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Central Freight Lines, Inc. v. Amazon Fulfillment Services

United States District Court, W.D. Washington, Seattle

October 16, 2019





         Before the court are Plaintiff Central Freight Lines, Inc.'s (“CFL”) motion for entry of monetary judgment (MMJ (Dkt. # 241)) and CFL's fourth motion in limine (MIL (Dkt. # 216) at 8-9). Defendants filed responses to the motions (MMJ Resp. (Dkt. # 249); MIL Resp. (Dkt. # 229 (sealed)), and CFL filed a reply in support of its motion for entry of monetary judgment (MMJ Reply (Dkt. # 252)). Additionally, the court makes rulings in this order to resolve CFL's belated arguments that Defendant Amazon Fulfillment Services, Inc (“AFS”) is barred from pursuing certain theories at trial. The court has considered the motions, the parties' submissions concerning the motions, the relevant portions of the record, and the applicable law. Being fully advised, [1] the court ORDERS that AFS is not barred from pursuing certain theories as described below, DENIES CFL's motion for entry of monetary judgment without prejudice to renewing the motion after trial, and DENIES CFL's fourth motion in limine.


         On August 12, 2019, CFL filed six motions in limine. (See MIL.) CFL's fourth motion in limine argues that AFS “should be precluded from offering any evidence, testimony or argument that CFL's outstanding invoices are invalid, improper or untimely.” (Id. at 9.) CFL relies not on a rule of evidence, but rather on the allegation that AFS “changed course during this litigation” to attack a set of invoices CFL issued to AFS for shipments made between Spring 2016, when AFS conducted an audit of CFL invoices, and March 13, 2017. (See Id. at 8-9.) CFL refers to these invoices as “Set Off Invoices.”[2] (See id.) CFL also contends that AFS is time-barred from challenging the Set Off Invoices under 49 U.S.C. § 14705, and under the parties' contract (“Transportation Agreement”). (See Id. at 9.) CFL further argues that AFS should be barred from pursuing its counterclaims and defenses based on the Set Off Invoices because AFS failed to raise these theories until “[r]ecently.” (See Id. at 9.)

         In response, AFS contends that 49 U.S.C. § 14705 is inapplicable because AFS's theory relating to the Set Off Invoices is not based on an “overcharge, ” but rather a provision of the Transportation Agreement providing that AFS “has no obligation to pay any fees or expenses invoiced more than 6 months after they accrue.” (See MIL Resp. at 10.) AFS further contends that its challenges to the Set Off Invoices are not time-barred because they are relevant to AFS's defenses to CFL's alleged damages on CFL's breach of contract claims. (See id.) AFS also points to a number of specific invoice numbers it contends provide evidence that CFL invoiced AFS for shipments “CFL shipped for shippers and/or consignees other than AFS.” (See Id. at 11.)

         On September 26, 2019, CFL filed a motion for entry of monetary judgment pursuant to 28 U.S.C. § 2202. (See MMJ.) CFL contends that based on the court's order granting CFL summary judgment on its declaratory judgment claim that AFS was not entitled to set off unpaid invoices, the court should enter a monetary judgment equal to the amount AFS set off. (See Id. at 1.) CFL argues that a monetary judgment award “will streamline and narrow” the trial currently set to begin on October 21, 2019. (See Id. at 4.) In doing so, CFL appears to attempt to foreclose AFS's ability to challenge the propriety of the Set Off Invoices. In response, AFS argues that “CFL's motion does nothing to narrow the issues for trial, as the amount claimed to be owed is (a) currently in dispute; (b) not supported by the evidence; and (c) improper given its reliance on // prejudgment interest.” (MMJ Resp. at 3.) According to AFS, CFL “seeks to circumvent AFS's contention that CFL seeks compensation it is not due.” (See Id. at 5.)

