Savino Del Bene U.S.A., Inc. v. Minagrex Corporation

Background

Savino Del Bene U.S.A., Inc. sued Minagrex Corporation, doing business as MGX and MGX Stone, for breach of contract and account stated. An account stated is an alleged agreement that an account balance is correct, often inferred when a party receives an invoice and does not object within a reasonable time. Savino sought summary judgment on claims involving 16 shipping-service invoices.

Savino alleged that it arranged transportation of cargo containers from ports in Thailand and Brazil to Houston and inland destinations in the United States for Minagrex. Minagrex admitted that Savino provided shipping services but disputed its obligation to pay the invoices.

Disputed invoices

For 11 invoices covering services from March through August 2020, Minagrex argued that the bills of lading incorrectly listed it as the consignee and that another unrelated company was the actual consignee. Minagrex raised that objection by email on October 23, 2020. The court noted that, although Savino issued the bills of lading, the record did not show that Minagrex accepted or received them.

Two other invoices concerned containers that Savino held at the port in October 2020 to pressure Minagrex to pay its past-due balance. Minagrex objected to the withholding, and the parties disputed whether Savino later delivered the containers. Savino provided no proof of delivery.

The remaining three invoices were sent in January and February 2021. Minagrex argued that its October 23, 2020 email canceled future orders. The record showed, however, that the deliveries covered by those invoices occurred before October 23, 2020: two deliveries occurred on August 9 and September 29, 2020, and one occurred on March 8, 2020.

Minagrex also argued that no valid contract existed because the bills of lading lacked a pricing term. The court rejected that argument at this stage, reasoning that the invoices contained pricing terms and that a contract could be inferred from the bills of lading and invoices. Minagrex further claimed that Savino failed to credit a $32,888.88 payment, but the court found that Savino adequately addressed that contention by identifying the invoices to which it applied the payment.

Court’s ruling

The court held that summary judgment was premature for the 11 invoices involving the alleged consignee error and the two invoices involving the disputed container delivery. It therefore denied summary judgment as to those 13 invoices.

The court granted summary judgment for Savino on the three invoices sent in 2021. It held that Minagrex’s later cancellation email could not affect deliveries that had already occurred, so Minagrex was obligated to pay those three invoices.

The court also denied summary judgment on Savino’s account-stated claim. Although Savino argued that Minagrex’s October 23 objections were legally untimely, the court found an unresolved question about whether those objections were timely, particularly because the three 2021 invoices were issued long after some of the services were performed.

The court concluded that Savino’s motion was granted in part and denied in part: granted as to the three invoices sent in 2021 and denied as to the remaining 13 invoices. The court canceled the scheduled oral argument, terminated the motion, and ordered the parties to appear for a later status conference.