MARY ANN VIAL LEMMON, District Judge.
Plaintiff, D & S Marine Transportation, LLC, filed this suit against defendants, S & K Marine, LLC and Ben Strafuss, alleging breach of contract, bad faith breach of contract, and detrimental reliance claims against S & K Marine, and a tortious interference with contractual relations claim against Strafuss.
D & S Marine Transportation and its sister company, D & S Marine Service, L.L.C., are marine transportation companies that operate a fleet of tow boats that move barges. The D & S Marine entities' vessels are time chartered to other companies. D & S Marine Transportation alleges that in 2013 one of its owners, Patrick McDaniel, engaged in negotiations with Calvin Klotz, who was purportedly acting on behalf of the yet-to-be-formed S & K Marine, "leading to an initial agreement" regarding two vessels under construction at New Generations Shipyard, the NGS 106 and NGS 107. The vessels were to be owned by S & K Marine, and operated under bareboat charter agreements with either D & S Marine Transportation or D & S Marine Service. D & S Marine Transportation alleges that it entered into a bareboat charter agreement with S & K Marine regarding the vessels. S & K Marine denies that a final bareboat charter agreement was ever entered into.
D & S Marine Transportation filed this action against defendants, S & K Marine, Strafuss and BJS Blessey, L.L.C., in the Thirty-Second Judicial District Court, Parish of Terrebonne, State of Louisiana, alleging that defendants are liable to D & S Marine Transportation for the breach of the bareboat charter agreement, the bad faith breach of the bareboat charter agreement, and detrimental reliance. D & S Marine Transportation also alleged that Strafuss committed an intentional interference with contractual relations. Defendants removed the action to the United States District Court for the Eastern District of Louisiana.
Defendants filed a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure arguing that D & S Marine Transportation failed to state any viable claims under either Louisiana law or the general maritime law. Applying Louisiana law, this court granted the motion as to D & S Marine Transportation's breach of contract, bad faith breach of contract, and detrimental reliance claims against Strafuss and BJS Blessey. The court denied the motion as to D & S Marine Transportation's breach of contract, bad faith breach of contract, and detrimental reliance claims against S & K Marine, and its tortious interference with contractual relations claim against Strafuss.
The court found that the parties contemplated that the final bareboat charter agreement would be in writing and signed by the parties, which did not occur. However, the court also found that by alleging that it "undertook a significant amount of work with the shipyard to modify the vessel under construction to meet the configurations required and used in [its] fleet[,]" D & S Marine Transportation alleged that it began performance under the bareboat charter agreement by spending money to make modifications to the vessel while it was under construction. Thus, the court found that this, along with the other pertinent allegations in the complaint, was sufficient for D & S Marine Transportation to state claims for breach of contract and bad faith breach of contract against S & K Marine, and for tortious interference with contractual relations against Strafuss. Further, the court found that D & S Marine Transportation sufficiently stated a claim for detrimental reliance against S & K Marine, because it alleged that it relied on S & K Marine's word and conduct regarding the formation of the bareboat charter agreement, and alleged that D & S Marine Transportation changed its position to its own detriment by spending money to modify the vessel under construction and by entering into a sub-charter agreement with another customer.
Thereafter, S & K Marine and Strafuss filed a motion for summary judgment arguing that all remaining claims against them must be dismissed because the only remaining issue was whether D & S Marine Transportation spent money modifying the vessel, which it did not. After considering the countervailing affidavits submitted by the parties attesting to what D & S Marine Transportation did or did not spend with respect to the vessel and other evidence presented, the court denied the motion finding that there were genuine issues of material fact in dispute regarding what steps D & S Marine Transportation took in performance of the bareboat charter agreement it believed it had with S & K Marine, and whether S & K Marine knew about those actions so as to effectuate S & K Marine's tacit acceptance of the contract regardless of whether it was in the contemplated written form.
In ruling on the first motion for summary judgment, the court assumed that the parties had reached an agreement as to the essential terms of the bareboat charter agreement because S & K Marine limited its argument to the issue whether D & S Marine Transportation spent any money modifying the vessel. The parties did not argue or submit any evidence regarding whether an agreement was actually reached as to the contract's essential terms.
