MEMORANDUM OPINION

WILLIAM D. QUARLES, JR., District Judge.

Dann Marine Towing LC ("Dann Marine") sued General Ship Repair Corp. ("GSR") in admiralty for negligence and other claims arising out of a fire on the tug Ivory Coast. ECF No. 1 Pending are the parties' cross-motions for partial summary judgment. ECF Nos. 32, 35. No hearing is necessary. Local Rule 105.6 (D.Md. 2014). For the following reasons, Dann Marine's motion for partial summary judgment will be granted, and GSR's motion for partial summary judgment will be denied.

I. Background1

Dann Marine owns several tugs, including the vessel Ivory Coast, and provides marine tug and towing services. ECF Nos. 32-2 at 2, 32-14 at 13. GSR provides ship repair services and had performed repairs on several of Dann Marine's vessels over the course of the 10 to 15 years before the incident that precipitated this suit. See id.; ECF No. 32-4 at 8-9.

Before October 2011, Dann Marine hired GSR to repair the Ivory Coast. See ECF No. 32-14 at 21-22. In an invoice dated September 30, 2011, GSR described the work and its charges for that work. ECF No. 32-2 at 8. One of the listed repairs was "to crop and renew the upper shear strake from the main deck edge 12 down the side shell in way of the engine room for [23] frame spaces." Id. at 9. When performing this repair, GSR agreed to "[p]rovide all necessary fire watch during all hot work." See id. At the top of the invoice, the document stated:

On October 4, 2011, GSR emailed the invoice to Dann Marine. ECF No. 35-4 at 1, 3-7. The referenced terms and conditions were not attached to the invoice. See id. However, GSR had used the same terms and conditions for many years, and they had been sent to Dann Marine several times when GSR had previously repaired Dann Marine's ships. See, e.g., ECF Nos. 32-10 at 2-3, 32-12 at 2-4, 35-1 at 65. GSR's terms and conditions contained several provisions purporting to limit or disclaim GSR's liability; one provision entirely disclaimed its liability for "damages or delays" and another provision limited its liability to $300,000 "[s]hould any provision of this contract exempting us from liability be declared or adjudged to be invalid." See ECF No. 32-11 at 6. Dann Marine did not sign the invoice or the terms and conditions for the Ivory Coast work, but GSR's President Charles Frederick Lynch, Jr. testified that Dann Marine often did not sign the contracts for work performed by GSR on its tugs. See ECF No. 35-1 at 64-65.

On October 5, 2011, the Ivory Coast was brought to GSR's shipyard for repair. See ECF No. 32-12 at 2. On October 10, 2011, GSR workers were using torches to cut out a portion of the Ivory Coast's hull and replace it with new welded steel, when the tug caught fire.2 See ECF No. 35-2 at 11-12, 63-64, 74-78. The Ivory Coast sustained extensive damage from the fire. See, e.g., ECF No. 32-4 at 12-14. On October 25, 2011, GSR emailed Dann Marine its terms and conditions for its work on the Ivory Coast. ECF No. 35-4 at 8-9.

On May 30, 2012, Dann Marine sued GSR in admiralty for: (1) breach of contract (count one); (2) breach of implied warranty of workmanlike performance (count two); (3) negligence (count three); (4) gross negligence (count four); and (5) breach of bailment (count five). ECF No. 1. On September 26, 2012, GSR answered, asserting as a defense, inter alia, that the terms and conditions of the parties' contract "expressly preclude plaintiff from any recovery of any damages ..., or in the alternative, limit [GSR's] liability to the amount of $300,000.00 of any actual damage suffered and proven at trial." ECF No. 14 ¶ 31.

On January 13 and 30, 2014, after discovery, the parties cross-moved for partial summary judgment on the enforceability of the exculpatory ("red letter") clause in GSR's terms and conditions which allegedly limits GSR's liability to $300,000.3 ECF Nos. 32, 35. GSR requested judgment that the clause was enforceable against Dann Marine, ECF No. 32; Darin Marine requested judgment that the clause was unenforceable, ECF No. 35. On February 18, 2014, GSR opposed Dann Marine's motion. ECF No. 36. On March 7, 2014, Dann Marine replied. ECF No. 37.

