Michael Stampley v. Altom Transport, Inc. ( 2020 )

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 19-3154
MICHAEL STAMPLEY,
Plaintiff-Appellant,
v.
ALTOM TRANSPORT, INC.,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 14-cv-03747 — Manish S. Shah, Judge.
____________________
SUBMITTED APRIL 9, 2020 ∗ — DECIDED MAY 1, 2020
____________________
Before BAUER, FLAUM, and KANNE, Circuit Judges.
FLAUM, Circuit Judge. This case demonstrates the wisdom
of the old Russian proverb popularized by President Reagan:
“Trust, but verify.” Michael Stampley, the owner-operator of
a tractor-trailer, provided hauling services for Altom
∗ We have elected to decide this appeal without oral argument as the
briefs and record adequately present the facts and legal arguments. See
Fed. R. App. P. 34(a)(2)(C).
2 No. 19-3154
Transport, Inc. Altom agreed to pay Stampley 70% of the
“gross” revenues that it collected for each load he hauled. Al-
tom also agreed to give Stampley a copy of the “rated freight
bill” or a “computer-generated document with the same in-
formation” to prove that it had properly paid Stampley for
each load. Importantly, the contract granted Stampley the
right to examine any underlying documents used to create a
computer-generated document. Regardless of whether
Stampley exercised that right, however, the contract required
him to bring any dispute regarding his pay within thirty days.
Several years after he hauled his last load for Altom,
Stampley filed a putative class action lawsuit alleging that Al-
tom had shortchanged him and similarly situated drivers by
not paying them a portion of the gross revenues it had col-
lected on their loads. The district court eventually certified a
class and held that Altom’s withholdings had indeed violated
the terms of the contract. However, concerned that the provi-
sion requiring all contests to his pay be made within thirty
days would bar his claim, Stampley moved for summary
judgment on that issue before the class received notice.
The district court subsequently denied Stampley’s motion
for summary judgment and granted Altom’s motion to decer-
tify the class. It also later granted Altom’s motion for sum-
mary judgment and held that Stampley’s individual claims
were barred. Stampley now appeals both the district court’s
decertification order and the entry of summary judgment for
Altom. For the reasons explained below, we affirm.
No. 19-3154 3
I. Background
Stampley owns and operates his own semi-tractor. Altom
is an interstate motor carrier that leased Stampley’s equip-
ment and services during two separate periods, most recently
from September 2012 to March 2014. The Motor Carrier Act of
1980, Pub. L. No. 96-296, 94 Stat. 793, and the regulations
promulgated thereunder govern the relationship between
owner-operators like Stampley and carriers such as Altom.
Those rules required that the agreement between Stampley
and Altom contain certain terms.
For example, 49 C.F.R. § 376.12(d) compels contracts be-
tween parties like Altom and Stampley to specify exactly how
owner-operators like Stampley are to be paid. Specifically, the
regulation directs:
[t]he amount to be paid by the authorized car-
rier for equipment and driver’s services shall be
clearly stated on the face of the lease or in an ad-
dendum which is attached to the lease. … The
amount to be paid may be expressed as a per-
centage of gross revenue, a flat rate per mile, a
variable rate depending on the direction trav-
eled or the type of commodity transported, or
by any other method of compensation mutually
agreed upon by the parties to the lease….
Id.
Likewise, to allow drivers like Stampley to verify they re-
ceived the right pay, § 376.12(g) (“the Truth-in-Leasing regu-
lations” or “TIL”) requires carriers like Altom to supply driv-
ers “a copy of the rated freight bill, or, in the case of contract
carriers, any other form of documentation actually used for a
4 No. 19-3154
shipment containing the same information that would appear
on a rated freight bill.” Id. § 376.12(g). The TIL also demand
that drivers be permitted:
to examine copies of the carrier’s tariff or, in the
case of contract carriers, other documents from
which rates and charges are computed, pro-
vided that where rates and charges are com-
puted from a contract of a contract carrier, only
those portions of the contract containing the
same information that would appear on a rated
freight bill need be disclosed.
Id.
In light of these requirements, the parties’ contract guar-
anteed that Stampley would be paid 70% of gross revenues.
