Opinion
No. 1:98CV329-S-D
January 9, 2001
OPINION
In this case, plaintiff alleges that defendant unilaterally breached a contract for hauling services and that it is liable for negligence surrounding the loss of and damage to certain trailers. Presently before the court are the cross-motions of the parties for summary judgment.
FACTS
In 1989, the plaintiff, Billy Lansdell, began providing hauling services for the Memphis market center of the defendant, Aramark, or its predecessor, Aratex. Initially, Lansdell serviced only one route between Tupelo, Mississippi, and Memphis, Tennessee. That arrangement was indisputably evidenced by a five-year contract containing both beginning and ending dates, a five-year escalating price scheme, and an "out" clause. In January, 1992, before expiration of that contract, the parties entered into two new contracts, one for the Tupelo-Memphis route and the other for the Memphis-Jackson, Tennessee, route. These contracts were essentially identical to the original contract, except that the "out" clause was eliminated, and a midnight termination time was added to the five-year duration. In August, 1992, the parties entered into a third contract for the Jonesboro, Arkansas-Memphis route. This contract was different in one significant regard-while the other contracts had contained very specific duration times in a single clause, this contract was worded as follows:
B.1. [Lansdell] does hereby agree to furnish . . . services to Aratex, and Aratex does hereby hire . . . the vehicles and driver for the transportation of uniforms, towels, and miscellaneous rental items to Memphis, Tennessee and Jonesboro return, for the period beginning on the 10th day of August, 1992.
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B.2. COMPENSATION. . . .[M]ileage charges shall be as follows: $1.25 per mile for the first year; $1.30 per mile for the second and third years; $1.35 per mile for the fourth and fifth years. . . .Payment is to be made at the end of each week for the prior week then ending midnight the 10th day of August, 1997.
This contract was signed by George Willis as Aramark's General Manager.
In late 1993, Aramark determined that it could more cost effectively handle its hauling needs in-house. Aramark therefore sent Lansdell a letter terminating the three January and August, 1992, contracts, effective July 1, 1994. Afterward, a series of letters passed between counsel for the parties. Of note is a letter from Lansdell's attorney to Aramark dated June 22, 1994, in which Lansdell demands payment for making repairs to his trailers which were damaged "due to the negligence of [Aramark's] employees." The end result of the parties' discussions was that on June 27, 1994, Aramark advised Lansdell that it would honor the agreements "for the remainder of their Term."
Over the course of the next two years, the parties continued negotiating. By this time, Aramark had made it clear that unless Lansdell dramatically lowered his prices, it would not be renewing the contacts. The result of these discussions, according to Lansdell, was a new contract dated May 10, 1996, and signed by him and Willis. It is undisputed that Lansdell, a man with an eighth-grade education, drafted this document, just as he had drafted all of the contracts except the original contract. This agreement covered all three routes and was worded exactly as the August, 1992, contract except for the dates in the two separate clauses, which were May 10, 1996, and May 10, 2001, respectively, and a price change. The five-year escalating price scheme of the previous contracts was replaced with a flat $1.35 per mile charge with a $.35 per mile decrease once Aramark completed a new facility in Millington, Tennessee. This considerable price drop was in consideration for Aramark's furnishing its own trailers and insurance. Though Aramark admits that the signature on the May 10, 1996, contract is Willis', it denies nonetheless that it entered into that agreement.
Because the Millington facility was never constructed, the $1.35 per mile charge remained in effect, and approximately five months later, Jon Thickstun, the new General Manager for Aramark (Thickstun had previously been the Assistant General Manager and had signed the January, 1992, contracts), advised Lansdell as follows:
Per Aramark's contractual agreements with Lansdell Trucking that expire February 1, 1997[,] Aramark will not be renewing these hauling contracts. Aramark will be going in-house, being [sic] February 3, 1997 will [sic] all hauling aspects for [its] three depots (Jonesboro, AR, Jackson, TN and Tupelo, MS).
Pursuant to this letter, Lansdell ceased hauling for Aramark and on October 6, 1998, brought the instant action seeking actual and punitive damages for breach of the May 10, 1996, contract, and for negligence surrounding the loss of and damage to his trailers.
DISCUSSION
As noted previously, this cause is now before the court on the parties' cross-motions for summary judgment. Each begins with the proposition that the May, 1996, contract (though defendant "denies. . .the existence and validity of the 1996 contract," it assumes both for purposes of the motion) is unambiguous as to the length of the contract. Plaintiff takes the position that the contract was for a period of five years and therefore was breached by defendant's early termination of his services; defendant, that the contract was silent on duration and therefore terminable at will.
