Silk Rd. Trading & Shipping Co. v. World Fuel Servs. Corp.

572 F.Supp.3d 1296

SILK ROAD TRADING & SHIPPING CO., LTD., a Foreign Corporation, Plaintiff,

v.WORLD FUEL SERVICES CORPORATION, a Florida Corporation d/b/a World Fuel Services Marine Group of Companies, et al., Defendants.

CASE NO. 1:20-cv-21696-GAYLES/OTAZO-REYES

United States District Court, S.D. Florida.

Signed November 17, 2021

Chase Alexandra Jansson, Neil Bayer, Campbell Johnston Clark LLP, Coral Gables, FL, for Plaintiff.

Scott Andrew Wagner, Wagner Legal, Miami, FL, for Defendants World Fuel Services Trading DMCC, World Fuel Services (Singapore) PTE Ltd.

ORDER

DARRIN P. GAYLES, UNITED STATES DISTRICT JUDGE

THIS CAUSE comes before the Court on Defendants’, World Fuel Services Corporation ("WFS Corp."), World Fuel Services Trading DMCC ("WFS Dubai"), and World Fuel Services (Singapore) PTE Ltd. ("WFS Singapore"), Motion to Dismiss (the "Motion") [ECF No. 12]. The Court has reviewed the Motion and the record and is otherwise fully advised. For the reasons that follow, the Motion is granted in part and denied in part.

BACKGROUND¹

Plaintiff Silk Road Trading & Shipping Co., Ltd. files this action against Defendants to recover damages for substandard or off-specification marine fuel bunkers delivered to a vessel Plaintiff chartered from Integrity Bulk ApS, the vessel's owner and non-party to this action. [ECF No. 1].

I. Factual Background

WFS Corp. is a Florida-based global petroleum supplier with global headquarters in Miami, Florida. WFS Corp. does business as and through its "World Fuel Services Marine Group of Companies," [ECF No. 1 at 2 ¶ 4], "which includes, but is not limited to," WFS Singapore and WFS Dubai "and their respective trade names, subsidiaries, affiliates and branch offices," id. at 4–5 ¶ 16. See also [ECF No. 1-3 at 1]. On May 22, 2019, Plaintiff entered into a Purchase Agreement² with WFS Corp. for the purchase and delivery of bunkers to the chartered vessel. That day, Plaintiff received an email from Nikos Vertsekos, a Sales Executive of WFS Dubai, memorializing the terms of the Purchase Agreement (the "Sales Confirmation"). The Sales Confirmation specifically states that it "is governed by and incorporates by reference the Seller's Marine Group of Companies General Terms and Conditions [(the "General Terms and Conditions")] for the sale of marine fuel products and related services," and directs Plaintiff to the General Terms and Conditions via a hyperlink. Id. at 2. The Sales Confirmation identifies the seller as "WORLD FUEL SERVICES A TRADE NAME/DIVISION OF WORLD FUEL SERVICES (SINGAPORE) PTE LTD." Id.

On May 28, 2019, a third-party agent delivered the bunkers to Plaintiff in Chennai, India. See [ECF No. 1-5]. The third-party agent did not advise Plaintiff of any notice requirements for substandard or off-specification bunkers. On June 18, 2019, the Master of the chartered vessel advised Integrity Bulk ApS that the bunkers were unsafe for use in the vessel. See [ECF No. 1-6]. That same day, Plaintiff emailed Mr. Vertsekos and Rhosel Olinares a formal notice of the defective bunkers pursuant to the General Terms and Conditions. On June 19, 2019, Aris P. Vogas, Commercial Manager Middle East for WFS Dubai, informed Plaintiff and Integrity Bulk ApS that:

Your claim has unfortunately been made too late. As you are aware from our contract for the supply (attached) you are required to submit any claim within 7 days or such longer period as provided by the physical supplier, which in this case is 14 days from the date of supply (being 28^th May 2019). Your claim was not received until 18^th June 2019.

[ECF No. 1-8].

II. Relevant Provisions of the General Terms and Conditions

Several terms of the General Terms and Conditions are relevant to the Motion. First, Paragraph 6(d) states in relevant part that:

Buyer waives any claim against Seller for any reason, including but not limited to the quantity or quality of the Products supplied, unless Buyer's claim is submitted to Seller in writing within seven (7) calendar days after the date of delivery of the Products. However, in the event that the physical supplier grants to Seller a period longer than seven (7) days in the physical supplier's own terms and conditions, then this same period will be extended from Seller to Buyer. In any event, should any timely claim submitted by Buyer not be settled to Buyer's satisfaction in a commercial manner, any legal action by Buyer thereon shall be formally waived and time barred unless commenced ... within six (6) calendar months after the delivery date ....