The contract also included the following provision, as re-
quired by the TIL:
In order that [Stampley] may verify the accu-
racy of all payments made pursuant to this
Agreement, where payment is predicated upon
a percentage of gross revenues, ALTOM
TRANSPORT shall present [Stampley] with
copies of rated freight bills, or a computer-gen-
erated document containing all of the same in-
formation, for all shipments transported in or
with Equipment leased pursuant to this Agree-
ment. [Stampley] shall have the right to examine
copies of ALTOM TRANSPORT’s tariffs or rate
schedules at ALTOM TRANSPORT’s home of-
fice during reasonable business hours. In those
No. 19-3154 5
circumstances when [Stampley] is given a com-
puter-generated document rather than a copy of
a freight bill, [Stampley] shall have the right to
examine the source document(s) from which
such computer-generated information was
compiled, under the same conditions. However,
ALTOM TRANSPORT shall have the right to
block out or obliterate all references on such
freight bills, source document(s), tariffs and rate
schedules as to the identity of customers, ship-
pers and consignees. [Stampley] shall have
thirty (30) days from receipt to contest, in writ-
ing, the information contained on any rated
freight bill or computer-generated document.
Following this thirty (30) day period,
[Stampley] shall waive all rights to contest the
validity or accuracy of any/all payments made
pursuant to this Section 9.
Altom elected to equip Stampley with computer-gener-
ated documents, rather than copies of rated freight bills, for
the entire period of the contract. None of the documentation,
however, contained information regarding the tank washes
that Altom charged its clients for. 1 Likewise, the revenue from
these tank washes was not included in the “gross” revenues
of which Stampley was entitled to receive 70%. Importantly,
however, Stampley never contested any of his pay within
thirty days of receiving the computer-generated documents
associated with each payment. Nonetheless, when he later
1A tanker-trailer carried all the loads that Stampley drove for Altom,
which often must be washed before used to carry another load.
6 No. 19-3154
discovered Altom’s omissions, Stampley filed this putative
class action seeking to recover the additional pay.
At the same time he filed his complaint, Stampley moved
for class certification. Altom answered, denying the material
grounds for liability and asserting its own counterclaim.
Stampley answered Altom’s counterclaim and moved for
summary judgment on the same claim a week later. Stampley
also filed a memorandum and multiple exhibits in support of
his motion to certify a class at that time.
Several months later, Stampley filed a “renewed” motion
for class certification that was identical in all material respects
to the first. In view of that filing, the district court dismissed
the first motion for class certification as moot. The case trans-
ferred from Judge Bucklo to Judge Shah less than a week later.
Judge Shah subsequently entered a minute order that, among
other things, (1) ordered Stampley not to file any further class
certification motions and (2) set a consolidated briefing sched-
ule for the pending renewed motion for class certification and
motion for summary judgment. The case then proceeded into
fact discovery.
Shortly thereafter, Stampley moved to amend and limit
the class definition to those owner-operators who hauled
shipments “for which Altom collected payment for tank
washes.” He explained that the tank wash amounts “ma[de]
up the overwhelming common issue to the class.” The court
took this motion under advisement along with the two other
pending motions, all of which it resolved in September 2015.
While it denied Stampley’s motion for summary judgment
on Altom’s counterclaim, the district court granted the motion
to certify the class in part, certifying the following class:
No. 19-3154 7
All equipment owner-operators in the United
States who, during the period June 15, 2010 to
the present, had or have owner-operator agree-
ments that identify Altom Transport, Inc. as the
carrier, hauled shipments pursuant to such
agreements for which Altom collected payment
for tank washes, and who did not object within
30 days of payment for such hauls to the exclu-
sion of the tank-wash funds from “gross.”
This remained the class definition until the court decertified
the class in February 2018.
After Altom unsuccessfully moved for summary judg-
ment on the grounds that “gross” excluded any money Altom
received from tank-wash charges, it moved to decertify the
class, arguing that given the question of whether “gross” in-
cluded tank washes had been decided in Stampley’s favor,
common issues no longer predominated in the case. All that
was left, according to Altom, were individual determinations
as to why each class member had not given notice during the
required thirty-day period. Amid briefing on that motion,
Stampley filed another motion for summary judgment assert-
ing that the 30-day notice period did not apply at all. Altom
responded by noting that Stampley’s motion violated the rule
against one-way intervention. Stampley subsequently moved
to stay the briefing until after the class had received notice;
however, the court denied the motion.
In February 2018, the court denied Stampley’s motion for
summary judgment and granted Altom’s motion to decertify
the class. After a motion for reconsideration and an attempt to
substitute a new class representative failed, Altom moved for
8 No. 19-3154
summary judgment on Stampley’s individual claims. The dis-
trict court granted that motion, denied a putative class mem-
ber’s motion to intervene, entered judgment in Altom’s favor,
and dismissed Altom’s counterclaim for lack of supplemental
jurisdiction. Stampley now appeals, arguing that the district
court abused its discretion by decertifying the class, and erred
in granting Altom’s motion for summary judgment.
