PBR Sales, LLC v. Pezco Int'l

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PBR SALES, LLC, Plaintiff, v. PEZCO INTERNATIONAL, LLC and JUAN M. SANCHEZ, Defendants.

No. 21-22909-CIV-WILLIAMS/SANCHEZ

United States District Court, S.D. Florida

February 24, 2023

Kathleen M. Williams, Counsel of Record

REPORT AND RECOMMENDATION ON PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT

EDUARDO I. SANCHEZ UNITED STATES MAGISTRATE JUDGE

THIS MATTER is before the Court on the Motion for Summary Judgment (ECF No. 44) filed by the plaintiff, PBR Sales, LLC (“PBR”). In that motion, PBR seeks summary judgment on PBR's Count I claim for breach of contract and on PBR's related Count III claim for promissory estoppel.

On February 9, 2023, United States District Judge Kathleen M Williams referred PBR's motion for summary judgment to the undersigned for a Report and Recommendation. ECF No. 66. Following a careful review of the parties' filings, the pertinent portions of the record, and the applicable law, and the undersigned being otherwise duly advised on the matter the undersigned recommends that PBR's motion for summary judgment be GRANTED AS TO LIABILITY ON COUNT I and DENIED ON COUNT III.

I. THE UNDISPUTED FACTS

The following are the undisputed facts that are material to the resolution of PBR's Motion for Summary Judgment.

A. Pezco's July 8th Invoice to PBR for the Sale of Diesel D2 Fuel

On July 8, 2021, defendant Pezco International, LLC (“Pezco”) invoiced PBR for a sale of 265,000 gallons of Diesel D2 fuel for $360,400. ECF No. 44-2 (PBR's Statement of Material Facts) at ¶ 1; ECF No. 47-1 (Defendants' Opposing Statement of Facts) at ¶ 1; ECF No. 44-1 at Ex. 1 (invoice);^[1] ECF No. 55 (Joint Pretrial Stipulation) at 3. That invoice, which is designated on its face as “COMMERCIAL INVOICE #041,” bears the legend “INVOICE PEZCO INTERNATIONAL LLC” across the top left of the form above a logo for Pezco. ECF No. 44-1 at Ex. 1. Pezco's invoice identifies “PBR SALES LLC” as the “Customer” for the Diesel D2 fuel sale and lists customer contact information for PBR. Id. Pezco's invoice further designates defendant Juan M. Sanchez as the point of contact for the sales transaction, requests PBR to wire payment on the invoice (an immediate advance payment of 25% of the total sales price with the remaining 75% to be paid after product verification) to Pezco's bank account, and provides detailed wiring instructions. ECF No. 44-2 at ¶¶ 2-3; ECF No. 47-1 at ¶¶ 2-3; ECF No. 44-1 at Ex. 1. The invoice additionally specifies that its “Validity” extends from July 8, 2021 to August 31, 2021. ECF No. 44-1 at Ex. 1.

Pezco's July 8, 2021 invoice to PBR is signed by Sanchez as “CEO/PRESIDENT” of “PEZCO INTERNATIONAL LLC.” ECF No. 44-2 at ¶ 2; ECF No. 47-1 at ¶ 2; ECF No. 44-1 at Ex. 1. Pezco and PBR are the only parties mentioned on the invoice (aside from identification of their respective contact persons, Pratap Sapra and Juan Sanchez), and nothing on the invoice indicates in any way that Pezco was acting as either an agent or broker for anyone on the Diesel D2 fuel sale for which Pezco invoiced PBR. ECF No. 44-1 at Ex. 1.

B. PBR's Wiring of Payment to Pezco in Accordance with Pezco's Invoice

On July 12, 2021, PBR wired $145,000 to Pezco in accordance with Pezco's request and the instructions on Pezco's invoice. ECF No. 44-2 at ¶ 4; ECF No. 47-1 at ¶ 4; ECF No. 55 at 3; ECF No. 44-1 at Ex. 2. Two days later, on July 14, 2021, PBR wired an additional $165,400 to Pezco in accordance with Pezco's request and the instructions on Pezco's invoice. ECF No. 44-2 at ¶ 5; ECF No. 47-1 at ¶ 5; ECF No. 55 at 3; ECF No. 44-1 at Ex. 3. In total, PBR paid Pezco $310,400. ECF No. 44-1 at Exs. 2-3; ECF No. 44-2 at ¶¶ 4-5; ECF No. 47-1 at ¶¶ 4-5; ECF No. 55 at 3.

During the two weeks after PBR wired payment to Pezco, PBR (through Pratap Sapra) repeatedly expressed to Pezco its concerns that Pezco had not yet delivered nor made arrangements to deliver the fuel for which PBR had already paid Pezco over $300,000; Pezco (through Sanchez) communicated reassurances to PBR that the matter was being addressed and that the fuel would be delivered. See, e.g., ECF No. 44-2 at ¶¶ 6-14; ECF No. 47-1 at ¶¶ 6-14; ECF No. 44-1 at Exs. 4, 5, 7, 9, 12.

