Chavis Van & Storage of Myrtle Beach, Inc., Plaintiff - Appellant Bruton Properties, LLC, Plaintiff
United Van Lines, LLC; Transportation Services Group, Inc.; Unigroup, Inc., Defendants - Appellees
Submitted, January 14, 2015
Appeal from United States District Court for the Eastern District of Missouri - St. Louis.
For Chavis Van & Storage of Myrtle Beach, Inc., Plaintiff - Appellant: Todd H. Bartels, Sharon Kennedy, Polsinelli, PC, Saint Joseph, MO; Jon R. Dedon, William E. Quirk, Polsinelli, PC, Kansas City, MO; James Martin, Edwin H. Smith, Polsinelli, PC, Saint Louis, MO.
For United Van Lines, LLC, Transportation Services Group, Inc., Unigroup, Inc., Defendants - Appellees: Brian Lamping, Michael Joseph Morris, Sharon Rosenberg, Thompson & Coburn, Saint Louis, MO.
Before SMITH, BENTON, and SHEPHERD, Circuit Judges.
SMITH, Circuit Judge.
Chavis Van & Storage of Myrtle Beach, Inc. (" Chavis" ) appeals from the district court's adverse grant of summary judgment on its breach-of-contract claim against United Van Lines, LLC.; Transportation Services Group, Inc.; and UniGroup, Inc. (collectively, " United" ). Chavis also appeals the district court's denial of its motion to compel certain discovery requests. After reviewing the record de novo, we hold that the district court properly granted summary judgment to United. We also hold that the district court did not abuse its discretion in denying the motion to compel. Accordingly, we affirm.
United operates a nationwide household goods moving network with over 400 independently owned and operated agents, each of which has entered into a separate agency agreement with United. Since 1993, Chavis has been a full-service United agent. The parties' relationship is governed by an Agency Agreement dated September 10, 2007. The Agency Agreement identifies Chavis as the " Agent" and United as the " Carrier." United, as " the Carrier . . . appoint[ed] [Chavis,] the Agent[,] . . . as its non-exclusive agent solely for the purposes" delineated in the agreement, subject to the terms and conditions set forth in the agreement. The Agency Agreement requires Chavis to comply with all carrier policies, defined as
such rules, regulations, procedures, and directives issued by the Carrier [United] or directives and decisions of the Carrier's [United's] Board of Directors, whether now existing or as may be issued or amended from time to time during the term of this Agreement, all of which are or shall be adopted and incorporated herein by reference.
Section 3 of the Agency Agreement outlines " [t]he duties of the Agent [Chavis],"  which provides in relevant part:
P. To appoint an origin or destination agent when the Agent [Chavis] is at a point other than point of origin or destination and the Agent [Chavis] is not prepared to perform the necessary origin Transportation Services . . . for a shipper; and the Agent [Chavis] agrees the Carrier [United] will divide the appropriate compensation in accordance with Carrier Policies.
Q. To appoint an agent of the Carrier [United] as origin agent when the Agent [Chavis] secures an order involving a Shipment originating from the warehouse of an agent of the Carrier [United]; and the Agent [Chavis] agrees the Carrier [United] will divide the booking compensation in accordance with Carrier Policies.
In turn, United's duties, as the Carrier, includes, among other things,
compensat[ing] the Agent [Chavis] for Transportation Services rendered in accordance with Carrier Policies and the Pooling Plan, including paying to the Agent a commission on Shipments booked by the Agent [Chavis] or upon Shipments concerning which the Agent [Chavis] has performed Transportation Services, which are accepted and served by the Carrier [United] at rates established by Carrier Policies.
The Agency Agreement provides that Missouri law governs the agreement and concludes as follows:
R. This is the entire Agreement between the Carrier and the Agent and supercedes all previous agreements between the parties. No change in this Agreement shall be valid unless made in writing and signed by both parties. No failure to require strict performance or to exercise any right or remedy hereunder will preclude requiring strict performance or exercising any right or remedy in the future. Any notice required to be given by one party to the other will be effective hereunder when and only when placed in writing and delivered personally or deposited in the United States mail, certified, postage prepaid to the appropriate party.
