OPINION
Presently before the Court is a Motion for Summary Judgment by Defendants Vertís, Inc. and American Color Graphics (collectively “Defendants”). The instant motion arises out of a Complaint filed by Plaintiff Canadian National Railway Company (“Plaintiff’) against Defendants for failing to pay tariff, circular and contract charges relating to the transportation of rolled paper via freight boxcars. For the reasons that follow, Defendants’ motion is granted.
I. BACKGROUND
Plaintiff is a Canadian corporation with its principal place of business in Montreal, Quebec. Am. Compl. ¶ 3. Defendants are printing companies that print advertisements for various clients. Defs’ Statement ¶ 1. Defendant Vertís is a Delaware corporation with a business facility and registered agent in New Jersey. Id. ¶ 5. Defendant American Color Graphics is a New York corporation with a registered agent in New York. Id. ¶ 6. The instant matter concerns an agreement or agreements between Plaintiff and non-party St. Mary’s Paper Company Ltd. (“St. Mary’s”), an insolvent Canadian paper producer, pursuant to which Plaintiff agreed to ship paper to Defendants. Defs.’ Statement ¶¶ 2, 5; Defs’ Ex. C, Jones/Dube Aff. ¶¶ 7-9.
Specifically, in September and October 2006, Defendants or clients of Defendants ordered rolled paper from St. Mary’s. Defs’ Statement ¶ 4. St. Mary’s billed Defendants for the cost of shipping and Defendants or Defendants’ clients paid St. Mary’s for the 57 shipments including the cost of the paper and the accompanying freight charges. Defs’ Fact Statement ¶ 25.
In addition to contracting with Defendants for the purchase of paper, St. Mary’s independently agreed with Plaintiff to provide rail service to ship the paper. Id. at ¶¶ 5-6; Defs’ Ex. C, Jones/Dube Aff. ¶¶ 9, 10. To initiate the shipping, St. Mary’s would inform Plaintiff that it wanted to transport a shipment of paper and would select the applicable tariff with rates dictated by private agreements between Plaintiff and St. Mary’s. Defs.’ Statement ¶¶ 7, 8; Pl’s Fact Statement ¶¶ 7, 8.
Importantly, each of the paper shipments was made via boxcar; indeed, for each shipment, Plaintiff would provide St. Mary’s with a boxcar in which to load the paper at St. Mary’s facility for shipping. Id. ¶ 9. After loading the paper into the boxcar provided by Plaintiff, St. Mary’s would notify Plaintiff through an electronic bill of lading that the boxcar was ready for transport. Id. at ¶ 10. The bills of lading were marked pre-paid and named Defendants as the consignee. Id. ¶ 21; Defs.’ Ex. G. Only Plaintiff and St. Mary’s received the bills of lading for each shipment. Id. ¶ 11; Pl’s Resp. Statement ¶ 11.
After receiving a bill of lading, Plaintiff would send an invoice to St. Mary’s for the relevant freight charges. Defs.’ Statement
In September 2009, Plaintiff filed the instant Complaint against Vertís only, alleging that Vertís was liable for $272,372.19 in unpaid freight costs under the Interstate Commerce Act (“ICA”), 49 U.S.C. § 10743(a)(1).
