Sanofi Aventis US LLC v. Great American Lines Inc
16-3668
| 3rd Cir. | Dec 6, 2017Background
- Sanofi shipped pharmaceuticals (the “Freight”) to McKesson under an Authorized Distribution Agreement; Sanofi contracted with GAL for transportation, and GAL subcontracted MVP to provide the tractor and driver.
- The Transportation Contract between Sanofi and GAL contained an express written waiver of the Carmack Amendment rights under 49 U.S.C. § 14706 via § 14101(b) language.
- A one-page Truck Manifest identified McKesson as consignee but contained no contractual terms; McKesson was not a party to the Transportation Contract.
- While en route, the loaded tractor-trailer was stolen after the driver stopped at a Pilot truck stop; insurers AXA and Carraig reimbursed McKesson for approximately $9 million and AXA, as subrogee, sued GAL, MVP, and Pilot.
- District Court granted summary judgment for GAL and MVP on the Carmack and contract claims (after reconsideration) and for Pilot on negligence; AXA appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Applicability of Carmack waiver in Transportation Contract | Waiver should not bind McKesson/AXA because McKesson was not a party or intended beneficiary | Waiver between shipper (Sanofi) and carrier (GAL) is effective without consignee consent under §14101(b) | Waiver effective; AXA’s Carmack claim barred |
| Breach of contract based on Truck Manifest | AXA (for first time on appeal) contends Truck Manifest creates contract rights against GAL/MVP | Manifest contains no contractual terms and argument was not raised below (waived) | Argument waived; even considered on merits, manifest non-contractual so no breach claim succeeds |
| Third‑party beneficiary status of McKesson/AXA | AXA argued McKesson was an intended beneficiary of the Transportation Contract | Transportation Contract states it binds only the parties and is the entire agreement | AXA not an intended beneficiary; no contract claim for AXA succeeds |
| Negligence liability of Pilot (causation) | Pilot’s allegedly lax security at truck stop caused/theft; factual disputes preclude summary judgment | No evidence how thieves accessed trailer or who committed theft; causation speculative | Summary judgment affirmed for Pilot; plaintiff’s causation theory too speculative |
Key Cases Cited
- Azur v. Chase Bank, USA, Nat’l Ass’n, 601 F.3d 212 (3d Cir. 2010) (standard of review for summary judgment)
- Nicini v. Morra, 212 F.3d 798 (3d Cir. 2000) (summary judgment standard)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (materiality and summary judgment standard)
- United States v. Petersen, 622 F.3d 196 (3d Cir. 2010) (arguments raised for first time on appeal are waived)
- Post Props., Inc. v. Doe, 495 S.E.2d 573 (Ga. Ct. App. 1997) (insufficient evidence of how a crime occurred defeats negligence causation)