After engaging in discovery, defendants filed a renewed motion for summary judgment. S & K Marine argued that D & S Marine Transportation could not prevail on its breach of contract claim, or the related bad faith breach of contract claim, because the exchange of multiple draft contracts in which essential terms, such as the charter rate, fuel requirements, maintenance, and purchase option, were changed demonstrated that there was never a meeting of the minds so it could not have tacitly accepted the terms of the unexecuted bareboat charter agreement. S & K Marine also argued that D & S Marine Transportation's detrimental reliance claim must be dismissed because D & S Marine Transportation was unreasonable in its alleged reliance on any purported promises due to the back-and-forth nature of the contract negotiations. Further, Strafuss argued that the tortious interference with contractual relations claim against him must be dismissed because there was no contract. D & S Marine Transportation argued that there was an oral contract because McDaniel and Klotz agreed upon the essential items of the bareboat charter agreement, specifically, the charter rate and five-year term. D & S Marine Transportation argued that, although there was never an executed written contract, S & K Marine tacitly accepted the terms of the agreement by allowing D & S Marine Transportation to begin work under the contract. The court denied the motion finding that there were disputed issue of material fact regarding whether there was an oral contract and whether D & S Marine Transportation was reasonable in relying on representations made by Klotz on S & K Marine's behalf.
A two-day bench trial on D & S Marine Transportation's remaining claims commenced on September 12, 2016. D & S Marine Transportation presented testimony from Patrick McDaniel, Calvin Klotz, Dean Cheramie, Ferdinand "Skip" Plaissance,
The court deferred ruling on defendants' Rule 52(c) motion. Defendants thereafter presented testimony from Benedict Strafuss and Phillip Monteleone.
McDaniel was a member of D & S Marine Transportation, along with Dean Cheramie and Scott Lerille. D & S Marine Transportation was formed to grow the business started by Cheramie and Lerille with the related entity, D & S Marine Service. D & S Marine Service's business consisted of time chartering vessels to Kirby Inland Marine. D & S Marine Transportation's business consisted of time chartering vessels to other customers, such as Canal Barge Company. Any new business that McDaniel brought in would go to D & S Marine Transportation, of which he was a member, so that he could share in the profits.
McDaniel testified that in January 2013, Klotz approached McDaniel regarding the NGS 106 to determine if D & S Marine Transportation had any interest in bareboat chartering the vessel, which Klotz and Strafuss were purchasing as an investment. Klotz and Strafuss testified that Klotz took the lead on finding an operator for the vessel because he had more experience in the maritime industry than Strafuss and relationships with marine operators. However, both Klotz and Strafuss had to agree before entering into a bareboat charter agreement. In fact, Strafuss had the ultimate authority on whether to enter into a bareboat charter agreement because he was funding the project. Klotz' authority was limited to negotiating the contract, and Strafuss had to approve it.
McDaniel thought that the bareboat charter would be a good opportunity for D & S Marine Transportation to grow its fleet. McDaniel informed Cheramie that Klotz and Strafuss were interested in buying the NGS 106 and NGS 107 from New Generations Shipyard and chartering them to the D & S Marine entities. Cheramie authorized McDaniel to go forward in negotiating with Klotz. Cheramie knew that he could put the boats to work because both Kirby Inland Marine and Canal Barge Company had informed him that they needed additional vessels. The NGS 106 would be bareboat chartered by D & S Marine Transportation because it would be time chartered to Canal Barge Company, and the NGS 107 would be bareboat chartered by D & S Marine Service because it would be time chartered to Kirby Inland Marine.
Cheramie and McDaniel testified that there was a meeting in July 2013 attended by the two of them, Klotz and Strafuss where they discussed the "nuts and bolts" of the bareboat charter agreement. Cheramie and McDaniel both testified that there was an agreement for a five-year term with an $850 day rate, and an optional five-year term. McDaniel testified that he and Klotz reached an agreement as to the "scope of the [charter] agreement[,]" including "the time frame, the money, the payment, [and] the term," and that they would add the "smaller pieces" later. According to McDaniel, the contract was formed before October 16, 2013.
Klotz testified that at the July 2013 meeting, they discussed the day rate for the first five-year term and settled on $850 per day. However, the number could have changed throughout the negotiations. Klotz testified that "[f]or the first five years, [they] worked on a day rate of $850, and [they] were still discussing the second five even further along." Eventually, he and McDaniel agreed to $950 as the day rate for the optional five-year term, subject to the approval of Strafuss.
Strafuss testified that in addition to the day rate, there was a discussion about D & S Marine Transportation's purchasing the vessel at a discounted rate at the end of the bareboat charter agreement. Strafuss objected to such a term, and Klotz knew about Strafuss' objection. At the end of the meeting, Strafuss told Cheramie and McDaniel to talk to Klotz about "some of the high level terms" and to send Strafuss a proposal in writing so that he could have it reviewed by a Certified Public Accountant and an attorney. Strafuss specifically stated that he never told anybody at D & S Marine Transportation that Klotz had the ability to bind him or the yet-to-be-named limited liability company that he and Klotz were contemplating forming.
