Venture Express, Inc. v. Vanguard Nat'l Trailer Corp.

585 F.Supp.3d 1060

VENTURE EXPRESS, INC., Plaintiff,

v.VANGUARD NATIONAL TRAILER CORPORATION, Defendant.

Case No. 3:19-cv-00657

United States District Court, M.D. Tennessee, Nashville Division.

Filed February 14, 2022

Jason Nathaniel King, John W. Rodgers, ious, Rodgers, Barger, Holder & Kious, Murfreesboro, TN, for Plaintiff.

Ashley Goins Alderson, John R. Wingo, Stites & Harbison, PLLC, Nashville, TN, for Defendant.

MEMORANDUM

ALETA A. TRAUGER, United States District Judge

Before the court are: (1) the Motion for Partial Summary Judgment (Doc. No. 32) filed by defendant Vanguard National Trailer Corporation ("Vanguard"); and (2) the Motion to Set Aside Order Granting Motion to Strike (Doc. No. 45) filed by plaintiff Venture Express, Inc. ("Venture"). For the reasons set forth herein, the court will deny the Motion to Set Aside Order and grant the Motion for Partial Summary Judgment.

I. SUMMARY JUDGMENT STANDARD OF REVIEW

Summary judgment is appropriate where there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). The movant has the burden of establishing that there are no genuine issues of material fact, which may be accomplished by demonstrating that the nonmoving party lacks evidence to support an essential element of its case. Celotex Corp. v. Catrett , 477 U.S. 317, 322–23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) ; Pittman v. Experian Info. Sols., Inc. , 901 F.3d 619, 627–28 (6th Cir. 2018) ; Fed. R. Civ. P. 56(c)(1)(A). The non-moving party must set forth specific facts showing that there is a genuine issue for trial. Pittman , 901 F.3d at 628. "[S]ummary judgment will not lie if the dispute is about a material fact that is ‘genuine,’ that is, if the evidence is such that a reasonable jury could return a verdict for the non-moving party." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The court should view the facts and draw all reasonable inferences in favor of the non-moving party. Id. Credibility judgments and weighing of evidence are improper. Hostettler v. Coll. of Wooster , 895 F.3d 844, 852 (6th Cir. 2018).

II. FACTS AND PROCEDURAL HISTORY

A. Procedural History

Plaintiff Venture Express, Inc. ("Venture") initiated this lawsuit in June 2019 by filing a Complaint in the Circuit Court for Rutherford County, Tennessee, asserting claims against Vanguard under state law for breach of implied and express warranties and seeking damages in the amount of $6,500,000 in connection with its purchase of almost 800 "Vanguard VXP and VXP Composite Plate dry van trailers ... for use in its normal business operations." (Doc. No. 1-1, Compl. ¶ 8.) Vanguard promptly removed the case to federal court on the basis of diversity jurisdiction and filed a Motion for Judgment on the Pleadings, which the court granted in part, dismissing the claim for breach of implied warranty.

Following a period of discovery and with leave of court, Vanguard has now filed its Motion for Partial Summary Judgment, supporting Memorandum of Law, Statement of Undisputed Material Facts, and the transcript of the Deposition of Daniel Coppess, Venture's director of maintenance and its Rule 30(b)(6) representative. (Doc. Nos. 32, 33, 34, and 32-1.) In this motion, the defendant seeks partial dismissal of the claims asserted against it and dismissal of Venture's claim for consequential damages, specifically damages attributable to "loss of use" of the Trailers. Venture filed a Response, its own Memorandum of Law, a Response to the defendant's Statement of Undisputed Material Facts, and the Declarations of Daniel Coppess and Jon McFarlin, Venture's equipment manager. (Doc. Nos. 37, 38, 39, and 37-1 and -2.)

On January 7, 2022, in addition to its Reply (Doc. No. 41), Vanguard filed a Motion to Strike the Declarations of Coppess and McFarlin (Doc. No. 42). The court granted the Motion to Strike as unopposed on January 27, 2022. (Doc. No. 44.) On February 7, 2022, Venture filed a Motion to Set Aside the Order granting the Motion to Strike, in which it also requests an additional seven days to respond to the Motion to Strike. (Doc. No. 45.) Vanguard has now filed a Response, vigorously opposing the plaintiff's Motion to Set Aside Order. (Doc. No. 46.)

B. The Warranties¹

Venture is a transportation company that hauls freight to and from suppliers across thirteen states. At any given time, Venture has approximately 3,300 trailers in use. Vanguard is a manufacturer and seller of "dry van trailers," including the Vanguard VXP and Vanguard VXP Composite Plate trailers. (Compl. ¶¶ 7, 8; Answer ¶¶ 7, 8.) From 2008 to 2017, Venture purchased "approximately 795 Vanguard VXP and VXP Composite Plate dry van trailers," which "were manufactured by [Vanguard] and sold through resellers." (Compl. ¶ 8; Answer ¶ 8.) Between 2008 and 2012, Venture purchased 427 trailers (collectively, the "Trailers") from Vanguard; these are the only trailers at issue in this case.