Chavis filed suit against United for, among other things, breach of contract, alleging that United breached the Agency Agreement by unilaterally changing the roles that United agents play in servicing shipments. Specifically, Chavis alleged that United breached the Agency Agreement and longstanding policies incorporated into it by not assigning Chavis to certain roles in the chain of interstate shipments. According to Chavis, it should have been assigned the roles of origin agent and destination agent (1) based on its status as the " local" or " authorized" agent in the case of non-military shipments, i.e., its status as the agent closest to the original or destination address, and (2) based on its designation as the United agent " authorized" to service Shaw Air Force Base (" Shaw AFB" ) in South Carolina in the case of military shipments. Chavis alleged that these policies were initially contained in an Agency Manual provided to all United agents and in other written policies and documents.
United moved for summary judgment on the breach-of-contract claim, arguing that (1) the Agency Agreement did not incorporate the Agency Manual, and (2) the Agency Manual did not mandate or prohibit any conduct by United in any event. United attached a September 3, 1996 bulletin in support of summary judgment, which notified its carriers that " [t]he United Van Lines Agency Reference Manual (ARM) . . . replaces the former hard-copy Agency Manual." The district court found that the Agency Agreement " plainly provides that Chavis is a 'non-exclusive' agent and is not entitled to act as the sole agent servicing Shaw AFB as a mater of law." The district court also agreed with United that the Agency Manual was not part of the parties' contract based on the " undisputed fact that any hard copy policies pre-dating the bulletin date of September 3, 1996 were replaced by the online agency manual." Nevertheless, the court ordered Chavis to file a supplemental brief to
" identify specific carrier policies currently in existence that are allegedly being breached by United" based on Chavis's allegation that " United is violating current, existing policies and not just policies contained in the old written policy manual that has now been replaced."
In its supplemental briefing, Chavis argued that " [i]t is United's current existing policy that the authorized agent in a market is to be appointed as origin and destination agent." In support of this argument, Chavis relied on (1) three sections from " United Van Lines, LLC Policies, May 2005" (" 2005 Policies" ); (2) ¶ ¶ 3P and 3Q of the Agency Agreement; and (3) a 2009 resolution adopted (and subsequently rescinded) by the Board of Directors of UniGroup (" 2009 Rescinded Resolution" ).
Chavis also argued that " [f]or military shipments the United agent to be appointed as origin or destination agent is the local United agent authorized for that military installation." In support of this argument, Chavis relied on (1) three sections from the 2005 Policies; (2) United " Government 01-07" Bulletin issued on March 14, 2007 (" Government Bulletin" ); (3) The Wire: Important News for Mayflower and United Agents, dated April 24, 2009 (" Newsletter" ); and (4) United's Military Directory listing Chavis as the " Qualified Agent" for " Shaw AFB, SC" (" Military Directory" ).
After reviewing all of the cited documents, the district court granted summary judgment in United's favor. As to non-military shipments, the court concluded that " [e]ven if [the cited documents] were actual carrier policies, they do not give Chavis any rights to serve as exclusive origin and destination agent."
" To the extent Chavis continue[d] to assert that it is entitled to be the exclusive agent for military shipments to and from Shaw AFB," the court reiterated its prior " rul[ing] that this claim is precluded as a matter of law by the unambiguous language of the agency agreement." Additionally, it found that " the alleged carrier policies cited by Chavis in its supplemental brief do not support this contention or change [the court's] decision that any breach[-]of-[-]contract claim premised on this argument fails."
Finally, the court found the Agency Agreement " unambiguous" and noted its inclusion of an integration clause. As a result, the court determined that " the terms of the parties' agreement cannot b[e] varied by extrinsic evidence."
On appeal, Chavis argues that the district court erroneously granted summary judgment to United because a genuine issue of material fact exists as to whether United breached its own policies. According to Chavis, United's longstanding policies, incorporated by reference into the Agency Agreement, provide that Chavis is the only authorized agent for Shaw AFB and for its home market and that this status entitles Chavis to serve as the origin and destination agent in those markets. Chavis contends that because substantial evidence demonstrates that these longstanding policies remain in force, the district court erred in concluding United was entitled to summary judgment on Chavis's breach-of-contract claim. Additionally, Chavis argues that the district court erred in denying Chavis's motion to compel discovery.