[ECF No. 1-3 at 4]. Second, Paragraph 9(e) provides that "Seller shall be at liberty to make arrangements with other companies ... to supply the whole or any part of the Products sold in each Transaction." Id. at 8. Third, Paragraph 18 provides that:

These General Terms and each Transaction shall be governed by the general maritime law of the United States of America, the applicable federal laws of the United States of America, and, in the event that such laws are silent on the disputed issue, the laws of the State of Florida .... Any disputes concerning quality or quantity shall only be resolved in a court of competent jurisdiction in Miami-Dade [sic] County, Florida.

Id. at 14. The General Terms and Conditions make clear that they also apply to WFS Dubai and WFS Singapore. Id. at 2.

III. Silk Road I

On November 26, 2019, Plaintiff filed a similar action against WFS Corp. in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. See Silk Road Trading & Shipping Co., Ltd. v. World Fuel Servs. Corp. , Case No. 20-CIV-20409-RNS, [ECF No. 1-1 at 7] [hereinafter Silk Road I ]. On January 30, 2020, WFS Corp. removed that action and on February 5, 2020, moved to dismiss the complaint. Silk Road I , [ECF Nos. 1 & 7]. On March 20, 2020, United States District Judge Robert N. Scola, Jr. dismissed the complaint without prejudice, finding that Plaintiff could not sue WFS Corp. "because from the face of the invoice, it is clear that [WFS Singapore], not [WFS Corp.], sold [Plaintiff] the fuel." Silk Road I , [ECF No. 12 at 2]. Judge Scola entered a final judgment in favor of WFS Corp. that same day. Silk Road I , [ECF No. 13].

On April 2, 2020, Plaintiff moved to set aside the judgment pursuant to Federal Rule of Civil Procedure 60 and moved for leave to amend the complaint. Silk Road I , [ECF No. 14]. On April 17, 2020, Judge Scola denied the motion because he was "not convinced that the Plaintiff's failure to sue the correct party could constitute ‘mistake’ or ‘excusable neglect.’ " Silk Road I , [ECF No. 15 at 1]. Judge Scola also found that "the equities ... weigh in favor of denying the motion because the Plaintiff could have amended the complaint to add the correct entity before entry of the final judgment ...." Id. at 2. He also noted "that the final judgment in [Silk Road I ] ... [did] not prevent the Plaintiff from suing the correct entity in a new civil action." Id.

IV. Procedural History

On April 23, 2020, Plaintiff filed the instant action against Defendants for breach of contract, contribution, and common law indemnity. On May 29, 2020, Defendants filed the instant Motion, arguing that the Complaint should be dismissed with prejudice because: (1) WFS Corp. was previously dismissed with prejudice in Silk Road I ; (2) Plaintiff improperly names WFS Dubai as a party to this action; and (3) Plaintiff's claims are time-barred pursuant to the terms of WFS Corp.’s General Terms and Conditions. [ECF No. 12]. In its Response, Plaintiff argues that the Motion should be denied because: (1) the dismissal in Silk Road I was without prejudice and, therefore, was not appealable; (2) WFS Dubai could not unilaterally add materially altering terms to the Purchase Agreement through its Sales Confirmation; and (3) the Complaint adding WFS Dubai and WFS Singapore "relates back" to Silk Road I.

LEGAL STANDARD

To survive a motion to dismiss brought pursuant to Federal Rule of Civil Procedure 12(b)(6), a claim "must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face,’ " meaning that it must contain "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). While a court must accept well-pleaded factual allegations as true, "conclusory allegations ... are not entitled to an assumption of truth—legal conclusions must be supported by factual allegations." Randall v. Scott , 610 F.3d 701, 709–10 (11th Cir. 2010). "[T]he pleadings are construed broadly," Levine v. World Fin. Network Nat'l Bank , 437 F.3d 1118, 1120 (11th Cir. 2006), and the allegations in the complaint are viewed in the light most favorable to the plaintiff. Bishop v. Ross Earle & Bonan, P.A. , 817 F.3d 1268, 1270 (11th Cir. 2016). At bottom, the question is not whether the claimant "will ultimately prevail ... but whether his complaint [is] sufficient to cross the federal court's threshold." Skinner v. Switzer , 562 U.S. 521, 530, 131 S.Ct. 1289, 179 L.Ed.2d 233 (2011) (internal quotation and citation omitted).

ANALYSIS

I. Res Judicata Bars Plaintiff from Naming WFS Corp. as a Party to this Action

Defendants argue that Plaintiff improperly named WFS Corp. as a party to this action because WFS Corp. was already dismissed with prejudice in Silk Road I. In Silk Road I , Judge Scola made clear that WFS Singapore "is the entity that sold [Plaintiff] the fuel and appears on the invoice" and that WFS Corp. "did not contract with [Plaintiff] for fuel." Silk Road I , [ECF No. 12 at 2]. Judge Scola also found that "[t]he complaint [did] not set forth allegations explaining the relationship between [WFS Corp. and WFS Singapore] ... [or] how [WFS Corp.] could be held liable for damages caused by [WFS Singapore's] delivery." Id. As...