Certain basic principles of contract law guide the court's resolution of this question. First, as both parties acknowledge, a contract for personal services or the furnishing of commodities which does not mention a duration is terminable at will with reasonable notice. United States Finance Company v. Barber, 157 So.2d 394, 397 (Miss. 1963). Second, any ambiguities in a contract are generally construed more strongly against the drafter. Nicholas Acoustics Specialty Co. v. H M Construction Co., 695 F.2d 839, 843 (5th Cir. 1983) (construing Mississippi law); Wade v. Selby, 722 So.2d 698, 701 (Miss. 1998). And third, when construing a contract, the court should read the contract as a whole so as to give effect to all clauses. Brown v. Hartford Insurance Co., 606 So.2d 122, 126 (Miss. 1992).
In this court's view, the contract is not, as the parties suggest, unambiguous. To accept defendant's argument, the court would have to ignore the final payment date, which is contrary to the rules of construction. However, to accept plaintiff's argument, the court would have to assume the intent of the parties since plaintiff drafted the agreement, and the termination date is, at best, less than clear. This state of affairs thus leads to an examination of the parties' intent, and standing in the way of that exercise is defendant's denial that it entered into this agreement at all. In that regard, it has presented evidence to suggest that the contract was fabricated. Clearly then, summary judgment for either party on the breach of contract claim is inappropriate.
The court also is not willing at this juncture to grant defendant summary judgment on the punitive damages claim. That issue can be revisited at the appropriate time during trial.
The court reaches a contrary conclusion, however, on plaintiff's negligence claims, at least as they relate to the trailer which was stolen while in defendant's possession, which occurred in July, 1992, and to any damage done to plaintiff's trailers which occurred three years prior to the filing of this action on October 6, 1998. Plaintiff attempts to avoid the three-year statute of limitations by arguing (1) that the negligence of defendant's employees constituted continuing violations and (2) that defendant's promises to pay for the damages tolled the limitations period.
Certainly, as to the loss of the trailer which was stolen from defendant's premises, there is no continuing violation. It was a one-time occurrence, and, according to plaintiff, was occasioned by defendant's failure properly to secure the trailer. Plaintiff has made no allegation that defendant concealed the loss from him, and therefore, the statute of limitations began running on the date of the theft and expired almost three years before plaintiff filed suit. Furthermore, any claim for damages to the trailers as outlined in the June 22, 1994, letter from plaintiff's counsel is barred. At that time, plaintiff was able to ascertain the costs of repair to the various trailers, an act which, in this court's mind, negates any argument that these acts of negligence were continuous. As plaintiff himself acknowledges in his memorandum, he "would, in accordance with his contracts with Aramark, keep his equipment in operable condition, which meant he bore the cost of the repairs to his trailers." This admission indicates that the wrongful acts allegedly committed by defendant and the resulting damage were clearly definable, distinct, and separate, and therefore, not in the nature of continuing violations. See Hendrix v. City of Yazoo City, 911 F.2d 1102 (5th Cir. 1990). Furthermore, plaintiff's allegation that defendant assured him that "it would be handled" does not save this claim. Under Mississippi Department of Public Safety v. Stringer, 748 So.2d 662, 667 (Miss. 1999), plaintiff must prove that defendant's conduct was inequitable or fraudulent to equitably estop the running of the statute of limitations. In this court's view, plaintiff has come forward with no evidence to that effect. At most, plaintiff has proved that the parties were engaged in ongoing negotiations regarding defendant's liability for the damage to the trailers. As Stringer found, "good faith settlement negotiations alone are not sufficient to waive the statute of limitations." Id. At least by June, 1994, plaintiff was represented by counsel, and as the Stringer court noted, "it is not the responsibility of . . . any . . . defendant to inform adverse claimants that they must comply with the law." Id. Therefore, any claim related to the loss of or damage to any trailer occurring before October 6, 1995, is barred by the statute of limitations.
CONCLUSION
Having carefully considered the matter, the court finds plaintiff's motion for summary judgment is not well taken. In this court's view, the May 10, 1996, contract is not unambiguous as to its duration, and a genuine issue of material facts exists both as to the existence and validity of the contract itself and as to its duration. The court further finds that defendant's motion for summary judgment with regard to the duration of the contract and to punitive damages is likewise not well taken. However, the court grants summary judgment on plaintiff's claim regarding the stolen trailer and for damages to his trailers which occurred three years prior to October 6, 1998, as they are outside the applicable statute of limitations.
An appropriate order shall issue.
This 9th day of January, 2001.