On August 1, 2013, Klotz and Strafuss entered into an agreement regarding their venture.
Klotz testified that after he and Strafuss entered into the August 1, 2013, agreement, they signed a purchase agreement with New Generations Shipyard for the NGS 106. Klotz testified that he and Strafuss were signing in their individual capacities. He stated that he could not sign for S & K Marine because he was not a member of the company, which did not yet exist.
McDaniel testified that once agreements were reached at the July 2013 meeting as to the charter hire rate and the five-year term the parties moved forward with finalizing the bareboat charter agreement, watching the vessel construction progress and preparing to put the vessel to work. D & S Marine Transportation started making the NGS 106 a "D & S-style boat" by requesting modifications to the paint scheme, gears and wheels. Cheramie testified that Klotz knew from the beginning that the vessels needed to be modified to fit the D & S Marine entities' standards with the same type of gears, propellers and shafts as the other vessels in the D & S Marine entities' fleet, so that the parts would all be interchangeable. McDaniel and Cheramie both testified that they requested that Klotz make the changes, Klotz had to get Strafuss' approval, but that Strafuss eventually approved the changes. McDaniel and Thomas Prosperie, the D & S Marine entities' port engineer, went to New Generations Shipyard and observed the modifications being made to the NGS 106.
With respect to vessel modifications, Klotz testified that Strafuss had to approve the changes to the marine gears and propellers because he was paying all the money. The railings were modified by the shipyard at no extra cost. Strafuss testified that at some point Klotz asked him about modifying the gears to fit the D & S Marine entities' preferences. Klotz told him that the requested gears were common in the marine industry, more robust, and would make the vessel more valuable. Strafuss agreed to pay the extra cost for the gears. Klotz testified that at some point, Joe Gregory, the owner of New Generations Shipyard, asked him what colors to paint the NGS 106, and he passed the memo on the McDaniel. It would be painted in colors unique to the D & S Marine entities. Klotz was aware that D & S Marine personnel were visiting the shipyard. He does not recall whether he told Strafuss, but he thinks Strafuss knew that this was occurring.
McDaniel testified that he approached D & S Marine Transportation's customers to "put the vessel to work." McDaniel spoke with Skip Plaissance, the chartering manager at Canal Barge Company. Canal Barge Company committed to time charter the NGS 106. McDaniel testified that he told Klotz about this agreement. However, Klotz testified that although he knew by August 2013 that D & S Marine Transportation was going to time charter the vessels to other companies because that was its business model, he was not aware that McDaniel was seeking out a specific time charter agreement for the NGS 106. McDaniel also testified, prior to October 16, 2013, he had a verbal commitment from Kirby Inland Marine to time charter the NGS 107. In McDaniel's experience, verbal commitments are binding in the maritime industry.
On October 16, 2013, Strafuss and Klotz went to New Generations Shipyard and signed a purchase agreement for the NGS 107. From there, they went to the D & S Marine entities' offices and met with McDaniel to tour a vessel. Strafuss testified that he told McDaniel that he was "still waiting for some terms, a proposal, something [he could] take a look at and give to [his] experts." McDaniel replied that he was "working on it." Strafuss testified that, at that meeting, there was no agreement or development on any terms of the proposed bareboat charter agreement.
McDaniel testified that on November 4, 2013, he outlined the essential terms of the charter agreement in an email to D & S Marine Transportation's external attorney, Leon Rittenberg, and asked Rittenberg to draft a bareboat charter agreement.
Strafuss testified that he received the first draft of the proposed charter agreement in mid-November 2013 via an email from McDaniel.
On December 9, 2013, Strafuss received an email from his attorneys at Baker Donelson that attached a redlined version of the draft bareboat charter agreement.
On December 11, 2013, the Louisiana Secretary of State issued the articles of organization for S & K Marine.
Also on December 11, 2013, Klotz forwarded the redline version of the contract to McDaniel via email stating that the document included "changes to discuss on contract."
Strafuss testified that, at this point, he was "still trying to get [his] arms around" some financial terms in the proposed bareboat charter agreement, like the purchase option and day rate. He stated that he did not have financing and needed to talk to a banker to secure a loan, which was especially important for Klotz, who did not have the necessary cash on hand. On December 19, 2013, Strafuss and Klotz received an email from Derek Chaisson at Whitney Bank informing them that their proposed financing was not feasible with an $850 day rate.
