Celadon Trucking Services, Inc. v. Charles Wilmoth and Kent Vassey, on behalf of themselves and all others similarly situated ( 2017 )

FILED
Feb 07 2017, 10:22 am
CLERK
Indiana Supreme Court
Court of Appeals
and Tax Court
ATTORNEYS FOR APPELLANT ATTORNEYS FOR APPELLEES
Gregory M. Feary Irwin B. Levin
Braden K. Core Richard E. Shevitz
Christopher J. Eckhart Vess A. Miller
E. Ashley Paynter Lynn A. Toops
Scopelitis Garvin Light Hanson Cohen & Malad, LLP
& Feary, P.C. Indianapolis, Indiana
Indianapolis, Indiana
IN THE
COURT OF APPEALS OF INDIANA
Celadon Trucking Services, Inc., February 7, 2017
Appellant-Defendant, Court of Appeals Case No.
49A04-1512-PL-2104
v. Appeal from the Marion Superior
Court
Charles Wilmoth and Kent The Honorable Michael D. Keele,
Vassey, on behalf of themselves Judge
and all others similarly situated, Trial Court Cause No.
Appellees-Plaintiffs. 49D07-1310-PL-36806
Barnes, Judge.
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Case Summary
[1] Celadon Trucking Services, Inc. (“Celadon”) appeals the trial court’s judgment
in favor of Charles Wilmoth, Kent Vassey, and a class of similarly-situated
individuals (“the Class”) in the amount of $3,302,923.60 plus pre- and post-
judgment interest. We affirm.
Issues
[2] The restated issues before us are:
I. whether the trial court properly denied Celadon’s motion
for judgment on the pleadings; and
II. whether the trial court properly granted summary
judgment in favor of the Class members on their claim that
Celadon overcharged them for fuel purchases they made
using a Celadon-issued debit card.
Facts
[3] Celadon is a nationwide transportation company headquartered in Indianapolis
that provides trucking services to its customers. Celadon both directly employs
company drivers, who drive company-owned trucks, and independent
contractors, who drive their own trucks. The Class members are independent
contractor-truck owners-drivers. Employee drivers are not responsible for
expenses, such as fuel, incurred during the course of employment and must
refuel at locations Celadon designates. Independent contractors, such as the
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Class members, are responsible for such expenses, including fuel costs, but are
paid significantly more per mile than employee drivers.1
[4] To pay for fuel while on a job, employee drivers were given a “Comdata” card,
which functions like a consumer credit or debit card. App. p. 33. Additionally,
Celadon required its employee drivers to refuel at Pilot Flying J truck stops
whenever possible, in return for Pilot Flying J offering a substantial fuel cost
discount to Celadon. Whenever a Comdata card was swiped at a Pilot Flying J
fuel pump, the displayed price per gallon automatically would be reduced from
the posted “credit” price to the “cash” price, which typically is about six cents
per gallon less than the “credit” price. However, Celadon actually paid Pilot
Flying J less than the displayed “cash” price for transactions using the Comdata
card. The discounted price Pilot Flying J charged Celadon generally was
equivalent to Pilot Flying J’s cost minus eight cents per gallon. 2 Pilot Flying J
would send separate invoices to Celadon for fuel purchases made using
Comdata cards, which Celadon then paid at the discounted price.
[5] Celadon also provided Comdata cards to its independent contractors. When an
independent contractor would use a Comdata card at a Pilot Flying J, as with
employee drivers, the displayed price per gallon was reduced from the “credit”
to the “cash” price. Celadon then would deduct the amount of Comdata fuel
1
Wilmoth and Vassey stated that Celadon paid independent contractors ninety cents per mile, versus thirty
to thirty-four cents per mile to employees.
2
There was a greater discount for fuel purchased at a limited number of Pilot Flying J locations.
