Opinion
CIVIL ACTION NO. 02-8855
October 10, 2003
MEMORANDUM
Presently before the Court is Defendant Fleet-Car Lease, Inc.'s ("Fleet-Car" or "Defendant") Motion for Summary Judgment, Plaintiff Jeffrey A. Sterner's ("Sterner" or "Plaintiff") Response thereto, Defendant's Reply Brief and Plaintiff's Surreply Brief. For the reasons set forth below, Defendant's Motion is granted.
I. BACKGROUND
The following is a recitation of the undisputed facts in this case. Sterner is a Pennsylvania resident whose occupation is truck driving. Sterner drives a truck that is used for transporting motor vehicles. Fleet-Car is a Utah corporation with its principal place of business in Colorado. Fleet-Car is in the business of hauling motor vehicles from manufacturers' assembly locations, port facilities and railheads to dealerships.
On or about April 21, 2000, Sterner entered into a contract with Fleet-Car where Sterner leased his truck and trailer to Fleet-Car and made his services available as a truck driver (the "Contract"). Under the Contract, Sterner's compensation was based solely on a commission. Fleet-Car paid Sterner a percentage of its revenues on each shipment that Sterner made. The term of the Contract was for one year — April 21, 2000 to April 21, 2001. At the conclusion of one year, the Contract was to continue on a month-to-month basis for as long as either party desired.
For the first several months, Fleet-Car consistently used Sterner to deliver vehicles. However, on November 17, 2000, Fleet-Car sent a letter (the "Letter") to Sterner informing him that due to a "downward trend" in the automotive industry, Fleet-Car was being forced to "layoff truck drivers based on seniority, and that Sterner was being laid off indefinitely. The Letter further stated that Fleet-Car was keeping the Contract in "full force," and that it would resume using Sterner once "business gets back to normal." The Letter also asserted that Fleet-Car understood and supported any decision from Sterner to "run [his] truck elsewhere." From approximately November, 2000 until March, 2001 Fleet-Car did not use Sterner to deliver motor vehicles. Beginning on or around March 22, 2001 Fleet-Car resumed using Sterner to deliver vehicles. Fleet-Car continued to use Sterner for several more months until the Contract was properly terminated.
On or around November 8, 2002, Sterner filed a pro se complaint against Fleet-Car in the Court of Common Pleas of Delaware County Pennsylvania, alleging that Fleet-Car breached the Contract with Sterner. On or around December 3, 2002 Fleet-Car removed the action to this Court. Fleet-Car answered Sterner's complaint, and the Court ordered the parties to complete discovery by July 30, 2003. On or around July 31, 2003, Fleet-Car filed its motion for summary judgment. A choice of law provision in the Contract states that Colorado law shall govern the Contract. The parties do not dispute that Colorado law governs the Contract.
II. STANDARD OF REVIEW
A motion for summary judgment will be granted where all of the evidence demonstrates "that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed.R. CIV. P. 56(c). A dispute about a material fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby. Inc., 477 U.S. 242, 248 (1986). Since a grant of summary judgment will deny a party its chance in court, all inferences must be drawn in the light most favorable to the party opposing the motion. U.S. v. Diebold. Inc., 369 U.S. 654, 655 (1962).
The ultimate question in determining whether a motion for summary judgment should be granted, is "whether reasonable minds may differ as to the verdict." Schoonejongen v. Curtiss-Wright Corp., 143 F.3d 120, 129 (3d Cir. 1998). "Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson. 477 U.S. at 248.
III. DISCUSSION
Sterner's sole allegation in his complaint is that Fleet-Car breached the Contract by sending him the Letter and by failing to give him deliveries for a four month period from late 2000 until early 2001. Fleet-Car brings this motion for summary judgment admitting that it sent the Letter, and admitting that it did not give Sterner any deliveries for a four month period during the Contract. Fleet-Car argues, however, that the Contract does not obligate Fleet-Car to give Sterner a specific amount — or any amount — of deliveries. Rather, Fleet-Car states that the Contract enables Fleet-Car to use Sterner for deliveries when necessary. Fleet-Car asserts that the contract is clear and unambiguous, and that this case can be determined as a matter of law.