In December 2013, Strafuss learned that Klotz was not going to leave his employment with Cummins Mid-South, and Klotz would have to get permission from Cummins Mid-South to own vessels. Strafuss felt "vulnerable" because he was unfamiliar with the maritime industry and had spent $4,000,000 of his personal savings to purchase the vessels. After speaking with his wife, Strafuss decided to call Walter Blessey, who owns a large fleet of vessels, to ask for advice. Blessey asked if Strafuss had signed an agreement with D & S Marine Transportation. Strafuss said that he had not. Blessey suggested that they form a joint venture. Strafuss would put in the two vessels, and Blessey would put in four barges. Strafuss told Klotz about Blessey's offer and said that he wanted to take it because they had not heard anything from D & S Marine Transportation regarding the draft bareboat charter agreement.
Also in December 2013, before the NGS 106 was complete and a bareboat charter agreement signed, Klotz asked McDaniel to create records showing that the vessel was in service before the end of the calendar year so that Klotz and Strafuss could claim accelerated depreciation that was available for the 2013 tax year. McDaniel spoke to Cheramie about this and they declined to do so, finding it was not in their best interest to create "logs on a boat and show it working without it working."
On January 14, 2014, Rittenberg sent an email to McDaniel, copying Cheramie, attaching a revised draft of the charter agreement, and noting that it was "not quite in a form where you can send it back to the other side[,]" because there were comments that they needed to discuss.
In January 2014, Strafuss informed Klotz that he wanted to talk to Blessey about the vessels. On January 28, 2014, Strafuss stated in an email to Klotz that it was his "simple view that [they] still [did] not have a deal with D&S and so [he] want[ed] to see what was available at this point in time."
On January 31, 2014, McDaniel emailed Klotz stating that they should finalize the contract the next week, and that McDaniel would send Klotz a copy to review.
On February 5, 2014, Rittenberg sent McDaniel an email attaching the ninth draft of the bareboat charter agreement, including changes covered in their telephone calls that day and the previous day.
On February 7, 2014, Strafuss emailed Blessey to accept his proposal to form a joint venture.
Also on February 7, 2014, Rittenberg sent the eleventh draft to McDaniel via email.
On February 10, 2014, McDaniel sent Klotz an email attaching a draft of the charter agreement stating that it should have all the needed changes.
On February 13, 2014, Josh Jones of Whitney Bank wrote to Klotz and Strafuss regarding the proposed loan.
On February 14, 2014, McDaniel sent "the latest" version of the charter agreement to Klotz.
McDaniel compared the first draft of the charter agreement sent to Strafuss on November 19, 2013, (Exhibit #18 and 21), with the last draft sent to Klotz on February 14, 2014 (Exhibit #52). Between the two drafts there were the following changes to the "high level" terms that formed the "scope of this agreement":
McDaniel testified that in February 2014, he learned that the NGS 106 would not be chartered to D & S Marine Transportation when Prosperie reported that Blessey's employees were on the vessel at the shipyard and reported this information to Cheramie. Cheramie testified that he was shocked because he thought that D & S Marine Transportation was going to bareboat charter the NGS 106, and had bought some rigging, a satellite compass, a jon-boat and an outboard motor for it.
On February 17, 2014, Klotz emailed Strafuss another draft of the proposed bareboat charter agreement with D & S Marine Transportation.
Also on February 17, 2014, Klotz sent an email to Strafuss in which Klotz compared the alleged bareboat charter agreement with D & S Marine Transportation and the proposed venture with Blessey.
Klotz testified that he used the word "deal" in the email to mean a deal in the making. He testified that there was no full and final agreement between D & S Marine Transportation and S & K Marine. Strafuss similarity testified that Klotz "uses the word deal interchangeably with negotiations."
Rule 52(c) of the Federal Rules of Civil Procedure provides:
Fed. R. Civ. P. 52(c). When considering a motion under Rule 52(c), the court weighs and resolves conflicts in the evidence, and "decides in which party's favor the preponderance of the evidence lies." 9C Charles Alan Wright & Arthur R. Miller,
Under Louisiana law, "[a] contract is an agreement by two or more parties whereby obligations are created, modified, or extinguished." La. Civ. Code art. 1906. The formation of a valid contract requires: (1) capacity to contract; (2) mutual consent; (3) a certain object; and, (4) a lawful purpose.