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purchases from an independent contractor’s total compensation before paying
them, using a calculation based on the fuel’s “cash” pump price. This amount
also was reflected on fuel receipts from Pilot Flying J to the drivers.3 However,
as with employees, Celadon actually paid Pilot Flying J much less than the
“cash” price for these Comdata purchases. Celadon paid Pilot Flying J the
same discounted cost-less-eight-cents per gallon, and Celadon retained the
difference when deducting the higher pump price from an independent
contractor’s compensation. Additionally, independent contractors could
choose to use the Comdata card at locations other than Pilot Flying J, though
Celadon imposed a higher fee for doing so— $7.50 versus $3.00 per
transaction—thus making it financially more attractive for the drivers to refuel
at Pilot Flying Js.
[6] The standard contract between Celadon and the Class members contained the
following provision regarding compensation:
5.05 Charges to Contractor. Contractor agrees that
Contractor’s compensation for services hereunder may be
withheld by Carrier [Celadon] for payment of, and Carrier may
set off against Contractor’s compensation for:
a) All charges and deductions authorized by Contractor
under this Agreement including, but not limited to, charges,
deductions and liabilities referred to in the following sections
hereof: 2.04, 3.02, 3.03, 4.01, 4.02, 4.04, 5.03, 6.02, 8.01, 8.02,
3
Celadon’s compensation to the independent contractors also sometimes included “fuel surcharges.” The
precise nature of these “surcharges” or what they were intended to compensate for is unclear from the record.
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8.03, 8.05, 8.06, 9.01, 9.03, 9.04, 10.01, 10.04 and 12.01;[4] or in
the Schedule of Compensation, or the option insurance program.
b) Any other charges or expenses incurred or paid by Carrier
on behalf of Contractor.
c) Advances and other extensions of credit by Carrier to
Contractor. . . .
Id. at 44. Section 9.02(c) of the contract stated that the contractors had “sole
and complete responsibility for . . . [p]aying all operating costs and expenses
incidental to the operation of the Equipment including, but not limited to fuel .
. . .” Id. at 46. Finally, a “Contractor Miscellaneous Fees Addendum”
provided in part:
1. Celadon will continue to advance monies to the
Contractor from time to time as requested by the Contractor and
approved by Celadon. However the fee charges to the
Contractor provided by Celadon for providing this service to the
Contractor shall be as follows:
A. $3.00 per advance if the Contractor purchases fuel
at a Celadon designated fuel location.
B. $7.50 per advance if the Contractor does not
purchase fuel at a Celadon designated location at the time
the advance is requested and paid.
4
None of these sections of the contract refer to fuel charges.
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Id. at 59. Comdata cards and their use were not explicitly governed or
mentioned anywhere in the standard independent contractor trucking contracts.
[7] Wilmoth and Vassey signed their contracts with Celadon after speaking with a
Celadon representative, Phil Harris. Before signing the contracts, Harris told
Wilmoth and Vassey that they would get the same discounts Celadon enjoyed
on fuel purchases. Wilmoth and Vassey later discovered that, in fact, Celadon
received a greater discount on fuel purchases at Pilot Flying Js than Celadon
was reflecting in their compensation.
[8] On October 1, 2013, Wilmoth and Vassey filed a complaint against Celadon
and requested that it be certified as a class action lawsuit. The complaint
sought to recover the difference between the amount Celadon deducted from
independent contractors’ compensation for fuel charges at Pilot Flying J’s and
the lower amount Celadon actually paid Pilot Flying J for that fuel. The
complaint had two counts: one for breach of contract, and a second for unjust
enrichment. Celadon filed an answer that contained individual counterclaims
against Wilmoth and Vassey for alleged breaches of contract unrelated to the
fuel purchasing issue, as well as a counterclaim request for attorney fees.
Celadon moved for judgment on the pleadings against Wilmoth and Vassey’s
claims, based on the content of the pleadings and the language of the standard
contract at issue. The trial court denied this motion. It subsequently granted
Wilmoth and Vassey’s request for class certification, defining the class as any
person or entity who entered into an independent contractor agreement with
Celadon between October 1, 2013, and January 31, 2014, and “whose
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compensation was withheld or charged back in some amount by Celadon for
diesel fuel purchased at a Pilot Flying J truck stop with a Comdata card issued
by Celadon.” Id. at 212. The trial court noted that, based on discovery
responses, the Class may contain up to 2,495 members.
