ADMIntermare v. Kamca Trading SA

Background

ADMIntermare brought a maritime contract action against Kamca Trading S.A. and Glencore Ltd., alleging that Kamca supplied defective fuel in violation of their contract. Both defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which concerns whether a complaint states a legally sufficient claim. The court granted both motions in an earlier opinion and order.

Kamca then moved for attorney’s fees. The opinion states that Kamca had not previously filed a pleading stating that it intended to seek fees. Kamca relied on Federal Rule of Civil Procedure 54 and a contract provision requiring the buyer to pay the seller’s actual attorneys’ fees, costs, and expenses in an action by the seller to recover amounts owed or enforce the contract.

Court’s Analysis

The court explained that contractual attorney-fee provisions must be strictly construed. Under New York law, a court should not infer an agreement to award attorney’s fees as damages for breach of contract unless that intent is unmistakably clear from the contract’s language.

The provision identified ADMIntermare as the “Buyer” and Kamca as the “Seller.” It applied to an action by the seller to enforce the contract. Because ADMIntermare—not Kamca—brought this action to enforce the contract, the court concluded that the provision did not entitle Kamca to attorney’s fees.

Ruling

Judge J. Paul Oetken denied Kamca’s motion for attorney’s fees. The court directed the Clerk of Court to close the motion at Docket Number 92.