Venture alleges in the Complaint that, following its purchase of the Trailers from Vanguard, some of them began exhibiting signs of premature deterioration. "Specifically, rivets on the bottom rail of the panels of the Trailers began rusting, causing the side panels to bow, open, and collapse." (Compl. ¶ 11.) In addition, "the rivet holes in the panels enlarged causing the rivets to fall through." (Id. ) Venture allegedly notified Vanguard that the Trailers "contained defects that caused the panels to delaminate, lose their structure and exhibit significantly shorter life spans" than expected. (Id. ) Vanguard repaired a small number of the Trailers. Venture's claims arise from Vanguard's alleged refusal to "repair all remaining Trailers or otherwise perform its warranty obligations." (Id. ¶ 12.)

It is undisputed that all of the Trailers were covered by Vanguard's express five-year limited warranty ("five-year warranty"). The five-year warranty states in part that "each new Vanguard National Trailer ... will be free from defects in materials and workmanship for a period of five years, if properly maintained and used in normal service." (Doc. No. 5-1.) The five-year warranty further provides that Vanguard's "sole obligation under this limited warranty is to repair or replace, at its option, any part or component of the Product that was furnished and installed by [Vanguard] and that proves defective in material and/or workmanship during the first sixty (60) months following the date of delivery to the Purchaser." (Id. ) In a parallel provision, the five-year warranty states that the purchaser's "sole remedy for any defect in the product, or any component or part thereof, is limited to the repair or replacement of the defective item at the Manufacturer's sole option." (Id. ) Further, the five-year warranty expressly disclaims any liability on the part of Vanguard for "cargo loss, loss of use, lost profits, loss of good will, storage, towing or other transportation costs, or any other incidental or consequential damages, whether sustained by purchaser or purchaser's customers, arising out of any alleged defect, or breach or failure of warranty." (Id. ) Finally, "[a]s a pre-condition to [Vanguard's] obligation under this limited warranty, Purchaser must notify Manufacturer of any product defect promptly upon discovery." (Id. )

In addition to the five-year warranty, Vanguard provided a ten-year limited warranty ("ten-year warranty") (collectively with the five-year warranty, the "warranties") with respect to the "composite side panels" on all new Vanguard VXP Composite Plate Trailers. The ten-year warranty specifically states that it is "subject to the standard limitations of Vanguard's existing trailer warranty," referring to the limitations in the five-year warranty. (Doc. No. 5-2.) The ten-year warranty states that Vanguard "warrants the composite side panels will be free from any defects in material or workmanship for a period of ten years." (Id. ) More specifically, Vanguard "warrants the material with full parts and labor coverage for the first seven years from the date of manufacture" and "warrants the material with a parts only warranty from the conclusion of year seven through year ten from the date of manufacture." (Id. )

C. Venture's Spreadsheet

Venture prepared and produced in discovery a spreadsheet containing details related to the Trailers. (Doc. No. 32-1, at 156–83 ("Spreadsheet").) Venture's corporate representative, Daniel Coppess, was asked about the Spreadsheet during his Rule 30(b)(6) deposition, taken on October 29, 2021. The Spreadsheet includes, among other things, Venture's internal "Trailer Number" for all of the Trailers (Column D), the "Trailer Purchase Date" (Column N), the "Date Repair Needed" (Column O), and the repair "Start" date for those trailers that actually underwent repair (Column J).

Under Column G ("Warranty"), the Spreadsheet notation for each trailer says "No Warranty," "Parts Only," or "Projected." Daniel Coppess explained that "No Warranty" means that Vanguard denied a request for warranty coverage; "Parts Only" means that Vanguard provided parts coverage but did not pay for labor. For every trailer listed from Row 48 through Row 430,² the word "Projected" is shown in Column G. Daniel Coppess initially testified that "Projected" means "the repairs have not been completed on [the] unit yet," but he later clarified that it means not merely that the repair work is projected, but that "[t]he damage itself is projected." (Doc. No. 32-1, Coppess Dep. 24.)

Column H ("RO") refers to the repair order number. If the entry under this column says "TBD," that means that the need for a repair is "anticipated," but the repairs have "not been completed on that unit." (Coppess Dep. 26.) Column O ("Date Repair Needed") refers to the date on which Venture internally cited a specific trailer as needing repair. Column J of Venture's spreadsheet (repair "Start" date) refers to the date on...