         On September 30, 2019, the parties filed their joint proposed pretrial order. (PTO (Dkt. # 242).) In it, CFL contends that AFS is time-barred from arguing at trial its counterclaims or defenses relating to (1) whether CFL was required and failed to consolidate shipments and provide a single master bill of lading (“MBOL”) for June 2016 shipments and (2) the Setoff Invoices. (See Id. at 5-7.) CFL argues for the first time in the pretrial order that “AFS' answers to discovery foreclosed its attempt to assert claims against” the Setoff Invoices. (Id.) AFS responds that “CFL was well aware that AFS asserts these claims after CFL sought damages in excess of the set off amount. These claims were clearly raised during discovery and were explicitly identified in the expert report of William Partin.” (See Id. at 7-8 (citing Block Decl. (Dkt. # 158) ¶ 61, Ex. 60 (“Partin Report”) (dated May 2, 2019) at 69).) AFS asserts that “[b]ecause CFL was well aware of these damages prior to the discovery cutoff, it cannot now raise an issue that this is an undisclosed claim.” (See Id. at 8.)

         As the court prepared to rule on the parties' motions in limine at its October 3, 2019, pretrial conference-less than three weeks before trial-counsel for CFL filed a letter on the docket on the evening of October 2, 2019. (CFL Ltr. (Dkt. # 245).) CFL's letter again challenges AFS's ability to pursue counterclaims and defenses based on MBOL overcharges in May and June 2016, and its ability to challenge the Set Off Invoices. (See Id. at 1.) For the first time, CFL presented to the court an AFS interrogatory response in which CFL asked whether Amazon claims “that any of the work that was performed by [CFL], for which the invoice amount has not been paid by [AFS], was billed improperly or was performed incorrectly.” (CFL Ltr., Ex. 2 at 2.) A portion of AFS's response states: “AFS further objects that such information is irrelevant to any claim or defense in this litigation.” (Id.)

         At the pretrial conference, the court questioned the parties about these issues, deferred ruling on CFL's fourth motion in limine in order to provide AFS an opportunity to respond to CFL's letter, and ordered AFS to file that response in writing by Monday, October 7, 2019. (See Hearing Tr. (Dkt. # 248) at 33:3-14.) The court asked AFS to address in its letter “whether you amended your interrogatory responses, to tell me every circumstance in which you put CFL on notice that you were pursuing counterclaims based on the setoff invoices, what discovery was taken in the trial, and then, finally, just as a catchall, whether anything else was represented to CFL that Amazon would or would not pursue the setoff invoices.” (See id.)

         AFS timely filed its letter on October 7, 2019. (AFS Ltr. (Dkt. # 247).) In it, AFS concedes that it did not supplement its interrogatory answers, but contends that “CFL's actual notice, which AFS provided in writing in full satisfaction of Federal Rule of Civil Procedure 26(e)(1)(a), obviated any such supplementation.” (Id. at 2.) AFS contends that Mr. Partin's expert report, dated May 2, 2019, states that AFS contests the Set Off Invoices' timeliness and validity, that CFL inquired about this analysis when it deposed Mr. Partin, and that AFS also raised this issue in response to CFL's summary judgment motion-all within the discovery period. (See id.) With respect to MBOL shipments, AFS contends that it responded appropriately to CFL's discovery requests, which were limited to invoices subject to AFS's audit, and did not include the June 2016 MBOL shipments. (See Id. at 1.)

         III. ANALYSIS

         As an initial matter, CFL failed to timely raise its arguments that AFS is barred from challenging the Set Off Invoices or the June 2016 shipments. CFL should have raised these issues in a discovery motion or through other proper procedural means, instead of peppering its arguments through various filings, including the pretrial order, leaving the court to clean up the confusion on the eve of trial. (See, e.g., PTO at 5-7, 12-13.) CFL's delay in raising these issues suggests a possible strategy to sandbag its objections and spring them on AFS at the last moment. Moreover, aside from its limitations arguments, CFL fails to state the specific grounds on which it argues the court should preclude AFS from pursuing its Set Off Invoices and June 2016 MBOL theories. It is unclear whether CFL seeks a discovery sanction under Federal Rule of Civil Procedure 37, [3] or seeks to preclude AFS's theories based on judicial estoppel[4] or other grounds. (See, e.g., , id.; MIL at 8-9; CFL Ltr.)

         Nevertheless, the court issues this order to put these issues to rest. For the reasons set forth below, the court orders that AFS may pursue its defenses and counterclaims that challenge the Set Off Invoices and the June 2016 MBOL issues as described below. Further, the court DENIES CFL's motion for entry of monetary judgment ...

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