II. STANDARD OF REVIEW
“Summary judgment is proper if there is no genuine issue of material fact and if, viewing the facts in the light most favorable to the non-moving party, the moving party is entitled to judgment as a matter of law.” Pearson v. Component Tech. Corp.,
Initially, the moving party has the burden of demonstrating the absence of a genuine issue of material fact. Celotex,
Moreover, in deciding the merits of a party’s motion for summary judgment, the court’s role is not to evaluate the evidence and decide the truth of the matter, but to determine whether there is a genuine issue for trial. Anderson,
III. DISCUSSION
A. Consignee Liability Under the Interstate Commerce Act
In the Complaint, Plaintiff alleges that because Defendants were named as consignees on the bills of lading for the shipments sent pursuant to the St. Mary’s contract, they are liable for the remaining freight charges under 49 U.S.C. § 10743(a). Specifically, section 10743(a)(1) provides, in relevant part, that a party, “if named on the bill of lading as the sole consignee, is presumptively liable for [associated freight charges], unless it accepts the freight as the agent of another and notifies the carrier of its status in writing.” CSX Transportation Co. v. Novolog Bucks County,
B. Quantum Meruit
Next, Plaintiff alleges that Defendants áre liable under a theory of quantum meruit. Am. Compl. ¶¶ 16, 20-21. Specifically, Plaintiff alleges that “by their actions and course of dealing” the parties “directly or indirectly came to a mutual agreement, whereby Defendants requested freight and rail transportation services from Plaintiff.” Compl. ¶ 13. Thus, Plaintiff contends that
Quantum meruit is a form of quasi-contract that enables the performing party to recover the reasonable value of the services rendered. Weichert Co. Realtors v. Ryan,
In the instant matter, the Court finds that Plaintiff has failed to establish its ability to recover under a theory of quantum meruit. Specifically, the Court notes that Plaintiff has entirely failed to demonstrate an expectation on the part of Defendants that they would pay Plaintiff for the freight costs associated with the shipment of paper from St. Mary’s nor that had any notice that Plaintiff expected them to pay. Defs.’ Fact Statement at ¶¶ 20, 28. Plaintiff did not have a contract or agreement with Defendants concerning the shipments of paper, and, indeed, the undisputed facts demonstrate that St. Mary’s, not Defendants, requested the shipping services from Plaintiff. Def's Fact Statement ¶ 5. Moreover, the parties agree that historically, when Plaintiff billed St. Mary’s for freight costs, no entity other than St. Mary’s paid those invoices. Indeed, the parties agree that Plaintiff did not bill Defendants for the freight costs associated with the shipping of paper. Id. As discussed above, Defendants or Defendants’ clients paid St. Mary’s directly for the cost of the paper and the freight charges and had no interaction with Plaintiff. Id. at ¶¶ 5, 6, 24-26.
Moreover, it is undisputed that the bills of lading concerning the relevant shipments indicated that the shipments were “prepaid”, an indication that, if anything, St. Mary’s had already paid for the costs of shipping. Defs.’ Ex. G. In that regard, to the extent that Plaintiff argues that because the bills of lading listed Defendants as consignee, the bills created an expectation on the part of Defendants that they would pay for the shipping, the Court
Even if Defendants had received the bills of lading, it is well-established that a bill of lading can function as “both a basic transportation contract between a consignor and a carrier and as a receipt.” Estes Express Lines, Inc. v. Macy’s Corp. Services, No. 08-3582,
For all these reasons, the Court finds that Plaintiff has failed to establish an expectation of payment from Defendants nor has it established that Defendants expected to pay Plaintiffs for the freight costs associated with the paper shipments. Thus, Plaintiff, as the contracting party, “must look for payment to ... the one who is expected to pay and who is in fact expected to pay as a reasonable man should have expected to pay.” Insulation Contracting & Supply v. Kravco, Inc.,
C. Unjust Enrichment
Next, Plaintiff alleges that Defendants are liable for the unpaid freight charges under a theory of unjust enrichment. Specifically, Plaintiff contends that it conferred a benefit upon Defendants by providing them with freight services and that it would be “inequitable to allow Defendants to retain the benefit” of those services without payment. Compl. ¶¶ 18, 20. In response, Defendants argue that, as with Plaintiffs quantum meruit claim, neither party expected Defendants to pay for the freight costs, thus, the unjust enrichment claim fails. The Court agrees.
“To recover under a quasi-contract theory of unjust enrichment, the plaintiffs must prove that defendant was enriched ... received a benefit, and that retention of the benefit without payment therefor [sic] would be unjust.” Callano v. Oakwood Park Homes Corp.,
Initially, the Court notes that because Defendants paid St. Mary’s for the
Similarly, in the instant matter, the parties did not have a contract concerning the shipment of paper from St. Mary’s. Defs’ Statement ¶¶ 18, 27. Moreover, the parties in this matter did not have a “direct relationship.” See, e.g., Defs’ Ex. D, Hogben Deposition (“Hogben Dep.”) 74-77; Callano,
D. Common Law Consignee Liability
Plaintiff next argues that, independent of the ICA, “a consignee who accepts delivery of the shipped goods is also liable for the freight charges” under “federal and state common law.” Pl.’s Mem., 4, 7. In response, Defendants argue that not only is Plaintiffs claim of common law consignee liability preempted by the ICA exemption, but because Plaintiff did not include this theory in either its Complaint or Amended Complaint, it cannot raise this theory in opposition to the instant summary judgment motion. The Court agrees.