[9] In October 2014, the parties filed cross-motions for summary judgment. The
Class sought summary judgment in its favor on its breach of contract claim and
against all of Celadon’s counterclaims. Celadon sought summary judgment
against both the breach of contract and unjust enrichment counts of the Class’s
complaint. In one order, the trial court granted summary judgment in the
Class’s favor on all of Celadon’s counterclaims; Celadon does not challenge
that ruling. In a separate order, the trial court granted summary judgment in
the Class’s favor on its breach of contract claim and denied Celadon’s summary
judgment motion as to both claims of the complaint. The trial court found that
the Class’s damages totaled $3,805,836 and that it was entitled to pre-judgment
interest as well. The trial court subsequently entered a Trial Rule 54(B) final
judgment order, but reduced the principal judgment amount to $3,302,923.60,
plus pre- and post-judgment interest. Celadon now appeals.
Analysis
[10] On appeal, Celadon challenges both the denial of its motion for judgment on
the pleadings and the granting of summary judgment in favor of the Class. We
first note general principles of contract interpretation applicable to both
motions. “The goal of contract interpretation is to determine the intent of the
parties when they made the agreement.” Tender Loving Care Mgmt., Inc. v. Sherls,
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14 N.E.3d 67, 72 (Ind. Ct. App. 2014). This court must examine the plain
language of the contract, read it in context and, whenever possible, construe it
so as to render every word, phrase, and term meaningful, unambiguous, and
harmonious with the whole. Id. Construction of the terms of a written contract
generally is a pure question of law. Id. If, however, a contract is ambiguous,
the parties may introduce extrinsic evidence of its meaning, and the
interpretation becomes a question of fact. Broadbent v. Fifth Third Bank, 59
N.E.3d 305, 311 (Ind. Ct. App. 2016), trans. denied. “A word or phrase is
ambiguous if reasonable people could differ as to its meaning.” Id. A term is
not ambiguous solely because the parties disagree about its meaning. Id.[11] If contract language is unambiguous, this court may not look to extrinsic
evidence to expand, vary, or explain the instrument but must determine the
parties’ intent from the four corners of the instrument. Tender Loving Care
Mgmt., 14 N.E.3d at 72. If the language is deemed ambiguous, the contract
terms must be construed to determine and give effect to the intent of the parties
when they entered into the contract. Id. “Courts may properly consider all
relevant evidence to resolve an ambiguity.” Id. “‘Extrinsic evidence is evidence
relating to a contract but not appearing on the face of the contract because it
comes from other sources, such as statements between the parties or the
circumstances surrounding the agreement.’” Id. (quoting CWE Concrete Const.,
Inc. v. First Nat’l Bank, 814 N.E.2d 720, 724 (Ind. Ct. App. 2004), trans. denied).
An ambiguous contract should be construed against the party who furnished
and drafted the agreement. Id.Court of Appeals of Indiana | Opinion 49A04-1512-PL-2104 | February 7, 2017 Page 8 of 20
I. Judgment on the Pleadings
[12] The standard of review for a ruling on a motion for judgment on the pleadings
under Indiana Trial Rule 12(C) is de novo. Consolidated Ins. Co. v. National
Water Servs., LLC, 994 N.E.2d 1192, 1196 (Ind. Ct. App. 2013), trans. denied. A
ruling on a Rule 12(C) motion must be based solely on the pleadings, as well as
any facts of which judicial notice may be taken, and courts must accept the
properly-pleaded material facts alleged in the complaint as true. Id. A motion
for judgment on the pleadings may be granted only if it is clear from the face of
the complaint that relief could not be granted to the plaintiff under any
circumstances. Id.[13] For purposes of a Rule 12(C) motion, the pleadings consist of the complaint
and answer, as well as any reply to a counterclaim, answer to a cross-claim,
third-party complaint, and answer to a third-party complaint. Id. “‘Pleadings’
also consist of any written instrument attached to a pleading, pursuant to Ind.
