Thomas v. National Railroad Passenger Corp.

Background

Elizabeth Thomas, an Amtrak pipefitter, alleged that she slipped on ice after exiting a locker-room trailer at Amtrak’s Sunnyside Yard Mechanical Facility on February 7, 2021. She claimed that Amtrak failed to provide a safe workplace, warn her about slippery conditions, and clear ice and snow. Thomas settled all of her claims against Amtrak in September 2024 for $435,000.

Amtrak separately sued 247 Maintenance LLC and 365 Maintenance LLC under Federal Rule of Civil Procedure 14(a), which permits a defendant to bring another party into the case for related liability. Amtrak alleged that both companies were bound by a December 2020 purchase order for snow-removal services and that they breached contractual duties involving snow removal, defense and indemnification, and insurance. The court considered cross-motions for summary judgment, a procedure allowing judgment without a trial when the evidence shows no genuine dispute over a fact that could affect the result.

Amtrak’s Claims Against 247 Maintenance

The court applied New York law to interpret the December 2020 purchase order. The order concerned snow removal at Amtrak’s facility in Queens, New York, and the services were to be performed there. The court concluded that New York had the most significant relationship to the contract under both federal common-law and New York choice-of-law principles.

The purchase order expressly referred to Amtrak Form #69, called the Conditions of Purchase, and linked to that document online. It also stated that the conditions would apply to Amtrak purchase-order transactions and that the contractor’s acceptance or performance would constitute acceptance. The court therefore held that the Conditions of Purchase were incorporated into the contract by reference.

The incorporated conditions included an indemnification provision requiring the contractor to defend and indemnify Amtrak for claims arising from the contractor’s services, work, or failure to perform its obligations. The court held that this provision applied to 247 Maintenance even though 247 did not separately sign the Conditions of Purchase, because parties may incorporate and accept terms contained in another document.

The court nevertheless denied summary judgment to both Amtrak and 247 Maintenance on the contractual indemnification claim. The evidence created a factual dispute about whether 247 failed to salt the area, whether the area had been salted before the accident, whether a later melting-and-refreezing event created black ice, and whether Amtrak needed to call 247 back for additional work. A jury could therefore find either that 247’s work or failure to work caused the injury, or that the accident was not caused by 247’s contractual performance.

The court rejected Amtrak’s argument that another part of the indemnification provision covered injuries regardless of Amtrak’s own negligence. That language applied to injuries to employees of the contractor or its agents, while Thomas was an Amtrak employee. The court also denied Amtrak’s motion on common-law indemnification because factual disputes remained about whether 247 was negligent and whether it controlled the work that caused the injury.

The court granted Amtrak summary judgment on its claim that 247 breached the contract by failing to name Amtrak as an additional insured. The contract required 247 to include Amtrak as an additional insured on its insurance policies, and the evidence showed that 247’s State Farm policy did not do so. 247 did not identify a separate policy that named Amtrak. Accordingly, Amtrak’s motion was granted on that claim, while 247’s motion was denied.

365 Maintenance’s Motion

The December 2020 purchase order was issued to 247 Maintenance, not 365 Maintenance. Amtrak argued that 365 was 247’s alter ego and should be liable by piercing the corporate veil, a legal doctrine that can sometimes allow a party to be held responsible for a related company’s obligations.

The court held that Amtrak had not alleged or shown facts establishing the fraud, wrongdoing, or inequity required to pierce the corporate veil under either New York or District of Columbia law. The record also showed that 247 had insurance potentially sufficient to cover liability. Because 365 was not a party to the purchase order and there was no basis to impose liability through the corporate veil, the court granted 365 Maintenance’s motion for summary judgment.

Disposition

The court granted Amtrak’s motion for summary judgment in part and denied it in part. Specifically, Amtrak’s motion was granted on its claim that 247 failed to name Amtrak as an additional insured and denied on its contractual indemnification claim. The court also denied 247 Maintenance’s motion for summary judgment and granted 365 Maintenance’s motion for summary judgment. The order requested termination of docket entries 112, 113, and 114.