Laufer Group International, Ltd. v. Sonder Distribution USA, LLC

Background

Laufer Group International, Ltd. brought an admiralty breach-of-contract action against Sonder Distribution USA, LLC, Remo Polselli, Michael Klein, and Marc Abrams. Laufer is a non-vessel operating common carrier: it arranges ocean transportation through other carriers rather than physically transporting the goods itself. Sonder hired Laufer to import goods from Asia to the United States. All but two containers were delivered. Laufer withheld the remaining two containers because Sonder had not paid outstanding invoices.

Laufer sought summary judgment—a decision without a trial when there is no genuine dispute over a material fact—on its claim for unpaid freight and related charges under the bills of lading. Laufer also sought judgment on the defendants’ counterclaim, which alleged that Laufer had agreed to release one container if the defendants paid $40,000.

Undisputed Facts and Contract Terms

The defendants did not file a response to Laufer’s statement of undisputed facts as required by the Southern District of New York’s local rules. The court therefore treated Laufer’s factual assertions as admitted when supported by evidence. The court noted that the defendants’ affidavits did not specifically controvert Laufer’s numbered factual statements, and one affidavit was unsigned.

The parties’ shipping arrangement included a Credit and Security Agreement signed by Polselli for Sonder, bills of lading, a rules tariff, and invoice terms. The agreements stated that the customer remained responsible for amounts owed, gave Laufer a lien over cargo in its possession, and made the shipper, consignee, owners, and their principals jointly and severally responsible for freight and related charges. The court also found that Sonder had notice of the relevant terms. Polselli signed the Credit and Security Agreement, which stated that Sonder had read and understood Laufer’s bill-of-lading terms, and the invoices referred to those terms.

Laufer’s Claim Against Sonder and Polselli

The defendants argued that they had not received or agreed to the bill-of-lading terms. The court rejected that argument as to Sonder, finding no genuine dispute that Sonder had notice of the terms through the Credit and Security Agreement, the invoices, and the surrounding shipping arrangement. The court also concluded that Laufer had established liability as to Sonder and Polselli. It therefore granted Laufer’s summary-judgment motion with respect to Sonder and Polselli.

Laufer’s Claim Against Abrams and Klein

The bill-of-lading terms extended liability to the consignee’s “principals.” Laufer argued that Abrams and Klein were principals of Sonder Distribution because they communicated with Laufer about payments and shipments and were identified as president and chief financial officer of “Sonder.” Abrams and Klein submitted affidavits stating that they worked for a different, related Sonder company, Sonder Living.

The court held that the evidence did not establish as a matter of law that either Abrams or Klein was an officer or principal of Sonder Distribution. Abrams’s emails showed that he sometimes acted on behalf of Sonder Distribution, but his email address, signature, and references to Sonder Living created ambiguity about which entity he represented. The evidence regarding Klein showed that he communicated about payments, but it was even less sufficient to establish that he was an officer or principal of Sonder Distribution. Because genuine factual disputes remained, the court denied Laufer’s summary-judgment motion as to Abrams and Klein. The court ordered the parties to propose dates for a jury trial concerning them.

Defendants’ Counterclaim

The defendants did not meaningfully address their counterclaim in opposition to summary judgment, so the court deemed their arguments waived. The court also considered the substance of the counterclaim and found no evidence that Laufer had agreed to release a container before full payment. The court therefore granted Laufer’s motion for summary judgment on the counterclaim, and the conclusion states that the counterclaim was dismissed.

Disposition

The court stated that Laufer’s motion was granted in part and denied in part. Summary judgment on Laufer’s breach-of-the-bills-of-lading claim was granted as to Sonder and Polselli and denied as to Abrams and Klein. Summary judgment on the defendants’ counterclaim was granted, and the counterclaim was dismissed.