Norfolk S. Ry. v. Langdale Forest Prods. Co.

655 F.Supp.3d 1325

NORFOLK SOUTHERN RAILWAY COMPANY, Plaintiff. v. LANGDALE FOREST PRODUCTS COMPANY, Defendant.

Case No. 7:20-CV-147 (HL)

United States District Court, M.D. Georgia, Valdosta Division

Signed January 20, 2023

Amanda Rodman Smith, Walker Steven Stewart, Macon, GA, for Plaintiff.

Jeffrey A. Brown, Martin Harrison Drake, Columbus, GA, for Defendant.

ORDER

HUGH LAWSON, SENIOR JUDGE

Before the Court is Plaintiff Norfolk Southern Railway Company ("Norfolk Southern")'s Motion for Partial Summary Judgment and Defendant Langdale Forest Products Company ("Langdale")'s Motion for Summary Judgment. For the reasons explained below, Norfolk Southern's motion (Doc. 33) is GRANTED in part and DENIED in part, and Langdale's motion (Doc. 35) is DENIED.

I. BACKGROUND

This case concerns a private crossing agreement between Norfolk Southern Railway Company ("Norfolk Southern") and Langdale Forest Products Company ("Langdale"). The following facts are undisputed. (Docs. 33-2; 35-2; 46-1; 47-1.)

In 1986, Langdale acquired a 72-acre property located at 4059 Highway 341 in Chauncey, Georgia. When Langdale acquired the Chauncey property, Norfolk Southern owned an existing private railroad crossing over its mainline track that allowed access to the Chauncey property's facilities. The Chauncey property was also accessible through an entrance on North Railroad Avenue. In 1992, Langdale entered into a private crossing agreement with Norfolk Southern, which granted Langdale a license to use the existing private crossing to reach its facilities on the Chauncey property. (Doc. 23-1.)

Several clauses of the private crossing agreement are at issue in the present motions. First, the private crossing agreement includes an indemnification clause requiring Langdale to absolutely indemnify Norfolk Southern from and against "all liability, claims, loss, damage, expense (including attorney's fees), or costs for personal injuries (including death) and/or property damage to whomsoever or whatsoever, occurring or arising in any manner from railroad operations at or in the vicinity of the Crossing and by the construction, maintenance, use, or removal of the Crossing by [Langdale] or others." (Doc. 23-1 ¶ 6.) The private crossing agreement also requires Langdale to maintain "a policy of general liability insurance, containing contractual liability coverage, with a combined single limit of not less than $2,000,000 each occurrence" while the agreement was in effect. (Id. ¶ 8.) Finally, the private crossing agreement provides that "[in] each instance when a vehicle approaches the Crossing, it shall stop and shall not proceed over said track of [Norfolk Southern] until the driver has ascertained that no train or other rail equipment of [Norfolk Southern] is approaching the Crossing." (Doc. 23-1 ¶ 5.) This provision requires Langdale to install any safety features that Norfolk Southern deems necessary. Under this provision, Norfolk Southern's "failure to require protective signs, barricades, or automatic warning devices [would] not affect [Langdale's] liability under the terms of this Agreement." (Id.)

On July 3, 2019, after delivering wood to the Chauncey property, a driver named Morgan Sheffield stopped his truck with his trailer still straddling the private crossing. An oncoming train collided with Sheffield's trailer. Between August 19, 2019, and June 18, 2020, Norfolk Southern sent Langdale several letters with notice of both the collision and a subsequent lawsuit that Sheffield's estate filed against Norfolk Southern. Langdale did not respond to the letters but instead forwarded them to its insurance company. The insurance company denied Norfolk Southern's tender on February 4, 2020.

On July 29, 2020, Norfolk Southern filed the present lawsuit seeking a declaration of Langdale's duty to indemnify and claiming that Langdale breached its contractual duties pursuant to the private crossing agreement. A second collision occurred on the private crossing on August 18, 2020, when a driver named Jeffrey Smith failed to yield to an oncoming train, and the train collided with Smith's tractor-trailer. Norfolk Southern provided Langdale with notice of the collision and requested indemnification for any resulting claims. Again, Langdale did not indemnify Norfolk Southern.