The Court finds that there are no genuine issues of material fact in this case. Both parties agree to the above-stated facts, and they are the only facts needed to address the sole issue in this action — whether the contract entitled Fleet-Car to stop using Sterner for deliveries over the four month period from late 2000 until early 2001. Given that there are no issues of fact, the Court is able to interpret the contract as a matter of law. The Colorado courts have repeatedly held that contract interpretation is a question of law for the courts. Kirk v. Kitchens. 49 P.3d 1189, 1992 (Colo.Ct.App. 2002); Randall Blake. Inc. v. Metro Wastewater Reclamation District. No. 02CA0884, 2003 WL 1562549 (Colo.Ct.App. March 27, 2003). "The intent of the parties to a contract is to be determined primarily from the language of the instrument itself." Kirk. 49 P.3d at 1192. "Written contracts that are complete and free from ambiguity will be found to express the intention of the parties and will be enforced according to the plain language."Id. Courts possess no authority to rewrite contracts and must enforce unambiguous contracts in accordance with their terms. Randall Blake. Inc., 2003 WL 1562549 at *2.
After reviewing every provision of the Contract, and considering the Contract in its entirety, the Court finds that the Contract did not obligate Fleet-Car to provide a certain amount of deliveries to Sterner. There is not a single provision in the Contract that requires Fleet-Car to give any deliveries to Sterner, let alone a fixed amount of deliveries. Rather, the Contract merely authorizes Sterner to deliver vehicles on behalf of Fleet-Car as an independent contractor on an as-needed basis. During his deposition, Sterner acknowledged that the Contract did not obligate Fleet-Car to give him any fixed amount — or any amount — of deliveries.
Q. I am asking if you can point to anything in this contract that says that specific thing, that Fleet Car is obligated to send you a certain number of vehicles to haul?
A. No; I don't see that anywhere.
(Def. Br. Ex. C at 45.) The Contract clearly defines Sterner as an independent contractor and specifically disclaims an employer-employee relationship. (Def. Br. Ex. B. at 3.) The Contract states precisely how much Sterner will be paid as an independent contractor each time he makes a delivery, but the Contract does not guarantee a continuous or specific amount of deliveries. (Def. Br. Ex. B at 4.) As a result, the Court concludes that the Contract did not obligate Fleet-Car to provide Sterner with a systematic or set amount of deliveries.
Sterner also alleges that the Letter and "lay-off amounted to a termination of the contract, and therefore, a breach of the Contract. The Court does not agree with Sterner's conclusion. As discussed above, Sterner was an independent contractor with Fleet-Car and was not entitled to any specific amount of deliveries. The Letter was Fleet-Car's advisement to Sterner that, because of an economic downturn, Fleet-Car would not be using Sterner's services for the next several months. Since the Contract does not obligate Fleet-Car to use Sterner for a specific amount — or any amount — of deliveries, the Letter cannot be viewed as a breach of the Contract. Rather, the letter merely advised Sterner that Fleet-Car would not be using him for deliveries for an indefinite amount of time — an action that the Contract does not prohibit. Furthermore, the Letter specifically states that the Contract will remain "in force," and that Fleet-Car will continue to use Sterner once "business gets back to normal." (Def. Br. Ex. D.) The Letter is not a breach of the Contract, but to the contrary, it is consistent with the Contract in that Fleet-Car is not obligated to use Sterner for any set amount of deliveries.
IV. CONCLUSION
For the foregoing reasons, the Court finds that the Contract did not obligate Fleet-Car to provide a continuous or specific amount deliveries to Sterner. The Court further finds that Fleet-Car did not breach the Contract by failing to provide Sterner with deliveries for a four month period. Accordingly, the Court grants Fleet-Car's motion for summary judgment.
An appropriate order follows.
ORDER
AND NOW, this 10th day of October, 2003, upon consideration of Defendant's Motion for Summary Judgment (Docket No. 6), Plaintiff's Opposition thereto (Docket No. 7), Defendant's Reply to Plaintiff's Opposition (Docket No. 8) and Plaintiff's Surreply thereto (Docket No. 9) it is hereby ORDERED that Defendant's Motion for Summary Judgment is GRANTED, and judgment is entered on behalf of Defendant Fleet-Car Lease, Inc. and against Plaintiff Jeffrey A. Sterner.
This case is CLOSED.