Camden Iron & Metal v. Krafsur

• Court: Court of Appeals for the Fifth Circuit
• Decided: July 10, 2003
• Docket: 02-50530
• Status: Published

Opinion

United States Court of Appeals Fifth Circuit F I L E D July 10, 2003 IN THE UNITED STATES COURT OF APPEALS Charles R. Fulbruge III Clerk FOR THE FIFTH CIRCUIT

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No. 02-50530 _______________________

In the Matter of: NEWELL INDUSTRIES, INC., Debtor

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CAMDEN IRON & METAL, INC., Appellant versus

ANDREW B. KRAFSUR, Trustee Appellee

Appeal from the United States District Court For the Western District of Texas

Before GARWOOD and HIGGINBOTHAM, Circuit Judges, and FELDMAN,* District Judge.

FELDMAN, District Judge:

I.

* District Judge of the Eastern District of Louisiana, sitting by designation.

1 Camden Iron & Metal, Inc. is a metal recycling and salvaging

company engaged in shredding and processing old automobiles and

appliances. The scrap that is left is sold to steel mills and

aluminum foundries and processed into new products.

In April 1998, Camden agreed with Newell Industries, Inc. to

buy a MegaShredder. The MegaShredder is a specialized, complex

machine that is designed to shred large metal objects into fist-

sized scrap metal. Newell agreed to design, manufacture and

deliver an unassembled MegaShredder within 180 days for a price

of $2.53 million. The deal became plagued with performance

problems.

After Newell failed to meet some of its early deadlines,

Camden representatives discovered that Newell had somehow

arranged to sell the MegaShredder to a company in Denmark.

Camden then stopped making payments. Predictably, a flurry of

lawsuits followed. Newell sued Camden in Texas state court for

breach of contract and interference with delivery of equipment,

and Camden sued Newell for breach of contract and fraud.1

The parties subsequently reached an agreement which provided

that Newell would complete the manufacture of the MegaShredder

and Camden would monitor its progress. Three months later,

however, substantial components of the MegaShredder remained

unfinished.

1 The two cases were later consolidated.

2 In November 1999, Newell filed for bankruptcy protection

under Chapter 11 of the Bankruptcy Code. Camden in turn sued

Newell in bankruptcy court to prevent it from selling,

transporting or disassembling the unfinished MegaShredder or any

of its parts.

Thereafter, Newell and Camden reached still another

agreement under Bankruptcy Rule 9019. They set a delivery date

of May 20, 2000, increased the purchase price by $200,000,2 and

agreed that a Camden engineer could observe the manufacturing

process and review design plans.

After Newell again failed to meet its obligations, Camden

and the trustee entered one more final agreement. The terms of

the last agreement were recited in open court:

1) The Newell estate will deliver the manufactured MegaShredder by July 15, 2000;

2) Camden will provide the estate a $200,000 line of credit, to be drawn on only when it spends such amount in manufacturing or when the MegaShredder is completed; and

3) Camden can oversee and direct the order in which the components are manufactured, have access to all assembly plans, specifications and drawings,3 and will be provided an engineer to oversee assembly at its facilities.

After the last agreement, Newell’s estate spent an

2 The $200,000 was to be paid under a letter of credit in installments. 3 Newell agreed to file a complete set of plans under seal with the court.

3 additional $209,000 making the MegaShredder’s components.

Camden, however, refused to pay the $200,000 fee because it

claimed the trustee failed to provide it with both a supervising

engineer and sufficient design plans. The trustee then moved the

bankruptcy court to determine and compel compliance with the

agreement.

The bankruptcy court held, among other things, that the

trustee was not required to pay for Camden’s supervising engineer

during assembly, that Camden was entitled to all the design

plans, specifications and drawings that the trustee had filed

with the court, and that Camden could claim a $50,000 offset for

the expenses it incurred as a result of the incomplete design

plans. The district court affirmed. We affirm in part and

reverse in part.

II.

The bankruptcy court's findings of fact “will not be set

aside unless clearly erroneous.” Matter of Faden, 96 F.3d 792,

795 (5th Cir. 1996). Conclusions of law, on the other hand, are

subject to plenary review on appeal. See id. (“[W]hen a finding

of fact is premised on an improper legal standard, that finding

loses the insulation of the clearly erroneous rule.”).

The interpretation of a contract is a matter of law, as is

the determination that a contract is ambiguous, and both are

reviewed de novo. See In re Liljeberg Enterprises, Inc., 304

4 F.3d 410, 439 (5th Cir. 2002). A contract is not ambiguous if it

can be given a definite or certain meaning as a matter of law.

See Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940

S.W.2d 587, 589 (Tex. 1996).