II. Discussion
As an initial matter, we review a district court’s grant of a
motion for summary judgment de novo, interpreting all facts
and drawing all reasonable inferences in favor of the nonmov-
ing party. O’Brien v. Caterpillar Inc., 900 F.3d 923, 928 (7th Cir.
2018). Regarding decisions to certify or decertify a class, we
review them for an abuse of discretion. See Payton v. Cty. of
Carroll, 473 F.3d 845, 847 (7th Cir. 2007). Such an abuse may
occur “when a district court commits legal error or makes
clearly erroneous factual findings.” Bell v. PNC Bank, Nat’l
Ass’n, 800 F.3d 360, 373 (7th Cir. 2015). “Our review is defer-
ential, but exacting: ‘A class may only be certified if the trial
court is satisfied, after a rigorous analysis, that the prerequi-
sites’ for class certification have been met.” Id. (quoting CE
Design, Ltd. v. King Architectural Metals, Inc., 637 F.3d 721, 723
(7th Cir. 2011)).
Decertification
Although Altom moved to decertify the class on a host of
grounds, the district court elected to grant the motion only on
the basis that Stampley was an inadequate class representa-
tive. Thus, we turn our attention to that question.
It is well-established that a district court must find that
“the representative parties will fairly and adequately protect
No. 19-3154 9
the interests of the class” before it may allow a case to pro-
ceed. Fed. R. Civ. P. 23(a). “A named plaintiff who has serious
credibility problems or who is likely to devote too much at-
tention to rebutting an individual defense may not be an ade-
quate class representative.” CE Design Ltd., 637 F.3d at 726.
Here, the district court focused on Stampley’s decision to
move for summary judgment on whether the contract’s 30-
day dispute period barred his claim. The district court first
noted, correctly, that Stampley’s decision to do so before no-
tice had gone out to the class raised the specter that the class
would have to be decertified pursuant to the rule of one-way
intervention. See, e.g., Costello v. BeavEx, Inc., 810 F.3d 1045,
1058 (7th Cir. 2016) (urging “plaintiffs to exercise caution
when seeking a ruling on the merits of an individual plain-
tiff's claim before the district court has ruled on class certifica-
tion”). The district judge then explained that, given those pos-
sible repercussions, he understood the motion as an attempt
to expand the class by procuring a ruling that drivers like
Stampley, who admitted that he had never attempted to con-
test his payments, did not in fact have to contest the payments
within thirty days to proceed with the suit. 2 Considering that
fact, the court determined that Stampley no longer had any
interest in representing the class as certified.
We cannot conclude that the representation finding was an
abuse of discretion. The record shows that Stampley clearly
focused on protecting his own claim against a contractual de-
fense, rather than representing the class as constituted. In-
2 This was also supported by a discussion on the record at a status
hearing.
10 No. 19-3154
deed, the record consistently supports the district court’s un-
derstanding that the motion for summary judgment prior to
class notice was an attempt to moot the need for that notice,
taking into account that the class would be amended and ex-
panded if Stampley had been successful. Thus, the district
court did not abuse its discretion in finding Stampley an in-
adequate class representative and decertifying the class. With
that, we turn to the substance of Stampley’s summary judg-
ment motion.
Summary Judgement
Although Stampley made multiple arguments before the
district court as to why the 30-day dispute period did not bar
his claim, the only question on appeal is whether or not the
contract required Stampley to challenge his payments within
thirty days of receiving them, even if the documents he re-
ceived did not include all the information they were supposed
to. The district court ruled that his failure to do so barred his
claims. 3 We agree.
“[T]he interpretation of an established written contract is
generally a question of law for the court ….” Int’l Prod. Spe-
cialists, Inc. v. Schwing Am., Inc., 580 F.3d 587, 594 (7th Cir.
2009). And we must interpret the contract according to the
law of the state in which the contract was formed. See Bourke
v. Dun & Bradstreet Corp., 159 F.3d 1032, 1036 (7th Cir. 1998).
Here, there is no dispute that Illinois law therefore controls.
In Illinois, “[t]he primary objective in construing a contract
is to give effect to the intent to the parties.” Gallagher v. Lenart,
3Stampley does not dispute that if his contractual claim is barred, his
other claims are also barred given they derive from the contract.
No. 19-3154 11
874 N.E.2d 43, 58 (Ill. 2007). We “must initially look to the lan-
guage of a contract alone, as the language, given its plain and
ordinary meaning, is the best indication of the parties’ intent.”