A. Breach of Contract
" We review de novo the district court's grant of summary judgment to [United] on the breach[-]of[-]contract claim." Myers v. Richland Cnty., 429 F.3d 740, 750 (8th Cir. 2005) (citation omitted).
The Agency Agreement provides that it " shall be interpreted in accordance with the laws of the State of Missouri," and both parties agree that Missouri law governs the present dispute.
" Under Missouri law, '[a] breach of contract action includes the following essential elements: (1) the existence and terms of a contract; (2) that plaintiff performed or tendered performance pursuant to the contract; (3) breach of the contract by the defendant; and (4) damages suffered by the plaintiff.'" Smith Flooring, Inc. v. Pa. Lumbermens Mut. Ins. Co., 713 F.3d 933, 941 (8th Cir. 2013) (alteration in original) (quoting Keveney v. Mo. Military Acad., 304 S.W.3d 98, 104 (Mo. 2010) (en banc)). " 'Under Missouri law, summary judgment is appropriate [in a contract case] where the language of the contract is clear and unambiguous such that the meaning of the portion of the contract in issue is so apparent that it may be determined from the four corners of the document.'" Deal v. Consumer Programs, Inc., 470 F.3d 1225, 1229 (8th Cir. 2006) (alteration in original) (quoting Family Snacks of N.C., Inc. v. Prepared Prods. Co., 295 F.3d 864, 867 (8th Cir. 2002)). A court must enforce as written a contract that " 'uses plain and unequivocal language.'" Id. at 1230 (quoting Lake Cable, Inc. v. Trittler, 914 S.W.2d 431, 436 (Mo.Ct.App. 1996)).
" Whether a contract is ambiguous is a question of law." Lafarge N. Am., Inc. v. Discovery Grp. L.L.C., 574 F.3d 973, 979 (8th Cir. 2009) (citing Edgewater Health Care, Inc. v. Health Sys. Mgmt., Inc., 752 S.W.2d 860, 865 (Mo.Ct.App. 1988)). " To determine whether a contract is ambiguous, we consider the instrument as a whole, giving the words contained therein their ordinary meaning." Deal, 470 F.3d at 1229 (citing Young Dental Mfg. Co. v. Engineered Prods. Inc., 838 S.W.2d 154, 156 (Mo.Ct.App. 1992)). The parties may disagree about the contract's meaning without it being necessarily ambiguous. Id. (citing Sligo, Inc. v. Nevois, 84 F.3d 1014, 1019 (8th Cir. 1996)). " If the contract is unambiguous, then the intent of the parties is to be gathered from the contract alone, and 'any extrinsic or parol evidence as to the intent and meaning of the contract must be excluded from the court's review.'" Lafarge, 574 F.3d at 979 (quoting Vidacak v. Okla. Farmers Union Mut. Ins. Co., 274 S.W.3d 487, 490 (Mo.Ct.App. 2008); see also Smith Flooring, 713 F.3d at 938 (" [T]he parol evidence rule bars admission of extrinsic evidence to vary or contradict the terms of an unambiguous and completely integrated written agreement." (citation omitted)).
" Where a contract is ambiguous and unclear, however, 'a court may resort to extrinsic evidence to resolve an ambiguity.'" Lafarge, 574 F.3d at 979 (quoting Burrus v. HBE Corp., 211 S.W.3d 613, 616 (Mo.Ct.App. 2006)). An ambiguous contract is one that " 'is reasonably susceptible to different constructions.'" Id. (quoting Burrus, 211 S.W.3d at 616). " If a contract is ambiguous, 'then a question of fact arises as to the intent of the parties, and thus it is error to grant summary judgment.'" Id. (quoting Essex Dev., Inc. v. Cotton Custom Homes, L.L.C., 195 S.W.3d 532, 535 (Mo.Ct.App. 2006)).
1. Non-military Shipments
" Missouri law considers 'the existence and terms of a contract' to be essential elements of a breach-of-contract action." Smith Flooring, 713 F.3d at 938 (citing Keveney, 304 S.W.3d at 104). Thus, our first task is to determine which documents that Chavis identifies are United " policies" incorporated into the Agency Agreement. The Agency Agreement provides that " Carrier Policy(ies)," " whether now existing or as may be issued or
amended from time to time during the term of this Agreement, . . . are . . . incorporated ...