Opinion
No. 05-03-01182-CV
Opinion Filed July 19, 2004.
On Appeal from the County Court at Law No. 5, Collin County, Texas, Trial Court Cause No. 005-01242-02.
Reverse and Remand
Before Justices FITZGERALD, RICHTER and LANG.
MEMORANDUM OPINION
This case involves a contract dispute. In two issues, Federal Express (FedEx) claims (1) the trial court erred when it concluded the federal Airline Deregulation Act of 1978 did not preempt or limit Tech Ones's state law claims against FedEx; and (2) when it concluded the FedEx C.O.D. service and delivery service at issue constituted two separate transactions and the listing of the C.O.D. transaction amount constituted a "declared value," thusly extending FedEx's limit of liability. We reverse and remand on the second issue presented. Accordingly, we do not reach appellant's first issue. The facts of this case are well-known to the parties, and we do not recite them in any detail. Because all dispositive issues are firmly settled in the law, we issue this memorandum opinion. Tex.R.App.P. 47.1.
Background
Tech One contracted with FedEx to deliver computer equipment via a C.O.D. transaction to a buyer in California. FedEx was to receive certified funds from the buyer in the amount of $3,485. FedEx delivered the equipment and received the check at delivery. However, the check was misplaced and was never delivered to Tech One. The California buyer refused to issue another check. The C.O.D. amount of $3,485 was plainly listed on the FedEx Shipment Receipt, but the declared value was listed at $100, which is the default minimum amount.
Discussion
When a contract is not ambiguous, the construction of the written instrument is a question of law for the court. MCI Corp. v. Texas Utils. Elec. Co., 995 S.W.2d 647, 650 (Tex. 1999); Edwards v. Lone Star Gas Co., 782 S.W.2d 840, 841 (Tex. 1990). We review the trial court's legal conclusions de novo. MCI Corp., 995 S.W.2d at 651.
FedEx characterizes this issue as a factual one wherein the legal and factual sufficiency of the fact findings are in issue. We disagree. Our conclusions rest upon the express terms of the FedEx Service Agreement which was admitted into evidence.
The Supreme Court of the United States has held that a bill of lading forms the basic contract between a shipper and a carrier. Southeastern Pacific Transport Co. v. Commercial Metals Co., 456 U.S. 336, 342, 102 S.Ct. 1815, 1820 (1982). The FedEx bill of lading is known as an airbill, and it forms the contract between a shipper and a carrier. See McCall-Thomas Engineering Co., Inc. v. Federal Express Corp., 81 F.3d 28, 30 (4th Cir. 1996). The United States Fifth Circuit Court of Appeals has concluded that in transactions involving air carriers, the airbill serves as the contract of carriage. Sam L. Majors Jewelers v. ABX, Inc., 117 F.3d 922, 930 (5th Cir. 1997). Carriers may supplement their airbills by incorporating the carrier's service guide by reference. See ABX, Inc., 117 F.3d at 931, n. 17. The contract terms in this case are set forth in the FedEx Shipment Receipt (airbill) which incorporates the FedEx Service Guide. The Shipment Receipt expressly states the Service Guide is part of the contract, and in the event of a conflict between the documents, the Service Guide controls. Regarding C.O.D. services, the Service Guide expressly states the following:
THE C.O.D. AMOUNT IS NOT THE SAME AS, AND SHOULD NOT BE CONFUSED WITH, DECLARED VALUE.
* * *
The original carriage of goods to the recipient, collection of the payment instrument and delivery of the payment instrument to the shipper are considered a single transaction and are subject to the "Declared Value and Limits of Liability" section. Our liability for loss, damage, delay, misdelivery, misinformation, nondelivery, failure to collect the C.O.D. amount, failure to collect the specified form of payment, collection of an instrument in the wrong amount, or failure or delay in delivering the collected instrument to the shipper will be limited to the declared value indicated by the shipper, subject to the limitations of, and restrictions on, such values referenced in this Service Guide. If no value is declared, our maximum liability will be the lesser of the C.O.D. amount or $100.
We conclude that the trial court erred in finding that the FedEx C.O.D. service and the delivery service constituted two separate transactions. By its plain terms, the contract between the parties defines the shipment delivery and C.O.D. receipt as one transaction. Furthermore, again by its plain terms, the contract limits FedEx's liability for nondelivery of the C.O.D. instrument to the declared value of $100.
We reverse on the second issue presented, and remand for further proceedings consistent with this opinion. We do not reach FedEx's first issue concerning federal preemption.