McLane Foodservice, Inc. v. Table Rock Restaurants, L.L.C. ( 2013 )

Case: 12-50980 Document: 00512443079 Page: 1 Date Filed: 11/15/2013
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit
FILED
November 15, 2013
No. 12-50980 Lyle W. Cayce
Clerk
MCLANE FOODSERVICE,INC., a Texas Corporation,
Plaintiff-Appellant
v.
TABLE ROCK RESTAURANTS, L.L.C., a Delaware limited liability company;
SCOT WEDERQUIST; PETER ROOK
Defendants-Appellees
Appeal from the United States District Court
for the Western District of Texas
Before DAVIS and JONES, Circuit Judges, and MILAZZO,* District Judge.
MILAZZO, District Judge:
Appellant McLane Foodservice, Inc. ("McLane") filed suit to recover certain
debts owed by Table Rock Restaurants, LLC ("Table Rock") for goods and
services provided by McLane in 2010. McLane also sought to recover the debts
from Appellee Scot Wederquist ("Wederquist") by virtue of a guaranty
agreement. Following a one-day bench trial, the district court entered judgment
in favor of McLane but only as to Table Rock. On appeal, McLane argues the
district court erred in holding that Wederquist is not personally liable under the
*
District Judge for the Eastern District of Louisiana, sitting by designation.
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guaranty agreement. Because the guaranty agreement does not on its face apply
to credit extended by McLane, we affirm.
I.
In January or February of 1997, Border Patrol of Wisconsin, Inc. ("Border
Patrol") negotiated with Pepsico., Inc. ("Pepsico") for the purchase of nine Taco
Bell franchises. Pepsico required Border Patrol to apply for credit with PFS, a
Division of PepsiCo., Inc. ("PFS"), as a condition precedent for approval.1 On
March 24, 1997, Wederquist executed a personal guaranty in favor of PFS to
secure the debts of Border Patrol (the "Guaranty").2 Wederquist owns a 25%
interest in Border Patrol and serves as its treasurer.
On July 11, 1997, PFS sold its United States and Canadian operations to
Ameriserve Food Distribution, Inc. ("Ameriserve") in an asset purchase
transaction. On January 31, 2000, Ameriserve filed a Chapter 11 bankruptcy
case in the United States Bankruptcy Court for the District of Delaware. The
Bankruptcy Court approved the sale of "substantially all" of Ameriserve's assets
to McLane on November 28, 2000.
On June 2, 2010, McLane contracted with Table Rock to sell food and
goods to Table Rock restaurants. Wederquist owns a 40% interest in and serves
as treasurer of Table Rock, which was organized in 2007. Table Rock ceased
doing business on November 16, 2010, at which time it owed McLane
$447,465.53 (the "Table Rock Debts").
On December 29, 2010, McLane filed suit against Table Rock and
Wederquist in Texas state court to recover the Table Rock Debts. This matter
was removed and eventually tried before the bench on August 13, 2012. The
court found in favor of McLane and against Table Rock in the amount of the
1
At the time, PFS supplied goods and services to Taco Bell franchisees.
2
Despite the existence of the Guaranty, PFS never extended credit to Border Patrol.
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Table Rock Debts. The court denied relief against Wederquist, holding that he
was not personally liable for the Table Rock Debts under the Guaranty
Agreement. McLane appealed.
II.
Under Rule 52 of the Federal Rules of Civil Procedure, a district court's
findings of fact are reviewed for clear error and its conclusions of law de novo.
Walker v. City of Mesquite, Tex., 402 F.3d 532, 535 (5th Cir. 2005) (citation
omitted). The interpretation of a contract—including whether the contract is
ambiguous—is a question of law, which we review de novo. Prescott v. Northlake
Christian Sch., 369 F.3d 491, 495 (5th Cir. 2004) (citation omitted). If a contract
is ambiguous, the district court's findings of fact as to the intent of the parties
are reviewed for clear error. Id. (citation omitted).
III.
A.
