1 F. Supp. 3d 879
S.D. Ind.2014Background
- Trailer Transit hires independent contractor drivers under Lease Agreements; Walker was a driver from 2004 to 2011, handling about 600 shipments.
- Over 1,000 drivers leased trucks to Trailer Transit under form Lease Agreements between 2001 and 2012.
- Compensation Provision: Driver receives 71% of gross revenues from use of leased equipment, excluding insurance surcharges and items ‘intended to reimburse’ Trailer Transit for special services.
- Walker alleges Add-On Fees charged to customers exceed Trailer Transit’s costs and seeks 71% of the excess or 71% of the entire charge.
- Court analyzes whether Add-On Fees and other charges are within gross revenues; determines ambiguity exists regarding ‘special services’ and ‘special administrative costs’ requiring extrinsic evidence.
- Court grants summary judgment on breach of contract in part (not all Add-On Fee categories) and grants summary judgment on unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are Add-On Fees included in Drivers’ compensation? | Walker: Add-On Fees exceed cost and are part of gross revenues. | Trailer Transit: Add-On Fees are excluded from gross revenues by contract. | Add-On Fees are excluded from gross revenues; no 71% of excess. |
| Does latent ambiguity exist in what charges fall under ‘special services’ and ‘special administrative costs’? | Walker argues additional charges may be included; ambiguity should permit extrinsic evidence. | Trailer Transit asserts no ambiguity or only latent ambiguities require extrinsic evidence. | Latent ambiguity exists; extrinsic evidence necessary to define other charges. |
| Is Walker’s unjust enrichment claim viable given the existence of an express contract? | Walker contends equitable relief is appropriate for amounts beyond or not covered by contract. | Contract fully addresses drivers’ compensation; unjust enrichment not allowed. | Unjust enrichment claim precluded; grant summary judgment. |
Key Cases Cited
- McCae Mgmt. Corp. v. Merchants Nat. Bank & Trust Co. of Indianapolis, 553 N.E.2d 884 (Ind.Ct.App. 1990) (ambiguity resolved as question of law; harmonize contract provisions)
- Fresh Cut, Inc. v. Fazli, 650 N.E.2d 1126 (Ind.1995) (latent vs patent ambiguity; extrinsic evidence for latent ambiguities)
- Oxford Fin. Grp., Ltd. v. Evans, 795 N.E.2d 1135 (Ind.Ct.App. 2003) (latent ambiguity rises upon implementing contract; extrinsic evidence admissible)
- Rice v. Meridian Ins. Co., 751 N.E.2d 685 (Ind.Ct.App. 2001) (intent harmonization; interpret contract to harmonize provisions)
- Felker v. Sw. Emergency Med. Serv., Inc., 521 F.Supp.2d 857 (S.D.Ind. 2007) (latent ambiguity; extrinsic evidence; contract interpretation)