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Railroad Construction Co. of South Jersey, Inc. v. Rail

United States District Court, D. New Jersey

March 31, 2014

RAILROAD CONSTRUCTION CO. OF SOUTH JERSEY, INC., Plaintiff,
v.
JP RAIL, INC, d/b/a SOUTHERN RAILROAD COMPANY OF NEW JERSEY, Defendants.

OPINION

JOSEPH H. RODRIGUEZ, District Judge.

These matters come before the Court on Plaintiff Railroad Construction Company of South Jersey, Inc.'s ("RCC") Motion for Summary Judgment Motion [138] and Defendant JP Rail, d/b/a Southern Railroad Company of New Jersey's ("JP Rail" or "JP") Motion for Partial Summary Judgment [146]. JP Rail argues for summary judgment on the theory that some of RCC's claims are barred by the statute of limitations. RCC moves for summary judgment as to all claims against JP Rail.

This case arises out of a business relationship between the parties which lasted over twelve years. The case has been slow to move forward because of significant delays in the discovery process due to poor record keeping, the death of Defendant's president, and requests by the parties for extensions of time. The genesis of the present motion finds its origin during a second or third attempt at a Final Pretrial Conference during which Plaintiff moved for permission to amend the complaint to reflect new a damages calculation.[1] On January 31, 2013, the Court heard oral argument on Plaintiff's late stage motion to amend the Complaint to include new invoices. The proposed amendment increases the amount of damages for two reasons. First, the amendment includes the addition of new invoices not previously identified in the original Complaint.[2] Second, the amendment corrects some of the figures listed in previously identified invoices and eliminates certain invoices altogether because, it turns out, the original Complaint erroneously lists these invoices as unpaid. Following oral argument, the Court permitted the amendment, extended the parties an opportunity to take discovery on the new invoices, and permitted the parties to file dispositive motions. JP Rail elected to forgo additional discovery and now moves for summary judgment as to nine invoices that were not listed in the Original Complaint on the theory that these invoices are time-barred and do not relate back to the date of the filing of the original complaint under Rule 15 (c)(1). RCC claims summary judgment is warranted because JP Rail has not produced anyone to refute its claim that the invoices listed in Joint Exhibit 21A are unpaid.

The Court held oral argument on the summary judgment motions on November 13, 2013. For the reasons that follow, as well as those expressed on the record during the hearing, Defendant's motion is granted and Plaintiff's motion is granted.

I. Background

A more complete recitation of the factual underpinnings of this case can be found in the Court's Opinion of March 19, 2012. RCC and JP Rail had a business relationship that spanned 12 years. RCC brings this cause of action with respect to specified invoices from a period of 1998 to 2006, attached to Plaintiff's original Complaint as "Exhibit A" (the "Exhibit A invoices"). RCC initially claimed that the disputed invoices totaled $1, 013, 673.51, excluding accrued interest in the amount of $1, 620, 360.91. (Aff. of James Daloisio & 29, Jul. 21, 2011.) These invoices reflect track work, repairs and construction related services which RCC performed on the Salem and Pleasantville Lines, including repair work completed following Hurricane Floyd and a construction project for replacement of the Oldman's Creek Bridge trestle in Salem County. RCC did not complete the Oldman's Creek Bridge replacement. Rather, RCC alleges that JP Rail contracted with RCC to complete the job and engaged RCC's performance of preparatory engineering and work on the project before the job was ultimately awarded to another contractor. (Id. at && 59-60). According to JP Rail, while JP had contracted with RCC to perform repair work on the bridge, the replacement project was subsequently taken over by Salem County, which requested bids and hired a different contractor without input from JP Rail. (Aff. of Thomas Collard & 10, Sept. 14, 2010.)

During the course of the relationship between the parties, JP Rail encountered cash flow problems which led to delayed payment of RCC invoices. RCC continued to provide construction services despite outstanding invoices based on representations by Mr. Petaccio, President of JP Rail, that the invoices would be paid once funding permitted. (Supp. Aff. of James Daloisio & 26, August 18, 2011.) Most of the work RCC completed for JP Rail was paid for in partial payments sent by JP Rail. (Dep. of James J. Daloisio 88:19-25, 89:1-4, March 16, 2010.) JP Rail often sent checks without a designation as to which invoice the payment applied. In such cases, RCC's practice was to apply the checks against the oldest outstanding invoices. (Id. at 135:7-22.)