All natural and juridical "persons have the capacity to contract, except unemancipated minors, interdicts, and persons deprived of reason at the time of contracting." La. Civ. Code arts. 24 and 1918. A limited liability company is a juridical person as it is "`an entity to which the attributes personality.'"
Under Louisiana law, a limited liability company is formed when the articles of organization and initial report are filed with the Louisiana Secretary of State.
Exhibit #76 is S & K Marine's Certificate of Organization issued by the Louisiana Secretary of State. The document states that S & K Marine was formed on December 11, 2013. The attached Articles of Organization state that Strafuss is the manager of S & K Marine. Klotz identified this document during his testimony. Klotz also testified that, prior to this date, he could not have been acting for S & K Marine because it did not exist. Therefore, he and Strafuss were acting for themselves in their personal capacities when they signed the purchase agreements with New Generations Shipyard. Strafuss and Klotz both testified that Klotz never became a member of S & K Marine. D & S Marine Transportation claims that the bareboat charter agreement was formed no later than October16, 2013. Exhibit #76, along with Klotz's and Strafuss' testimony, establish that S & K Marine did not exist until December 11, 2013. Thus, S & K Marine did not have the capacity to enter into any contract on October 16, 2013.
Although D & S Marine Transportation acknowledges that S & K Marine did not exist until December 11, 2013, D & S Marine Transportation claims that, after S & K Marine's formation, S & K Marine confirmed or ratified the bareboat charter agreement that D & S Marine Transportation claims was formed by October 16, 2013. D & S Marine Transportation argues that S & K Marine's confirmation or ratification of the contract is proved by the testimony of McDaniel and Klotz and the documents that demonstrate that the $850 day rate for the first five-year term was never changed in any of the drafts of the bareboat charter agreement. D & S Marine Transportation claims that the day rate was the basic agreement required to form the bareboat charter agreement. D & S Marine Transportation also claims that the contract was confirmed and ratified when Strafuss sent an email to his attorney and Klotz on December 10, 2013, stating that they needed to get D & S Marine Transportation to take delivery of the NGS 106 before January 1, 2014, for tax reasons. Further, D & S Marine Transportation argues that the contract was confirmed and ratified because Strafuss knew that they were preparing to operate the vessels by securing time charter agreements with their customers.
S & K Marine argues that there is no evidence of confirmation or ratification of the alleged bareboat charter agreement. S & K Marine points to the time line of events. On November 19, 2013, McDaniel sent a draft bareboat charter agreement to Strafuss for the first time.
A contract is relatively null when it is made by a person who lacks legal capacity to contract. La. Civ. Code arts. 1919 and 2031. The party that lacked capacity may invoke the relative nullity.
The evidence shows that Strafuss was the sole person with authority confirm or ratify the alleged bareboat charter agreement on S & K Marine's behalf. Strafuss was the only member of S & K Marine. Both Strafuss and Klotz testified that Klotz did not have authority to bind Strafuss or S & K Marine to a bareboat charter agreement. Klotz testified that he told McDaniel and Cheramie that he did not have such authority.
There is no evidence that Strafuss confirmed or ratified the alleged bareboat charter agreement after the formation of S & K Marine. Strafuss testified that he did not communicate with anyone regarding the terms of the draft bareboat charter agreement between December 11, 2013, and February 17, 2014. He also testified that he did not agree to the terms proposed by D & S Marine Transportation in the November 19, 2013, draft. The draft agreement was returned to D & S Marine Transportation on December 10, 2013, with multiple material changes made by Strafuss' attorneys. Strafuss did not receive a returned draft from D & S Marine Transportation until February 17, 2014. Strafuss testified that it was important to him that the parties agree on all of the terms, that the contract be in writing and that both he and D & S Marine Transportation signed the written contract. This never occurred. Therefore, there is no evidence that Strafuss expressly confirmed or ratified the alleged bareboat charter agreement.
Moreover, there is no evidence that Strafuss tacitly confirmed or ratified the alleged bareboat charter agreement on S & K Marine's behalf after it was formed. Tacit confirmation requires voluntarily beginning performance. S & K Marine's required performance under the alleged bareboat contract was to deliver the vessel to D & S Marine Transportation. This undisputedly did not occur.