In a diversity case involving the interpretation of a contract, we apply the
substantive law of the forum state, including its choice-of-law rules. Godchaux
v. Conveying Techniques, Inc., 846 F.2d 306, 314 (5th Cir. 1988) (citations
omitted). Although the Guaranty was executed in Wisconsin, it explicitly
provides for the application of Texas law. The parties agree that Texas
substantive law governs this dispute.
We interpret the Guaranty as we would any other written agreement,
according to the general principles of contract interpretation articulated by the
Texas Supreme Court. See generally Coker v. Coker, 650 S.W. 2d 391(Tex. 1983).
Our first task is to determine whether the contract is enforceable as written,
without resort to parole evidence. J.M. Davidson, Inc. v. Webster, 128 S.W. 3d
223, 229 (Tex. 2003). The primary objective of the reviewing court is to ascertain
the intentions of the parties as expressed in the contract. Lopez v. Munos,
Hockema & Reed, L.L.P., 22 S.W. 3d 857, 861 (Tex. 2000) (citation omitted). To
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achieve this objective, the court should examine the entire contract in order to
"harmonize and give effect to all of its provisions so that none will be rendered
meaningless." Webster, 128 S.W. 3d at 229 (citation omitted). A contract is
unambiguous if it can be given a definite or certain legal meaning. Id. (citation
omitted). Ambiguity does not arise because of a "simple lack of clarity," or
because the parties proffer different interpretations of the contract. Dewitt Cnty.
Elec. Coop., Inc. v. Parks, 1 S.W. 3d 96, 100 (Tex. 1999) (citations omitted).
Rather, a contract is ambiguous only if it is subject to two or more reasonable
interpretations after applying the pertinent canons of construction. Webster, 128
S.W. 3d at 229 (citation omitted). If the contract is ambiguous, courts may
consider parole evidence for the purpose of ascertaining the parties' intent.
David J. Sacks, P.C. v. Haden, 266 S.W. 3d 447, 450–51 (Tex. 2008).
A guarantor under Texas law is a "so-called favorite of the law and as
such, a guaranty agreement is construed strictly in [his] favor." Haggard v.
Bank of Ozarks, Inc., 668 F.3d 196, 199 (5th Cir. 2012) (internal quotation marks
and citation omitted). Thus, "[w]here uncertainty exists as to the meaning of a
contract of guaranty, its terms should be given a construction which is most
favorable to the guarantor." Coker, 650 S.W. 2d at 394 n.1 (citations omitted).
B.
Although the parties invite us to entertain multiple issues on appeal, we
need only address but one: whether the Guaranty secures credit extended by
McLane. Section 1 of the Guaranty provides that the guarantor (Wederquist)
"unconditionally guarantees the punctual payment when due . . . of any and all
indebtedness . . . to Creditor now or hereafter existing." (emphasis added). The
preamble to the Guaranty defines "Creditor" as "[PFS] . . . and all affiliates of
PFS." When read together, these provisions clearly and unambiguously provide
that the Guaranty only applies to credit extended by PFS and its affiliates.
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Thus, the issue before the Court is whether McLane is an affiliate of PFS so as
to bring the Table Rock Debts within the ambit of the Guaranty.
The district court explicitly stated in its findings of fact that "McLane is
not . . . an affiliate of PFS." As a preliminary matter, it is unclear whether this
statement is a finding of fact or conclusion of law. If the district court
interpreted the Guaranty, the interpretation is a conclusion of law, which we
review de novo. See S. Cent. Bell Tel. Co. v. Allnet Commc'ns Servs., Inc., 986
F.2d 1418, at *4 (5th Cir. 1993) (unpublished opinion) ("[B]ecause the district
court mistakenly called an interpretation of contract a finding of fact, we are not
bound by the clearly erroneous standard in our review of that interpretation.").
If, on the other hand, the district court merely stated a finding of fact, our review
is limited for clear error.