Id. Similarly, “a contract must be construed as a whole, view-
ing each part in light of the others.” Id.
In any contractual dispute, “the threshold inquiry is
whether the contract is ambiguous.” Bourke, 159 F.3d at 1036
(citing Ford v. Dovenmuehle Mortg. Inc., 651 N.E.2d 751, 755 (Ill.
1995)). “A contract will be considered ambiguous if it is capa-
ble of being understood in more sense than one.” Farm Credit
Bank of St. Louis v. Whitlock, 581 N.E.2d 664, 667 (Ill. 1991).
“However, a contract is not rendered ambiguous merely be-
cause the parties disagree on its meaning.” Thompson v. Gor-
don, 948 N.E.2d 39, 48 (Ill. 2011). Importantly, we must resolve
any ambiguity in a contract against the drafter—here, Altom.
See Dowd & Dowd, Ltd. v. Gleason, 693 N.E.2d 358, 368 (Ill.
1998). But we cannot read a contract provision into a nullity.
See Thompson, 948 N.E.2d at 47 (“A court will not interpret a
contract in a manner that would nullify or render provisions
meaningless, or in a way that is contrary to the plain and ob-
vious meaning of the language used.”). We now address the
parties’ contract.
Within 15 days of Stampley’s submission of the necessary
documents, Altom was “to settle with [Stampley] with respect
to services provided under this Agreement.” To ensure that
Stampley could verify the accuracy of all payments to him—
and as required by the TIL, see 49 C.F.R. § 376.12(g)—the con-
tract contained a provision (“the Inspection Clause”) that
specified:
where payment is predicated upon a percentage
of gross revenues, ALTOM TRANSPORT shall
12 No. 19-3154
present [Stampley] with copies of rated freight
bills, or a computer-generated document con-
taining all of the same information, for all ship-
ments transported in or with Equipment leased
pursuant to this Agreement. … In those circum-
stances when [Stampley] is given a computer-
generated document rather than a copy of a
freight bill, [Stampley] shall have the right to ex-
amine the source document(s) from which such
computer-generated information was compiled
[at ALTOM TRANSPORT’s home office during
reasonable business hours.]
That said, the contract also contained a provision (the “30-
Day Clause”) that put a limit on Stampley’s ability to contest
any payment made to him:
[Stampley] shall have thirty (30) days from re-
ceipt to contest, in writing, the information con-
tained on any rated freight bill or computer-
generated document. Following this (30) day
period, [Stampley] shall waive all rights to con-
test the validity or accuracy of any/all payments
made pursuant to Section 9.
Stampley only ever received computer-generated docu-
ments with his pay and never disputed or requested to view
the source documents within thirty days. Thus, Stampley may
only proceed with his claim if the 30-Day Clause does not ap-
ply to bar his claim.
Unlike as he did below, Stampley does not argue that the
30-Day Clause is unconscionable and therefore void on public
policy grounds. Rather, he argues only that, because of the
No. 19-3154 13
context of the contract’s language and the TIL under whose
shadow it was bargained, the 30-Day Clause cannot apply,
seeing that Altom did not deliver a computer-generated doc-
ument “containing all of the same information” as the rated
freight bill, i.e. they omitted the tank wash charges Altom col-
lected.
At first glance, there appear to be two different ways to
read the contract. The first way, which Stampley champions,
reads the 30-Day Clause to mean that the 30-day dispute pe-
riod only begins once Altom furnishes Stampley with the
rated freight bill or a computer-generated document contain-
ing exactly the same information as the rated freight bill sub-
mitted to Altom’s client, with a few specific exceptions. With
respect to the specific language of the contract, it would have
us add “containing all the same information” after “docu-
ment” in the 30-Day Clause. By contrast, the view advanced
by Altom and adopted by the district court reads the 30-Day
Clause as beginning to run as soon as Stampley receives any
“rated freight bill” or any “computer-generated document,”
regardless of whether or not the computer-generated docu-
ment reflects exactly the same information as the rated freight
bill.
Stampley urges us to pick the first, contending that his
reading is consistent with the rest of the contract, as well as
the TIL. The problem with Stampley’s view is that it would
essentially eviscerate the 30-Day Clause. Under Stampley’s
approach, even the slightest change from the rated freight
14 No. 19-3154
bill 4 to the computer-generated document—even a scrivener’s
error—would leave the 30-Day Clause inapplicable and allow
Stampley to challenge his pay at any time.