II. STANDARD

A court must grant summary judgment "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A factual dispute is not genuine unless, based on the evidence presented, " 'a reasonable jury could return a verdict for the nonmoving party.' " Info. Sys. & Networks Corp. v. City of Atlanta, 281 F.3d 1220, 1224 (11th Cir. 2002) (quoting United States v. Four Parcels of Real Prop., 941 F.2d 1428, 1437 (11th Cir. 1991)); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The movant may support its assertion that a fact is undisputed by "citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials." Fed. R. Civ. P. 56(c)(1)(A). "When the nonmoving party has the burden of proof at trial, the moving party is not required to 'support its motion with affidavits or other similar material negating the opponent's claim[ ]' in order to discharge this 'initial responsibility.' " Four Parcels of Real Prop., 941 F.2d at 1437-38 (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)). Rather, "the moving party simply may 'show[ ]—that is, point[ ] out to the district court—that there is an absence of evidence to support the nonmoving party's case.' " Id. (quoting Celotex, 477 U.S. at 324, 106 S.Ct. 2548) (alterations in original). Alternatively, the movant may provide "affirmative evidence demonstrating that the nonmoving party will be unable to prove its case at trial." Id.

The burden then shifts to the non-moving party, who must rebut the movant's showing "by producing . . . relevant and admissible evidence beyond the pleadings." Josendis v. Wall to Wall Residence Repairs, Inc., 662 F.3d 1292, 1315 (11th Cir. 2011) (citing Celotex, 477 U.S. at 324, 106 S.Ct. 2548). The non-moving party does not satisfy its burden "if the rebuttal evidence 'is merely colorable or is not significantly probative' of a disputed fact." Id. (quoting Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505). Further, where a party fails to address another party's assertion of fact as required by Fed. R. Civ. P. 56(c), the Court may consider the fact undisputed for purposes of the motion. Fed. R. Civ. P. 56(e)(2). However, "[c]redibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge. . . . The evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor." Anderson, 477 U.S. at 255, 106 S.Ct. 2505.

III. DISCUSSION

Norfolk Southern moves for partial summary judgment, seeking declaratory judgment that Langdale is required to indemnify Norfolk Southern pursuant to the private crossing agreement and summary judgment on the grounds that Langdale breached its contractual duties by failing to indemnify Norfolk Southern and failing to control vehicular traffic at the private crossing. (Doc. 33.) Langdale cross-moves for summary judgment on Norfolk Southern's claims for declaratory judgment, breach of contract for failure to indemnify, breach of contract for failure to control vehicular traffic, and expenses of litigation. (Doc. 35.)

The parties' motions center on the contract between them, the private crossing agreement. "The construction of a contract is a question of law for the court." O.C.G.A. § 13-2-1. When a court construes a contract to ascertain the parties' intentions, it must "loo[k] to the plain meaning of the words of the contract." Argo v. G-Tec Sves., 338 Ga. App. 608, 609, 791 S.E. 2d 193, 194 (2016). "[I]t is a cardinal rule of contract construction that a court should, if possible, construe a contract so as to not render any of the provisions meaningless and in a manner that gives effect to all of the contractual terms." Milliken & Co. v. Georgia Power Co., 354 Ga. App. 98, 100, 839 S.E.2d 306, 309 (2020) (citation omitted). Although the words of a contract typically bear their ordinary meanings, "technical words, words of art, or words used in a particular trade or business will be construed, generally, to be used in reference to this particular meaning." O.C.G.A. § 13-2-2(2). Additionally, courts must favor an interpretation of the contract that preserves the contract as a whole and preserves each of its parts—the entire contract must be considered when interpreting any provision of the contract. O.C.G.A. § 13-2-2(4).

Although addressed across separate motions, the parties essentially contest the following issues: (1) whether the private crossing agreement's indemnification clause is valid or barred by Georgia's anti-indemnification statute, which determines whether declaratory judgment that Langdale has a duty to indemnify Norfolk Southern is appropriate; (2) whether Langdale breached its contractual obligations by failing to indemnify Norfolk Southern; (3) whether Langdale breached its contractual obligations by failing to control vehicular traffic at the private crossing; and (4) whether Langdale is entitled to summary judgment as to Norfolk Southern's claim for litigation expenses. (Docs. 33-1; 35-1.) Each issue will be addressed in turn.

A. The private crossing agreement is valid

Norfolk Southern argues that the private crossing agreement contains a valid and enforceable indemnification clause that requires Langdale to indemnify Norfolk Southern for the liabilities and expenses of both...