United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
E. JACKSON UNITED STATES DISTRICT JUDGE
matter is before the Court on the motion of defendant Davis
Transfer Company, Inc., for judgment on the pleadings,
pursuant to Fed.R.Civ.P. 12(c). Plaintiff has filed a
response in opposition and the issues are fully briefed.
Hogan Logistics is a freight broker and third-party logistics
company that provides nationwide shipping services for its
customers. Plaintiff contracts with freight carriers, such as
defendant Davis Transfer, to complete the actual transport of
its customers' goods. Complaint ¶¶ 9-10 [Doc. #
8]. Since 2009, plaintiff has had a transportation agreement
with nonparty Imperial Savannah, L.P., the parent company of
Imperial Sugar. Under this agreement, Imperial Sugar agreed
to exclusively utilize plaintiff to transport goods from its
Georgia facilities and plaintiff agreed to contract with
carriers to ship Imperial Sugar's goods. Id.
Davis Transfer is an independent freight carrier based in
Georgia. Id. at ¶ 10. On October 1, 2013, the
parties executed a broker-carrier agreement, pursuant to
which defendant agreed to ship freight for plaintiff's
customers. Id. at ¶¶ 16-18.
Defendant's primary responsibility under the agreement
was to transfer freight from two Imperial Sugar facilities in
Georgia to destinations throughout the southeastern United
States. Id. at ¶ 19. The agreement had a
one-year term which automatically renewed on October 1, 2014
and October 1, 2015. Id. at ¶¶ 24-25.
parties' agreement included the following provision:
10. TRAFFIC SOLICITATION
During the term of this Agreement and for a period of 12
months after termination or expiration, Carrier [Davis
Transfer] shall not solicit or accept traffic from any
Customer where (1) the availability of such traffic or such
Customer first became known to Carrier as a result of
Broker's [Hogan Logistics] efforts, or (2) where such
traffic or such Customer was first tendered, directly or
indirectly, to the Carrier by Broker. . . . The term
“Customer” specifically includes, without
limitation, Imperial Sugar.
Agreement (Agreement) ¶ 10 [Doc. # 10 p. 4]. Under the
contract, the defendant's breach of the
“back-solicitation” provision entitles plaintiff
to a 20% commission on all “involved traffic”
carried by defendant for a twelve-month period. Id.
November 2015, plaintiff contacted defendant regarding
Imperial Sugar's freight needs for 2016. When defendant
stated that it intended to raise its rates on most shipping
routes, plaintiff replied that defendant's rates were
already 10 to 12 percent higher than the market rate.
Plaintiff stated that it would stop using defendant to ship
Imperial Sugar's freight if the rates increased.
Defendant ultimately agreed not to raise its prices and
plaintiff used defendant to carry Imperial Sugar's
freight in early 2016. [Doc. # 8 at ¶¶ 26-28]. In
May 2016, Imperial Sugar stopped using plaintiff to broker
regional shipments. Plaintiff subsequently learned that
defendant had approached Imperial Sugar and worked out its
own deal to provide shipping services to Imperial Sugar.
Id. at ¶¶ 28-32.
filed suit in state court, asserting claims of breach of
contract, breach of the duty of good faith and fair dealing,
and tortious interference. After removing the action to this
Court, defendant filed its answer and now moves for judgment
on the pleadings.
same standard of review applies to motions under Federal
Rules of Civil Procedure 12(c) and 12(b)(6). Ashley Cty.,
Ark. v. Pfizer, Inc., 552 F.3d 659, 665 (8th Cir. 2009).
Thus, the factual allegations of a complaint are assumed true
and construed in favor of the plaintiff, “even if it
strikes a savvy judge that actual proof of those facts is
improbable.” Bell Atlantic Corp. v. Twombly,
550 U.S. 544, 556 (2007) (citing Swierkiewicz v. Sorema
N.A., 534 U.S. 506, 508 n.1 (2002)); Neitzke v.
Williams, 490 U.S. 319, 327 (1989) (“Rule 12(b)(6)
does not countenance . . . dismissals based on a judge's
disbelief of a complaint's factual allegations.”);
Scheuer v. Rhodes, 416 U.S. 232, 236 (1974) (stating
that a well-pleaded complaint may proceed even if it appears
“that a recovery is very remote and unlikely”).
The issue is not whether the plaintiff will ultimately
prevail, but whether the plaintiff is entitled to present
evidence in support of his claim. Scheuer, 416 U.S.
at 236. A viable complaint must include “enough facts
to state a claim to relief that is plausible on its
face.” Twombly, 550 U.S. at 570; see
id. at 563 (stating that the “no set of
facts” language in Conley v. Gibson, 355 U.S.
41, 45-46 (1957), “has earned its retirement”);
see also Ashcroft v. Iqbal, 556 U.S. 662, 678-84
(2009) (holding that the pleading standard set forth in
Twombly applies to all civil actions).
“Factual allegations must be enough to raise a right to
relief above the speculative level.” Twombly,
550 U.S. at 555.
does not consider matters outside the pleadings under Rule
12(c). Fed.R.Civ.P. 12(d); Porous Media Corp. v. Pall
Corp., 186 F.3d 1077, 1079 (8th Cir. 1999) (citations
omitted). It may, however, consider matters of public
records, materials that do not contradict the complaint,
exhibits attached to the pleadings, and materials necessarily
embraced by the complaint. Mills v. City of Grand
Forks, 614 F.3d 495, 498 (8th Cir. 2010). Defendant has
provided a ...