II. Analysis

A. Standard of Review

The Court "shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a).4 In considering the motion, the judge's function is "not ... to weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A dispute about a material fact is genuine "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. at 248, 106 S.Ct. 2505.

The Court must "view the evidence in the light most favorable to ... the nonmovant and draw all reasonable inferences in [its] favor," Dennis v. Columbia Colleton Med. Ctr., Inc., 290 F.3d 639, 645 (4th Cir.2002), but the Court must abide by the "affirmative obligation of the trial judge to prevent factually unsupported claims and defenses from proceeding to trial," Bouchat v. Balt. Ravens Football Club, Inc., 346 F.3d 514, 526 (4th Cir.2003) (citation and internal quotation marks omitted).

When cross-motions for summary judgment are filed, "each motion must be considered individually, and the facts relevant to each must be reviewed in the light most favorable to the nonmovant." Mellen, 327 F.3d at 363 (citing Rossignol v. Voorhaar, 316 F.3d 516, 523 (4th Cir.2003)).

B. Maritime Law

A contract to repair a ship is a maritime contract. Kossick v. United Fruit Co., 365 U.S. 731, 735, 81 S.Ct. 886, 890, 6 L.Ed.2d 56 (1961); Sea Land Indus., Inc. v. Gen. Ship Repair Corp., 530 F.Supp. 550, 556 (D.Md.1982). In an admiralty case, the court applies federal common law and can look to state law when federal maritime law is silent. See Ost-W.-Handel Bruno Bischoff GmbH v. Project Asia Line, Inc., 160 F.3d 170, 174 (4th Cir.1998); Wells v. Liddy, 186 F.3d 505, 524-25 (4th Cir.1999). State law may not be applied, however, when it conflicts with federal maritime law. See Wells, 186 F.3d at 525. Interpretation of a maritime contract's terms is a matter of law. See In re Fitzgerald Marine & Repair, Inc., 619 F.3d 851, 858 (8th Cir.2010).

In ship repair contracts,5 courts will enforce a red letter clause if it: (1) is "expressed freely," (2) is "entered into freely by parties of equal bargaining power,"6 and (3) does "not provide for a total absolution of liability." See MP Leasing Corp. v. Colonna's Shipyard, CIV.A. 2:07CV273, 2009 WL 2581575, at *7 (E.D.Va. May 8, 2009) (citing La Esperanza de P.R., Inc. v. Perez y Cia. de P.R., Inc., 124 F.3d 10, 19 (1st Cir.1997)); Alcoa S.S. Co. v. Charles Ferran & Co., 383 F.2d 46, 54-55 (5th Cir.1967).7 In admiralty cases, contractual language is construed "most strongly against the drafter," and ambiguous clauses are interpreted under maritime law, not state law. Edward Leasing, 785 F.2d at 888-89 (citing Navieros Oceanikos, S.A. v. S.T. Mobil Trader, 554 F.2d 43, 1977 A.M.C. 739, 745 (2nd Cir.1977) (internal quotations omitted)); MP Leasing, 2009 WL 2581575, at *7. To be enforceable, red letter clauses must be "clear and unequivocal" and clearly indicate the parties' intentions. Id.; Nathaniel Shipping, Inc. v. General Electric Co., 920 F.2d 1256 (5th Cir.1991).

Here, the red letter clause states:

ECF No. 35-4 at 9.

1. Dann Marine's Motion for Summary Judgment

GSR contends that the red letter clause — contained in the terms and conditions sent to Dann Marine after the fire — "was an enforceable component of [their] agreement," because in the ship repair industry it is common to send terms and conditions after the repair work is complete, and GSR had done several repair jobs in the past for Dann Marine under the same terms and conditions.8 See ECF No. 32 at 7. Dann Marine does not seriously dispute that it is bound by the terras and conditions;9 however, it argues that the red letter clause is unenforceable as a matter of law because it is not "clear and unequivocal." See ECF No. 35 at 10-12. GSR argues that the contract, viewed as a whole, and "Dann Marine's reasonable expectations and understanding," demonstrate that "the only logical interpretation of the contract is that Dann Marine agreed" to limit GSR's liability to $300,000. ECF No. 36 at 8. GSR also notes that GSR's printer erred in omitting the word "and" from the red letter clause, which "may have created a seeming ambiguity" in the clause's language. See id. at 8-9.