Assuming arguendo a de novo standard of review, we must independently
determine whether McLane is an affiliate of PFS. The Guaranty does not define
the term "affiliate." Under Texas law, words not defined in a contract are to be
given their "plain and ordinary meaning." Certain Underwriters at Lloyds,
London v. Law, 570 F.3d 574, 577 (5th Cir. 2009) (internal quotation marks and
citation omitted). Black's Law Dictionary defines "affiliate" as "[a] corporation
that is related to another corporation by shareholdings or other means of control;
a subsidiary, parent, or sibling corporation." Black's Law Dictionary (9th ed.
2009).3 There is no evidence in the record, nor has either party argued, that
McLane is an affiliate of PFS. In fact, such a relationship would be virtually
impossible given that PFS sold its United States and Canadian operations to
Ameriserve in 1997—10 years prior to the formation of McLane. Thus, the
record is clear that McLane is not an affiliate of PFS, and therefore is not a
3
Texas courts have cited Black's Law dictionary when interpreting undefined terms
in a contract. See, e.g., Gray & Co. Realtors, Inc. v. Atl. Hous. Found., Inc., 228 S.W. 3d 431,
434–35 (Tex. App. 2007).
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"Creditor" whose accounts are secured by the Guaranty. Accordingly, there is
simply no basis for holding Wederquist personally liable for the Table Rock
Debts under the Guaranty.
McLane attempts in vain to rebut this argument by citing a separate
provision of the Guaranty. Section 10 of the Guaranty provides as follows: "This
Guaranty shall be binding upon [Wederquist], his or her heirs, personal
representatives and assigns, and shall inure to the benefit of and be enforceable
by Creditor and its successors, transferees and assigns." (emphasis added).
McLane argues that as a successor, transferee, or assign of PFS,4 the Guaranty
inures to its benefit, thereby permitting McLane to enforce the Guaranty against
Wederquist. We disagree.
That the Guaranty inures to McLane's benefit does not mean that the
Guaranty secures credit extended by McLane. As explained supra, the
definitions in the preamble and the provisions of Section 1 clearly provide that
the Guaranty only secures credit extended by PFS and its affiliates. The
proffered interpretation would impermissibly render these provisions mere
surplusage. It is axiomatic when interpreting contracts of guaranty that
"[c]ourts must favor an interpretation that affords some consequence to each
part of the instrument so that none of the provisions will be rendered
meaningless." Coker, 650 S.W. 2d at 394 (citation omitted). Following this
mandate, the most logical interpretation of Section 10 is that it simply provides
that the successors, transferees, and assigns of PFS and its affiliates may
enforce the Guaranty to collect debts resulting from credit extended by PFS and
its affiliates. In other words, whereas Section 1 and the definitions in the
4
The district court explicitly found that McLane is not a successor, transferee, or assign
of PFS. We need not review this finding for clear error, because even if McLane is a successor,
transferee, or assign of PFS, McLane would still not be entitled to recover any debts—let alone
the Table Rock Debts—from Wederquist.
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preamble define which debts are secured by the Guaranty, Section 10 defines the
entities that are entitled to enforce the Guaranty in order to collect those debts.5
This interpretation best harmonizes the aforementioned provisions in the
Guaranty so as to give each the meaning suggested by the contract as a whole.
See Valence Operating Co. v. Dorsett, 164 S.W. 3d 656, 662 (Tex. 2005) ("[C]ourts
should examine and consider the entire writing in an effort to harmonize and
give effect to all the provisions of the contract.") (citations omitted). It also
comports with the Texas maxim that guaranty agreements be strictly construed
in favor of the guarantor. See Haggard, 668 F.3d at 199 (citation omitted);
Coker, 650 S.W. 2d at 394 n.1 (Tex. 1983) (citations omitted).
IV.
This appeal involves a straightforward issue of contractual interpretation.
The Guaranty only secures credit extended by PFS and its affiliates. Because
McLane is not an affiliate of PFS, the Table Rock Debts are not secured by the
Guaranty. Accordingly, and for the reasons previously stated, we affirm.
AFFIRMED.
5
In fact, Section 10 does not purport to define the term "Creditor" whereas the
preamble clearly does.
7