Similarly, tacit ratification occurs when a person accepts the benefit of an obligation that he knows was incurred on his behalf by another. D & S Marine Transportation claims that Strafuss accepted the benefit of its entering into time charter agreements with Canal Barge Company and Kirby Inland Marine. However, those time charter agreements are not the benefit of the alleged obligation. The obligation at issue is Klotz's alleged agreement to bareboat charter the vessels to D & S Marine Transportation. The benefit of that obligation to S & K Marine would be receiving the day rate. None of the draft bareboat charter agreements required D & S Marine Transportation to enter into time charter agreements for the vessels. Klotz, McDaniel and Cheramie all testified that D & S Marine Transportation's only obligation to S & K Marine under bareboat charter agreement was to pay the day rate. Thus, receiving the day rate would be the manner in which Strafuss could tacitly ratify the contract. This undisputedly did not happen.
Thus, the alleged contract was relatively null due to S & K Marine's lack of capacity, and Strafuss did not confirm or ratify the alleged contract after S & K Marine was formed. Therefore, S& K Marine's Rule 52(c) motion is GRANTED as to D & S Marine Transportation's breach of contract and bad faith breach of contract claims against it, and those claims are DISMISSED WITH PREJUDICE.
S & K Marine argues that its Rule 52(c) motion should be granted as to D & S Marine Transportation's detrimental reliance claim because a writing was required for the bareboat charter agreement to be formed.
The doctrine of detrimental reliance is provided in Louisiana Civil Code article 1967, which states:
There are three elements required for the application of the doctrine of detrimental reliance: (1) a representation by conduct or word; (2) justifiable reliance thereon; and (3) a change of position to one's detriment because of the reliance.
D & S Marine Transportation argues that it was justified in relying on "defendants' representations, by word and by conduct, that D&S would be the bareboat charterer of the NGS-106 and the NGS-107." As evidence, it points to modifications to the NGS 106 that were approved by the "owners." D & S Marine Transportation also cites Klotz's asking for McDaniel's input in selecting paint colors for the NGS 106. Further, D & S Marine Transportation points to its meeting with Whitney Bank regarding Klotz's and Strafuss' financing the vessels, and its procuring time charter agreements with Canal Barge Company and Kirby Inland Marine.
S & K Marine is the sole defendant for D & S Marine Transportation's detrimental reliance claim. Strafuss and Klotz both testified that Strafuss was the only member of S & K Marine and the only person authorized to act on behalf of the company. Strafuss and Klotz both testified that Klotz was not authorized to bind S & K Marine or Strafuss. Further, they both testified that D & S Marine Transportation knew that Klotz did not have such authority. Thus, D & S Marine's reliance on any of Klotz's actions was unreasonable.
Moreover, Strafuss' testimony establishes that he never took any actions on which D & S Marine Transportation could have relied. He testified that he decided to make the changes to the vessel requested by D & S Marine Transportation because they were not unique to D & S Marine Transportation, and increased the vessel's value. These changes occurred before S & K Marine was formed. Strafuss testified that, after S & K Marine was formed, he did not communicate with D & S Marine Transportation regarding the alleged bareboat charter agreement. There is no evidence of any actions taken by Strafuss after the formation of S & K Marine on which D & S Marine Transportation could have relied.
Further, Strafuss testified that he required the bareboat charter agreement to be in writing for him to be bound, which never occurred. All versions of the draft bareboat charter agreement included signature blocks for the parties and an integration clause which stated that the written agreement "constitutes the entire agreement between the parties concerning this Agreement and supersedes all prior agreements, written or verbal understanding or agreements, and, this Agreement is the sole agreement between the parties as to the charter of the Vessel." D & S Marine Transportation was aware that a writing was required and that the integration clause was included. Therefore, any reliance on oral representations or other actions was unreasonable. S & K's Rule 52(c) motion is GRANTED as to D & S Marine Transportation's detrimental reliance claim, and that claim is DISMISSED WITH PREJUDICE.
Strafuss argues that D & S Marine cannot sustain a claim against him for intentional interference with a contract because there was no contract.
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Because the court has found that no contract was formed, D & S Marine Transportation does not have a claim against Strafuss for tortious interference with a contract. Therefore, Strafuss' Rule 52(c) motion for judgment on partial findings is GRANTED as to this claim, and it is DISMISSED WITH PREJUDICE.
The court concludes that S & K Marine did not have the capacity to contract on October 16, 2013, the date by which D & S Marine Transportation claims that a bareboat charter agreement was confected, and that S & K Marine did not confirm or ratify the alleged oral contract after it was formed. Also, D & S Marine Transportation's reliance on any actions made by Klotz or Strafuss was unreasonable because all drafts of the bareboat charter agreement indicated that a writing was required and that it was the only agreement between the parties. Further, because there was no contract, Strafuss cannot be held liable for tortious interference with a contract. Therefore,