Trial Rule 9.2.” Id. “A copy of any written instrument which is an exhibit to a
pleading is a part thereof for all purposes.” Ind. Trial Rule 10(C).
[14] Here, because the Class’s action against Celadon was based at least in part upon
the terms of a written instrument—the standard contract between Celadon and
its independent contractor-truckers—the Class was required to attach a copy of
that contract to the complaint. See Eskew v. Cornett, 744 N.E.2d 954, 957 (Ind.
Ct. App. 2001) (citing Ind. T.R. 9.2(A)), trans. denied. We may look to both the
complaint and the attached contract for purposes of reviewing the trial court’s
ruling on the motion for judgment on the pleadings. Id. “However, where
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allegations of a pleading are inconsistent with terms of a written contract
attached as an exhibit, the terms of the contract, fairly construed, must prevail
over an averment differing therefrom.” Id. Also, a party moving for judgment
on the pleadings concedes only the accuracy of the factual allegations in an
adversary’s pleadings and does not admit assertions that constitute conclusions
of law. Id.[15] For purposes of a motion for judgment on the pleadings, it would appear
Celadon could only have been entitled to such a judgment if the contract at
issue is deemed unambiguous and its terms support Celadon’s position. That
is, if the contract were deemed ambiguous, the parties would or should have
been afforded the opportunity to present extrinsic evidence regarding the
contract’s interpretation. But, if the contract is unambiguous, it would be a
pure question of law as to its interpretation. We would look only to the four
corners of the instrument, and it would be an appropriate matter to resolve on a
motion for judgment on the pleadings.
[16] Celadon contends that the contract unambiguously provided that money
deducted from an independent contractor’s pay for use of the Comdata card
was an “advance,” for which Celadon only was required to reflect the at-the-
pump price at the time the purchase was made when making a deduction for
fuel purchase from an independent contractor’s compensation, not the lesser
amount paid to Pilot Flying J. By contrast, the Class asserts the accurate
measure of such deductions under the contract was the amount Celadon
actually paid to Pilot Flying J for the fuel purchases, not the at-the-pump price.
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[17] Before turning to our analysis, we note that both parties on appeal rely on parts
of the contract that they did not explicitly rely on in proceedings before the trial
court. Specifically, Celadon now refers to the Section 9.02(c) of the contract
and the contract “Addendum,” while the Class refers to Section 5.05(b) of the
contract. It is true that, “‘A party generally waives appellate review of an issue
or argument unless that party presented that issue or argument before the trial
court.’” L.H. Controls Inc. v. Custom Conveyor, Inc., 974 N.E.2d 1031, 1042 (Ind.
Ct. App. 2012) (quoting Dedelow v. Pucalik, 801 N.E.2d 178, 183 (Ind. Ct. App.
2003)). However, “[t]he appellate waiver rule for failing to make arguments to
the trial court does not preclude a party from expanding upon arguments made
to the trial court and presenting additional authorities to the appellate court . . .
.” Id. at 1042-43. The waiver rule does not mean that parties may not take any
new position or that no new arguments may be adduced; it only means that
independent substantive questions not within the issues or not presented to the
trial court cannot be made for the first time on appeal. Dedelow, 801 N.E.2d at
183-84 (quoting Bielat v. Folta, 141 Ind. App. 452, 454, 229 N.E.2d 474, 475
(1967)).
[18] We believe that the parties’ “new” arguments on appeal invoking different
contractual provisions than they did before the trial court are merely expansions
upon their earlier arguments. Additionally, this court is reviewing the
interpretation of a contract and the denial of a motion for judgment on the
pleadings and a granting of summary judgment, which are questions of law to
be reviewed de novo. Also, general rules of contract interpretation require us to
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consider the contract as whole. We are not limited in that interpretation to the
precise arguments made by the parties before the trial court and need not turn a
blind eye to contractual provisions that may be relevant to our analysis.
[19] We conclude that the contract is ambiguous with respect to how much Celadon
was permitted to deduct from a trucker’s compensation for fuel purchases at
Pilot Flying Js made using a Comdata card. Celadon contends that the contract
expressly defines the use of a Comdata card by an independent contractor as an
“advance” on compensation. It also claims that as an “advance,” Section
5.05(c) of the contract unambiguously permits Celadon to deduct the pump
price for fuel from a contractor’s compensation, not discounted price.