We cannot analyze a contract to annul any part of it, so we
must read the 30-Day Clause such that the 30-day period be-
gan to run as soon as Stampley received any computer-gener-
ated document purporting to have the same information as
the rated freight bill would have. Indeed, the plain language
of the 30-Day Clause calls for the same result. It states that it
applies to “any/all payments made pursuant to Section 9,”
necessarily including those paid in conjunction with
Stampley’s receipt of a computer-generated document that
lacked the same information as the rated freight bill.
This result allies with our recent decision in Mervyn v. At-
las Van Lines, Inc., which held that a similar clause—“Financial
entries made by Ace on payment documents shall be conclu-
sively presumed correct if not disputed by Mervyn within 30
days after distribution”—barred the driver from later disput-
ing his payments, despite his contention that they contained
inaccurate information. 882 F.3d 680, 684–85 (7th Cir. 2018)
(brackets omitted). We agree with the district court that “the
parties bargained for a limited window of time to have pay-
ment disputes and [Stampley] was bound to that bargain” re-
gardless of whether the computer-generated document
Stampley received contained all the information within the
rated freight bill. Stampley’s counterarguments are unpersua-
sive.
4“Rated freight bill” is a term that neither the contract nor TIL ever
defines but appears to be colloquially understood as referring to the total
invoice submitted to Altom’s customers.
No. 19-3154 15
First, Altom’s provision of an insufficient computer-gener-
ated document neither prevented Stampley from exercising
his right under the Inspection Clause to examine the underly-
ing documents, nor from challenging his payments. The In-
spection Clause allowed Stampley to ensure that his pay-
ments included 70% of all the charges Altom collected for
each load, not just 70% of what Altom claimed he was entitled
to collect from. Indeed, that aligns with the goal of the Truth-
in-Leasing regulations, which were enacted “to promote the
stability and economic welfare of the independent trucker
segment of the motor carrier industry, and to eliminate or re-
duce opportunities for skimming and other illegal practices.”
Lease and Interchange of Vehicles, 43 Fed. Reg. 29,812 (July
11, 1978).
Thus, although Altom certainly had an obligation to pro-
vide Stampley with an appropriate computer-generated doc-
ument, Stampley had the ability to verify that document and
the obligation to raise any disputes to his pay within thirty
days. Stampley could therefore either simply trust the docu-
ments he received or inspect the underlying documents to ver-
ify they were correct. The record and his argument on appeal
demonstrates that Stampley knew the tank washes were tak-
ing place, and consequently could have verified whether they
were included in his pay by reviewing the underlying docu-
ments as he was entitled to. At that point, he could have chal-
lenged their exclusion, so long as he did so within thirty days
of each payment. 5 By choosing simply to trust the documents
5But, as we suggest infra, if those underlying documents were fabri-
cated or altered to mislead Stampley, that would likely significantly
change our analysis. Nothing in the record before us, however, indicates
fraud here.
16 No. 19-3154
he received, and not to verify them, or to challenge the exclu-
sion of tank wash funds from his payments until long after
the 30-day period expired, Stampley has forfeited his oppor-
tunity to do so now.
Second, because Stampley admits that he never requested
the underlying documentation for any of the computer-gen-
erated documents he received, the hypothetical situation in
which Altom would have brought him the wrong documents
even if he had asked for them cannot save his claim. If Altom
had in fact given Stampley insufficient or altered documents
after he invoked his rights under the Inspection Clause, that
fraud could be grounds for excusing his failure to exercise his
right to challenge the payment within thirty days. But those
are not the facts here, and a hypothetical situation without
support in the record cannot save Stampley’s claim now.
Third, and finally, nothing in the Truth-in-Leasing regula-
tions militates a different result. As noted above, the TIL were
designed to reduce the power imbalance between interstate
carriers and owner-operators. While the contract appears to
be weighted heavily in Altom’s favor, it is not unconscionable.
The contract gave Stampley thirty days to contest any pay-
ment he received, and while that is not long, Stampley has
abandoned any argument that the period is unconscionable.
Similarly, nothing about the contract or Altom’s payments to
Stampley suggests that Altom was making a provisional pay-
ment to Stampley. Altom paid what it believed it owed
Stampley, without condition. Stampley then had 30 days to
check that payment was correct, and if he believed it was not,
to challenge it in writing. The fact that he later realized Altom
should have been paying him for the tank washes it charged
No. 19-3154 17
its customers for under the contract does not change our con-
clusion.
III. Conclusion
For the reasons stated above, we AFFIRM the district court’s
decertification order and entry of summary judgment for Al-
tom.