Transport Drivers, Inc. v. Coca-Cola Refreshments USA, Inc.

Background

Transport Drivers, Inc. (TDI) provided labor-leasing services to Coca-Cola Refreshments USA, Inc. (CCR), including supplying mechanics at CCR’s Eagan facility. TDI employed the workers, paid their wages and benefits, administered collective bargaining agreements, and made pension-plan contributions. CCR reimbursed TDI for invoiced labor costs, including pension payments.

The parties had a 2000 labor-services agreement. In 2010, they also signed a services agreement containing indemnification provisions. CCR terminated the services arrangement effective April 1, 2013. After TDI stopped contributing to the Minneapolis Food Distributing Industry Pension Plan, the Fund assessed TDI $544,295 in withdrawal liability. TDI and the Fund later settled that liability for $520,607, which TDI sought to recover from CCR.

TDI sued for breach of contract and promissory estoppel. CCR denied that it owed reimbursement and asserted counterclaims for declaratory judgment, breach of contract, and promissory estoppel, arguing that TDI had to indemnify CCR for the claims in the lawsuit.

Court’s analysis

The court held that it did not need to decide whether the 2000 agreement or the 2010 agreement governed the parties’ relationship. Even assuming that the 2000 agreement controlled, it did not require CCR to reimburse TDI for withdrawal liability. The agreement addressed wages, benefits, collective bargaining agreements, and invoices that included pension costs, but it did not expressly assign withdrawal liability to CCR.

The court explained that, under the Employee Retirement Income Security Act (ERISA), TDI—not CCR—was the employer and signatory responsible for the pension contributions and statutory withdrawal liability. Reimbursement for ordinary pension contributions was not equivalent to an express obligation to contribute to the pension plan or to reimburse withdrawal liability. The court therefore granted CCR summary judgment on TDI’s breach-of-contract claim.

The court also granted CCR summary judgment on TDI’s promissory-estoppel claim. Neither the agreement nor CCR’s conduct supported a reasonable inference that CCR made a clear and definite promise to reimburse withdrawal liability. The court further found that TDI had not shown that enforcing such an alleged promise was necessary to prevent injustice.

As to CCR’s counterclaims, the court granted TDI summary judgment on CCR’s breach-of-contract counterclaim. The indemnification language in the 2010 agreement was ambiguous about whether it covered a lawsuit brought by TDI against CCR or TDI’s request for reimbursement of its own withdrawal liability. Applying Georgia law, the court construed that ambiguity against indemnification. The court also granted TDI summary judgment on CCR’s promissory-estoppel counterclaim because the agreement did not contain a clear and definite promise that TDI would refrain from bringing these claims or indemnify CCR for them.

The court found CCR’s declaratory-judgment counterclaim moot after ruling against CCR on its other counterclaims.

Disposition

The court’s order states that TDI’s Motion for Partial Summary Judgment was GRANTED IN PART and CCR’s Motion for Summary Judgment was GRANTED IN PART. TDI’s breach-of-contract and promissory-estoppel claims were DISMISSED WITH PREJUDICE. CCR’s declaratory-judgment, breach-of-contract, and promissory-estoppel counterclaims were also DISMISSED WITH PREJUDICE. The court directed that judgment be entered accordingly.