However, there is no express definition section in the contract, for the word
“advance” or anything else. Indeed, Comdata cards and their use are
mentioned nowhere in the contract.
[20] Additionally, although Section 9.02(c) of the contract requires truckers to pay
fuel “costs and expenses” for their jobs, there is no explanation of how to
calculate the proper amount for fuel costs. App. p. 46. That is, the contract
does not equate fuel “costs and expenses” with either the actual costs paid by
Celadon or the pump price displayed to truckers at Pilot Flying Js. Such
absence of information or explanation in the contract might not have been
noticeable if there was in fact no difference between the pump price for fuel at
Pilot Flying Js and what Celadon actually paid for those fuel purchases. But
there was such a difference, and the contract is entirely silent on how to address
that difference. After January 31, 2014, Celadon did in fact change its contract
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to clearly allow it to deduct the pump price from a contractor’s compensation,
as conceded by the Class. Before that date, the contract was ambiguous.
Because the contract is ambiguous, the trial court properly denied Celadon’s
motion for judgment on the pleadings.
II. Summary Judgment
[21] When reviewing a grant of summary judgment, we must draw all reasonable
inferences in favor of the non-moving party and affirm only “‘if the designated
evidentiary matter shows that there is no genuine issue as to any material fact
and that the moving party is entitled to judgment as a matter of law.’” Siner v.
Kindred Hosp. Ltd. P’ship, 51 N.E.3d 1184, 1187 (Ind. 2016) (quoting Ind. Trial
Rule 56(C)). Careful scrutiny must be given to a grant of summary judgment to
ensure that the losing party was not improperly denied its day in court. Id.“Indiana’s distinctive summary judgment standard imposes a heavy factual
burden on the movant to demonstrate the absence of any genuine issue of
material fact on at least one element of the claim.” Id.[22] Cases involving contract interpretation generally are particularly appropriate for
summary judgment. Rusnak v. Brent Wagner Architects, 55 N.E.3d 834, 840 (Ind.
Ct. App. 2016), trans. denied. “When the terms of a contract are ambiguous or
uncertain, however, and its interpretation requires extrinsic evidence, its
construction is left to the factfinder.” Id. “When summary judgment is granted
based on the construction of a written contract, the trial court has either
determined as a matter of law that the contract is not ambiguous or uncertain,
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or that any contract ambiguity can be resolved without the aid of a factual
determination.” Id. at 840-41.
[23] In attempting to interpret this ambiguous contract, we may consult sources
reflecting the ordinary meaning of its terms at the time the contract was
executed. See Reuille v. E.E. Brandenberger Constr., Inc., 888 N.E.2d 770, 771
(Ind. 2008). The key disputed term at issue here is the word “advance.”
Black’s Law Dictionary defines “advance” as “1. The furnishing of money or
goods before any consideration is received in return. 2. The money or goods
furnished.” BLACK’S LAW DICTIONARY 63 (10th ed. 2009). Here, the
undisputed designated summary judgment evidence was that, when a Comdata
card was used at a Pilot Flying J for a fuel purchase, Celadon did not
immediately transfer any money to either the trucker or Pilot Flying J for that
purchase. Instead, Pilot Flying J subsequently sent an invoice to Celadon
reflecting the amount of fuel purchased at the agreed-to discount of cost minus
eight cents per gallon, and Celadon paid that amount. Thus, Celadon never
parted with the cash pump price as opposed to the lesser discount price and
cannot be said to have ever “advanced” or “furnished” a fuel purchase at the
pump price. Keeping in mind that we must construe this ambiguous contract
against Celadon as its drafter, we conclude that it is more accurate to state that
what Celadon “advanced” to truckers when they used a Comdata card at Pilot
Flying J was the actual fuel itself—not the specific pump price of the fuel. The
standard definition of an advance is that it may apply to either “money or
goods.” Celadon never advanced any money to anyone—it only advanced or
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facilitated the advance of goods. The cost of those goods to Celadon was not
the pump price but the discounted price.
