule B attachment of the fuel bunkers aboard the KESTREL on Oct. 29, 2012 to secure recovery for unpaid invoices.
- OSA and registered owner Cal Dive moved to vacate the attachment, arguing OSA did not own the bunkers because it had not yet paid or received an invoice; the district court denied the motion and Cal Dive posted a bond.
- Malin moved for summary judgment on ratification and quantum meruit; presented invoices and emails showing OSA received and promised to pay invoices (including interest and attorneys’ fees clauses). OSA offered only a declaration denying agency by Con‑Dive.
- The magistrate and district court found OSA ratified the invoices (and alternatively liable in quantum meruit), awarded damages plus interest and attorneys’ fees, and this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether fuel bunkers aboard charters vessel were attachable under Supplemental Rule B | Malin: OSA’s contract to purchase bunkers plus possession gives an attachable property interest (need not be full ownership) | OSA/Cal Dive: Title had not passed because OSA hadn’t paid or been invoiced, so bunkers were not OSA’s property | Title passed on delivery under Texas law; OSA held title at attachment date, so attachment valid |
| Governing law for passage-of-title question | Malin: apply forum/state law where federal admiralty precedent is thin | OSA: charter amendment purportedly invoked Mexican law (but failed to prove foreign law) | Texas law applied because parties didn’t prove foreign law; Rule 44.1 requires notice of foreign-law issue |
| Whether OSA ratified Con‑Dive’s agreements/invoices | Malin: OSA received invoices, agreed to pay, accepted benefits and did not timely disaffirm — constituting ratification | OSA: disputed agency and benefit; argued factual issues precluded summary judgment | Sufficient undisputed evidence (invoices, email, OSA’s promises) to find ratification; summary judgment affirmed |
| Whether interest and attorneys’ fees provisions were ratified | Malin: invoices (including formal invoices) contained those terms and OSA received them and agreed to pay | OSA: asserted no evidence it received the formal invoices with those clauses | Court: Malin’s affidavit and email evidence unrebutted; OSA produced no contrary summary-judgment evidence, so provisions ratified |
Key Cases Cited
- Manro v. Almeida, 23 U.S. 473 (1825) (early Supreme Court approval of maritime attachment principles)
- Kingston Dry Dock Co. v. Lake Champlain Transp. Co., 31 F.2d 265 (2d Cir. 1929) (possession plus conditional right to title can support attachment)
- McGahern v. Koppers Coal Co., 108 F.2d 652 (3d Cir. 1940) (bareboat charterer lacks expectant title; no attachable interest in chartered vessel)
- Shipping Corp. of India Ltd. v. Jaldhi Overseas Pte Ltd., 585 F.3d 58 (2d Cir. 2009) (ownership is critical for Rule B attachments; EFTs not attachable under controlling state law)
- Swift & Co. Packers v. Compania Colombiana Del Caribe, S.A., 339 U.S. 684 (1950) (Rule B purposes: secure appearance and assure satisfaction)