C. The July 30th ATSC

On July 30, 2021, PBR and Pezco executed an “Authorization to Sell and Collet [sic]” (“ATSC”) that was prepared on Pezco letterhead. ECF No. 44-1 at Ex. 15. That ATSC reaffirmed the sales agreement memorialized in Pezco's July 8th invoice to PBR; documented the payments that PBR had already made to Pezco to purchase the D2 fuel; documented the $80,000 that Pezco had returned to PBR pending delivery of the fuel; represented that the Triton Freedom (the vessel PBR was utilizing) would be loaded with the fuel; and reaffirmed PBR's obligation to pay Pezco the balance of $130,000 upon delivery of the fuel:

We, PEZCO INTERNATIONAL LLC . . . represented by JUAN SANCHEZ, President/CEO, (“Seller”) . . . with full legal and corporate authority, hereby confirms by this Authority to Sell and Collect that PBR SALES LLC, has the FULL LEGAL AUTHORITY TO SELL AND COLLECT the product D2, stated here to the company PBR SALES LLC, in the capacity as the owner of the product with the quantity of approximately [306,659] Barrels, currently located in tank storage at CRU Curacao Refinery utilities B.V. in Emmastad, Curacao in Tanks #215, #524, #528, #530, #531 and #535.

We [Pezco] confirm that we already have received payment from [PBR] in the form of wires totaling U.S. $310,400.00, of which U.S. $80,0000.00 was returned by [Pezco].

Your vessel “Triton Freedom” IMO: 7366893 will be loaded and issue [sic] the relevant shipping documents to release the vessel from the Port.

Upon completion of loading, and confirmation from the port [PBR] will pay [Pezco] the balance payment of U.S. $130,000.00.

ECF No. 44-1 at Ex. 15; see also ECF No. 44-2 at ¶¶ 15-18; ECF No. 47-1 at ¶¶ 15-18.

In the ATSC, Pezco represented itself as the “Seller,” and Sanchez signed the document as “President/CEO.” ECF No. 44-1 at Ex. 15. Sapra also signed the ATSC on behalf of PBR. Id.

As with Pezco's July 8, 2021 invoice, Pezco and PBR are the only parties mentioned in the ATSC, and nothing in the ATSC indicates in any way that Pezco was acting as either an agent or broker for anyone on the Diesel D2 fuel sale addressed in the ATSC. Id.

D. The Non-Delivery of the Diesel D2 Fuel

Notwithstanding PBR's payments to Pezco of $310,400, the 265,000 gallons of Diesel D2 fuel that were the subject of Pezco's invoice were never delivered to PBR. See, e.g., ECF No. 55 at 2, 3. Pezco did, however, return $80,000 to PBR. See, e.g., ECF No. 44-2 at ¶ 16; ECF No. 44 1 at Ex. 15.

II. SUMMARY JUDGMENT STANDARD

“Summary judgment is appropriate when ‘there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.'” Luke v. Gulley, 50 F.4th 90, 95 (11th Cir. 2022) (quoting Fed.R.Civ.P. 56(a)). The Court must view the record and all factual inferences in the light most favorable to the non-moving party and decide whether “the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.” Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir. 1997) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986)); see also, e.g., Luke, 50 F.4th at 95. The existence of a factual dispute by itself is not enough to defeat a motion for summary judgment; rather, “the requirement is that there be no genuine issue of material fact.” Anderson, 477 U.S. at 247-48. “An issue of fact is ‘material' if, under the applicable substantive law, it might affect the outcome of the case. An issue of fact is ‘genuine' if the record taken as a whole could lead a rational trier of fact to find for the nonmoving party.” Harrison v. Culliver, 746 F.3d 1288, 1298 (11th Cir. 2014) (quoting Hickson Corp. v. N. Crossarm Co., 357 F.3d 1256, 1259-60 (11th Cir. 2004)); see also Mann v. Taser Int'l, Inc., 588 F.3d 1291, 1303 (11th Cir. 2009) (“For factual issues to be considered genuine, they must have a real basis in the record.”) (quoting Hairston v. Gainesville Sun Pub. Co., 9 F.3d 913, 919 (11th Cir.1993)).

The moving party bears the initial burden of showing the absence of a genuine issue of material fact. See Shiver v. Chertoff, 549 F.3d 1342, 1343 (11th Cir. 2008). Once the moving party satisfies this burden, the opposing party “must do more than simply show that there is some metaphysical doubt as to the material facts,” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); it must provide “significant, probative evidence demonstrating the existence of a triable issue of fact,” United States v. Four Parcels of Real Prop., 941 F.2d 1428, 1438 (11th Cir. 1991) (en banc) (quoting Chanel, Inc. v. Italian Activewear, Inc., 931 F.2d 1472, 1477 (11th Cir. 1991)). The mere existence of a “scintilla” of evidence is not enough; there must be sufficient evidence to show that a reasonable jury could return a verdict for the non-moving party. See Anderson, 477 U.S. at 252; see also Shiver, 549 F.3d at 1343 (“Speculation does not create a genuine issue of fact.”) (quoting Cordoba v. Dillard's, Inc., 419 F.3d 1169, 1181 (11th Cir. 2005)).

III. DISCUSSION

In its motion, PBR contends that the undisputed facts in this case establish that PBR is entitled to summary judgment on its Count I claim for breach of contract and on its Count III claim for promissory estoppel. As explained below, the undersigned recommends that summary judgment be entered for PBR on its Count I claim for breach of contract, but that summary judgment be denied on the Count III claim for promissory estoppel.

A PBR's Entitlement to Summary...