[24] We acknowledge Celadon’s argument that, if a trucker attempted to drive away
from a Pilot Flying J pump after filling up but without paying, the trucker could
have been charged with theft under Indiana Code Section 35-43-4-2; the
trucker’s use of a Comdata card avoids that predicament. However, if indeed
such an event occurred and a prosecution was brought and Pilot Flying J
sought restitution, Pilot Flying J would not have been entitled to recover the full
pump price from the absconding trucker. In fact, if a Celadon trucker did pay
Pilot Flying J only the discounted price but not the displayed pump price, it is
unclear that there would be any theft at all. This court has held that, “retail
value is not necessarily the appropriate measure of damages” in every case of
theft by a consumer from a retailer. T.C. v. State, 839 N.E.2d 1222, 1228 (Ind.
Ct. App. 2005). It would appear full retail value would not be appropriate as
restitution in a case such as this, as opposed to using the discounted Celadon
price. Otherwise, Pilot Flying J would enjoy a windfall based on the fact that
the trucker stole the fuel rather than paid for it with a Comdata card. The
discounted price was all that Pilot Flying J was ever entitled to recover for
purchases made by Celadon independent contractors using a Comdata card,
and that would be the appropriate value to use for restitution purposes.
[25] Celadon also argues that, if the measure of an “advance” under Section 5.05(c)
of the contract is the actual cost to Celadon and not the pump price displayed to
the truckers, it is rendered superfluous to Section 5.05(b) of the contract and its
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reference to “[a]ny other charges or expenses incurred or paid by Carrier on
behalf of Contractor.” App. at 44. Celadon seems to concede that Section
5.05(b) would clearly refer to Celadon’s actual costs and not some other
amount and that it could only deduct its actual costs under that subsection from
an independent contractor’s compensation if a particular item fell under it. It
contends that fuel costs fall strictly under Section 5.05(c) and that they should
be measured by the pump price, not the discounted actual cost to Celadon, in
order to differentiate that section from Section 5.05(b).
[26] Celadon’s proposed interpretation is inconsistent with a holistic reading of the
contract, particularly when construing it against Celadon as its drafter. With
respect to Section 5.05 of the contract, the Class states, “Taken as a whole this
section permits Celadon to seek reimbursement for costs; however it does not
permit Celadon to seek reimbursement for more than Celadon’s costs.”
Appellee’s Br. p. 18. We agree with that characterization. Additionally,
Section 9.02(c) of the contract states that the contractors had “sole and
complete responsibility for . . . [p]aying all operating costs and expenses incidental
to the operation of the Equipment including, but not limited to fuel . . . .” App.
at 46 (emphasis added). The use of the phrase “costs and expenses” would
indicate the actual cost of such fuel, not a displayed pump price that was never
actually paid by anyone. Finally, we note that in the contract’s “Addendum,”
it provides for certain fees to be imposed upon any “advance” from Celadon to
a trucker related to fuel purchases. Id. at 59. Although Celadon was able to be
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quite specific with respect to these fees, it included no language with respect to
how to calculate an “advance.”
[27] Celadon also contends there could be outstanding genuine issues of material
fact regarding interpretation of the contract, based on the individual
understandings of the nearly 2,500 truckers who signed it and who form the
Class members. Celadon implies that different drivers could have had different
understandings of the type of fuel discount they would receive when they signed
their contracts, and if there were such differing understandings, there could not
be a uniform definition of the word “advance” or even a class action, for that
matter. However, Celadon has not presented any evidence that any trucker had
an understanding different from that advanced by the Class. Indeed, the only
evidence in the record on that point comes from the depositions of Wilmoth
and Vassey, who explained their understanding that they would receive fuel
discounts identical to any Celadon received. Celadon is at best speculating that
different drivers could have had different understandings about the contract.
Mere speculation cannot create questions of fact for purposes of a summary
judgment motion. Beatty v. LaFountaine, 896 N.E.2d 16, 20 (Ind. Ct. App.