RCC sent numerous letters and requests regarding unpaid invoices, including letters specifying invoices in February and March of 2005. (Daloisio Supp. Aff. & 32; Ex. E-I.) RCC subsequently sent additional letters to JP Rail in 2007 to which JP either did not respond or responded denying that invoices were not paid. JP Rail asserted on numerous occasions that it did not have the invoices in question and requesting that RCC send documentation. (Def.'s Br. [66] Ex. P; Grueneberg Cert. Ex. J.) RCC maintains that this information had been provided to JP Rail in a March 9, 2007 letter, to which JP Rail did not respond. (Daloisio Supp. Aff. & 36.) In correspondence between attorneys for the parties beginning in May of 2007, RCC indicated its intention to file a lawsuit and JP Rail either denied knowledge of outstanding invoices or failed to respond. (Grueneberg Cert. Ex. I-K.) On December 1, 2007, RCC sent JP Rail a letter signed by Mr. Daloisio stating that an audit of RCC's accounts showed a current amount due by JP Rail of $60, 978.40.

Plaintiff filed its Complaint on January 18, 2008, alleging breach of contract and related claims. During the course of discovery, JP Rail produced approximately seventy checks, most of which did not indicate an invoice number and did not match specific amounts billed on given invoices. As a result of the unwieldy nature of the exhibits, the parties participated in meetings with Judge Williams to streamline the exhibits. On August 2, 2012, Judge Williams held a status conference on the record. The transcript of that proceeding indicates the tortured nature of the discovery process in this case. See Tr. Magistrate Williams Hearing, [Dkt. No. 83]

The crux of the arguments center on Joint Exhibit 21A, which is a document created jointly by the parties that attempts to set out each invoice RCC claims JP Rail failed to pay. Joint Exhibit 21A identifies 379 RCC invoices and the 260 Payments made by JP Rail. Both counsel have reviewed the Exhibit and made revisions. The amended complaint changes the Exhibit in the following manner. First, it deletes four of the invoices identified in the original Complaint because it was determined by RCC's Vice President James Daloisio that these invoices have been paid by application of payment tendered by JP Rail-CI-7045 ($23, 955.00), CI-7233 ($13, 000.00), CI-7280 ($330.00), and CI-7309 ($510.00). Second, the Amended Complaint increases the amount of six invoices identified in the original Complaint because these amounts were understated by a total of $225, 803.20. RCC claims that the understatement was the result of a transcription/administrative error. Third, nine additional invoices are added in the Amended Complaint with a total sum of $876, 175.00. These invoices, RCC claims, were never paid and remain outstanding.

RCC claims that it was impossible to amend the complaint sooner, because it did not receive some of the documents until July 2011 and because the review of the documents, against the voluminous documents it already had in its possession, simply took time. RCC further highlights that Joseph Petaccio, the longtime President of JP Rail became very ill during the pendency of this litigation and has since died. This, coupled with Plaintiff's counsel's repeated requests for time for personal reasons, caused a protracted delay in the prosecution of this case. RCC further claims that Mr. Petaccio's illness and death frustrated his efforts to compel compliance with the Court's discovery Orders.

In short, JP Rail claims that the statute of limitations has expired as to the nine additional invoices. JP Rail further claims that because these invoices do not relate back under Fed.R.Civ.P. 15 (c), summary judgment is warranted. The issue is whether these invoices arise from the same transaction or occurrence as the claims in the Original Complaint or whether they are separate causes of action in their own right.

JP Rail argues that the undue delay in amending the Complaint lies with RCC alone and that the nine additional invoices do not relate back. In this regard, it appears that JP Rail does not object to the other modifications of Joint Exhibit 21A, including the elimination of certain invoices and correction of other invoices, made in the Amended Complaint.

II. Standards of Review

A. Summary Judgment Standard

Summary judgment is proper if there is no genuine issue of material fact and if, viewing the facts in the light most favorable to the non-moving party, the moving party is entitled to judgment as a matter of law." Pearson v. Component Tech. Corp., 247 F.3d 471, 482 n.1 (3d Cir. 2001) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)); accord Fed.R.Civ.P. 56 (c). Thus, this Court will enter summary judgment only when "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show 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." Fed.R.Civ.P. 56 (c).

An issue is "genuine" if supported by evidence such that a reasonable jury could return a verdict in the nonmoving party's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A fact is "material" if, under the governing substantive law, a dispute about the fact might affect the outcome of the suit. Id . In determining whether a genuine issue of material fact exists, the court must view the facts and all reasonable inferences drawn from those facts in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

Initially, the moving party has the burden of demonstrating the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). Once the moving party has met this burden, the nonmoving party must identify, by affidavits or otherwise, specific facts showing that there is a genuine issue for trial. Id .; Maidenbaum v. Bally's Park Place, Inc., 870 F.Supp. 1254, 1258 (D.N.J. 1994). Thus, to withstand a properly supported motion for summary judgment, the nonmoving party must identify specific facts and affirmative evidence that contradict those offered by the moving party. Andersen, 477 U.S. at 256-57. "A nonmoving party may not rest upon mere allegations, general denials or... vague ...


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