It is well-established that “adding claims to a pleadings is properly done by amending the complaint; it is too late to introduce an additional claim at the summary judgment stage.” Tirone v. Trella, No. 03-257,
However, even assuming, arguendo, that this Court would consider Plaintiffs claim of common law consignee liability — i.e., that under common law, a consignee is always liable for freight charges — the Court finds that this claim is barred by the ICA.
The ICA was enacted to “achieve uniformity in freight transportation charges, and thereby to eliminate the discrimination and favoritism that had plagued the railroad industry in the late 19th century.” S. Pac. Transp. Co. v. Commercial Metals Co.,
In 1983, the ICC exempted boxcar shipments from ICA regulation because it determined that “the regulations were unnecessary to implement the national transportation policy and because the regulations were not needed to protect shippers from an abuse of market power.” Brae Corp. v. United States,
Importantly, however, the mere fact that a shipment is exempt from regulation under the ICA does not permit a party to revive common law causes of action preempted by the ICA. See G & T Terminal Packaging Co., Inc. v. Consol. Rail Corp.,
The effect of the exercise of our exemption authority under 49 U.S.C. § 10505 [49 U.S.C. § 10502] is to allow shippers and carriers freely to determine the terms of transportation arrangements among themselves. The role of a court in this deregulated environment is to adjudicate disputes concerning agreements between these parties, just as it would adjudicate other agreements or contracts. There are, however, some limits to the couH’s jurisdiction concerning unregulated movements. An exemption does not revive certain common laio remedies that were preempted by the Interstate Commerce Act ... The exemption does not create a regulatory vacuum which allows common law or State statutes to govern the regulation of rail rates and practices in interstate commerce. Rather, we still have plenary jurisdiction over these matters, but have determined not to exercise it based on a finding that an absence of regulation would promote the goals of the Federal rail transportation policy (RTP) of 49 U.S.C. § 10101a [49 U.S.C. § 10101] by allowing carriers and shippers to negotiate the terms of transportation freely. In these circumstances, although common law common carrier remedies are not available, courts are free to adjudicate contract matters concerning exempt transportation by interstate rail carriers.
MKT R.R. Co.,
In the instant matter, the parties agree that because the shipments at issue were made by boxcar, the ICA does not apply and, thus, that the shipments are exempt from regulation under the ICA. As a result, Plaintiff appears to argue that because the shipments are exempt from regulation under the ICA, it can recover under a theory of common law consignee liability. Plaintiff is wrong.
Initially, the Court notes that although Plaintiff cites numerous cases in support of the proposition that consignee liability exists separate and apart from the ICA, the cases Plaintiff cites do not, in fact, support that proposition. Conversely, it appears that, unlike the matter before me, the cases cited by Plaintiff were decided under the ambit of the ICA, and, therefore, the ICA’s consignee liability applied in those cases. See, e.g., Pittsburgh C.C. & St. L. Ry. Co. v. Fink,
IV. CONCLUSION
For the foregoing reasons, Defendants’ Motion for Summary Judgment is GRANTED.
Notes
. Importantly, the Court notes that the parties agree that a majority of the relevant facts at issue in this action are undisputed and, instead, the parties appear to dispute the legal effect of the relevant facts. Def's Br. at 2; Pl's Br. at 1.
. Section 10743(a)(1) of the ICA provides, in relevant part, “Liability for payment of rates for transportation for a shipment of property by a shipper or consignor to a consignee other than the shipper or consignor, is determined under this subsection when the transportation is provided by a rail carrier under this part. When the shipper or consignor instructs the rail carrier transporting the property to deliver it to a consignee that is an agent only, not having beneficial title to the property, the consignee is liable for rates billed at the time of delivery for which the consignee is otherwise liable ...” 49 U.S.C. § 10743(a)(1).
. The Amended Complaint alleges only $263,983.13 in damages because Plaintiff received a 3% dividend from St. Mary's bankruptcy estate. Am. Compl. ¶ 8.