2008), trans. denied. In any event, interpretation of the contract is readily
possible from the face of it and the extrinsic evidence besides Wilmoth’s and
Vassey’s depositions; there is no need to resort to deposing thousands of other
Class members in order to interpret it.
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[28] Celadon asserts that the Class members are improperly seeking to be third-party
beneficiaries of the contract between Celadon and Pilot Flying J. To enforce a
contract as a third-party beneficiary, the third party must show:
(1) A clear intent by the actual parties to the contract to benefit
the third party;
(2) A duty imposed on one of the contracting parties in favor of
the third party; and
(3) Performance of the contract terms is necessary to render the
third party a direct benefit intended by the parties to the contract.
Eckman v. Green, 869 N.E.2d 493, 496 (Ind. Ct. App. 2007) (quoting Lunhow v.
Horn, 760 N.E.2d 621, 628 (Ind. Ct. App. 2001)), trans. denied. We do not
believe that third-party beneficiary principles are relevant here. The question is
not whether the Class members are attempting to enforce the contract between
Celadon and Pilot Flying J. This is not a case, for example, where Pilot Flying
J charged Celadon more than the agreed-to discounted price for fuel and the
Class members are attempting to force Pilot Flying J to charge only the
discounted price. Rather, the sole question is what Celadon’s actual costs were
with respect to fuel purchased by the Class members at Pilot Flying Js. The fact
that those costs resulted from a contract between Celadon and Pilot Flying J is
beside the point here.
[29] After briefing was complete, Celadon filed a notice of additional authority,
citing a case decided by the Seventh Circuit, Walker v. Trailer Transit, Inc., 824
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F.3d 688 (7th Cir. 2016). That case, like this one, concerned a contract between
a trucking company and independent contractors it hired. Similar, but not
precisely identical to the present case, it also concerned contract language
regarding payment to the contractors and deductions from their compensation
for payments made by the company on behalf of the contractors during their
work for “special services,” and whether the company was permitted to retain
an additional profit on those deductions because of the manner in which the
services were billed and paid.
[30] We are not inclined to find that Walker has any application to this case. First
and most importantly, the contract language here is vastly different from that in
Walker. Contracts must be analyzed strictly on their own terms. Second,
although purporting to apply Indiana law, the Walker opinion is devoid of any
mention of well-settled contract interpretation principles under Indiana law.
One of those principles is that any ambiguity in a contract should be construed
against the drafter of the contract. The Seventh Circuit seemed to acknowledge
that there could be some ambiguity in the key word “reimburse” but construed
it in a manner favorable to the contract drafter. See Walker, 824 F.3d at 689-90.
[31] On a final note, we believe our and the Class’s interpretation of the contract is
consistent with the common expectation consumers have when using a credit or
debit card to purchase goods. Namely, when such a card is used, the consumer
reasonably expects that the card issuer will pay the retailer the displayed retail
price for the good or goods, not some undisclosed price based on a “secret”
agreement between the issuer and retailer. A possible exception to this
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expectation may be the recouping costs or charges to the retailer associated with
credit card usage. The Class members here reasonably could have expected
that, when they used the Comdata card to purchase fuel, Celadon was paying
the displayed pump price to Pilot Flying J and not some lesser amount, in the
absence of any clear statement to the contrary in the contract. In sum, we agree
with the Class and the trial court that the proper interpretation of the contract,
construing its ambiguities against Celadon as its drafter, is that when making
deductions from a trucker’s compensation for fuel purchases made at Pilot
Flying Js using a Comdata card, Celadon could only make those deductions
based on the lower discounted price and not the displayed pump price.
Conclusion
[32] The standard contract between Celadon and the Class members was
ambiguous. There are no genuine issues of material fact precluding us from
resolving that ambiguity as a matter of law. We agree with the trial court and
the Class’s interpretation of the contract and, therefore, affirm the denial of
Celadon’s motion for judgment on the pleadings and affirm the grant of
summary judgment in favor of the Class.
[33] Affirmed.
Riley, J., and Bailey, J., concur.
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