The plain language of the red letter clause limits its application to third party actions, by stating that it applies "with respect to or arising out of any one vessel in event of claim, suit or other action by third parties." ECF No. 35-4 at 9 (emphasis added). The instant suit is between the parties to the contract — GSR and Dann Marine — and is not a "third party" action; thus, it is outside the scope of the clause. Even if the clause could be considered "ambiguous," that ambiguity would prevent the clause from clearly and unequivocally limiting GSR's liability to Dann Marine.10 Accordingly, the red letter clause does not limit GSR's liability to Dann Marine.11 See MP Leasing, 2009 WL 2581575, at *8 (declining to limit defendant's liability for contractual consequential damages, because "[t]he portion of the red-letter clause Defendant relies on does not unambiguously or unequivocally establish that the consequential damages limitation applies to damages that arise out of breach of contract").

GSR contends that any interpretation of the red letter clause that would subject it "to unlimited liability in any claim by Dann Marine, and that only third parties would be subject to the $300,000 limitation" is "illogical" and against the parties' "reasonable expectations." See ECF No. 36 at 8. However, even if the provision does not make good business sense, the Court must enforce the parties' contract as-written, not the contract GSR wishes it had drafted. See Kevin Gros Marine, Inc. v. Quality Diesel Serv., Inc., CIV.A. 11-2340, 2012 WL 1946132, at *3 (E.D.La. May 30, 2012) ("A court may neither rewrite, under the guise of interpretation, a term of the contract when the term is clear and unambiguous, nor redraft a contract to accord with its instinct for the dispensation of equity upon the facts of a given case.") (quoting Young v. Merrill Lynch & Co., 658 F.3d 436, 448 (5th Cir.2011) (internal quotations omitted)).12 Moreover, contractual language, and any ambiguities therein, is construed against the drafter, GSR. See Commercial Union Ins. Co. v. Blue Water Yacht Club Ass'n, 239 F.Supp.2d 316, 322 (E.D.N.Y.2003) (refusing to enforce disclaimer of liability, because ambiguities are construed against the drafter, and defendant failed "to state plainly and precisely that its limit of liability extends to its own negligence"); Sea Land, 530 F.Supp. at 552-53, 567 (GSR's red letter clause did not limit its liability for its employee's failure to secure a land-based crane because clause by its terms only covered ship repair work and the clause "must be strictly construed against" the drafter, GSR).13 Finally, although GSR asserts that limiting liability for third party actions is "absurd" and against the parties' reasonable expectations, it also claims that the language it had intended to use for the red letter clause, if not for a "printer error," inserted the word "and" between the words "vessel" and "in." ECF No. 36 at 1, 8-9.14 This language would have encompassed Dann Marine's claims and claims by third parties, demonstrating that — even under GSR's preferred language — GSR seeks to limit its liability in the event of third party suits.15

Accordingly, because this suit is not within the scope of the red letter clause limiting GSR's liability to $300,000, it is inapplicable to this suit. Dann Marine's motion for partial summary judgment will be granted.

2. GSR's Motion for Summary Judgment

GSR contends that the red letter clause is enforceable and limits its potential liability to Dann Marine. See, e.g., ECF No. 36 at 4. It requests summary judgment limiting its liability, if any, to $300,000. See ECF No. 32 at 8. However, as discussed above, the red letter clause does not clearly and unequivocally limit GSR's liability to Dann Marine, the other party to the contract, only to third parties. See supra Section II.B.1. Accordingly, GSR's motion for partial summary judgment will be denied.

III. Conclusion

For the reasons stated above, Dann Marine's motion for partial summary judgment will be granted, and GSR's motion for partial summary judgment will be denied.