A. Engineer During Assembly

The appellant first contends that the bankruptcy and

district courts erred by holding that the trustee was not

required to provide Camden with an engineer to oversee the

installation and assembly of the MegaShredder.4 The final

agreement clearly instructs:

The bankrupt estate will furnish at its own expense an engineer to oversee the installation and assembly of Job 559 on Camden’s facilities.

Although the plain language of the agreement clearly and

definitely states that the trustee was required to provide Camden

with an engineer during assembly, the court nonetheless found the

provision to be ambiguous because it is subject to various

reasonable interpretations.5 In particular, the district court

4 The bankruptcy court denied Camden’s request for an engineer because it was not claimed in the original pleadings. While appellant contests this finding, we need not review the bankruptcy court’s rationale because neither the district court nor the appellee’s brief relied on such reasoning. 5 Camden asserts that neither the parties nor the bankruptcy court raised the issue of ambiguity below, and therefore the district court exceeded its scope of review by sua sponte raising the issue. The interpretation of the contract and determination of ambiguity, however, is a matter of law, and the court “may conclude that a contract is ambiguous even in the absence of such a pleading

5 found it reasonable to interpret the agreement as capping the

trustee’s total expenditures at $200,000. The district court

thus concluded that, after the trustee spent $200,000, all

further manufacturing, installation and assembly costs, including

engineers, were to be paid by Camden. We disagree with the

court’s reading of the agreement. The simple text requires no

added complexity.

The language and intent of the agreement make clear that the

$200,000 line of credit limits only the trustee’s manufacturing

expenditures. For example, the agreement states:

If the $200,000 is reached, or if the machine is completed prior to the expenditure of $200,000, then the letter of credit will be drawn down on. If the machine is completed for a sum of less than $200,000, that money will go into a special escrow account to be used by Camden at their assembly and fit in Camden, New Jersey.

This provision contemplates a payment surplus after manufacturing

at Newell’s headquarters, but prior to assembly and fit at

Camden’s facilities. If the $200,000 had been intended to limit

the trustee’s total expenditures, as the district court believed,

a payment surplus could never exist until manufacture and

assembly has been completed. The court’s interpretation that the

trustee’s total expenditures were limited at $200,000 is at odds

with the agreement’s direct language.

by either party.” Sage St. Assoc. v. Northdale Constr. Co., 863 S.W.2d 438, 445 (Tex. 1993).

6 The estate contends, in the alternative, that the agreement

could be read to require it to provide an engineer only “if the

MegaShredder was not completed and Camden was forced to attempt

to complete the [manufacturing of the] MegaShredder on its own.”

Such an interpretation is similarly baseless because it

contravenes other provisions within the agreement.

The agreement states that the “bankrupt estate will furnish

at its own expense an engineer to oversee the installation and

assembly of Job 559 on Camden’s facilities.” If the trustee

failed to finish the manufacturing of the MegaShredder, there

would be no installation or assembly for an estate-financed

engineer to oversee. The engineer would supposedly oversee the

completion of the manufacturing process only. The estate’s

interpretation directly conflicts with the language of the

engineer provision, which is expressly limited to oversight

during the assembly phase. Moreover, if the parties had intended

for an engineer to be provided at the manufacturing phase, or for

the engineer costs to be included as part of the $200,000 line of

credit, the parties would have included such language in their

agreements. They did not. Thus, we find the estate’s

interpretation unreasonable.

Given the clear and certain language of the agreement, and

the unreasonableness of offered alternative interpretations, we

find that the district court erred in holding that the last

agreement is ambiguous. The agreement clearly dictates that the

7 trustee provide Camden with an engineer during assembly. We

reverse the finding of the bankruptcy and district courts, and

remand for a determination of the cost incurred by Camden in

obtaining an engineer.6

B. Assembly Plans, Specifications, and Drawings

The appellant next asserts that the bankruptcy court erred

by holding that Camden was entitled to only those plans,

specifications, and drawings that the trustee had filed with the

court, and by awarding Camden only a $50,000 offset for the

expenses incurred as a result of the incomplete plans. We find

that such claims are without merit.

The agreement makes clear that the trustee was required to

provide Camden “access at all times to plans and specifications .

. . through assembly and fit.”7 The trustee agreed to file under

seal a complete set of the design documents to assist Camden

should the estate not complete its manufacturing obligations.8

6 The Trustee’s award should be offset by this amount. 7 Newell initially agreed to provide Camden only those “drawings necessary for foundation, electrical and plumbing installation.” After litigation ensued, however, Camden became concerned that Newell would not complete the MegaShredder, and the parties stipulated that a Camden representative would be able to review the “plans, specifications, drawings, shop drawings and construction drawings” while monitoring Newell’s performance. 8 The parties agreed that the sealed documents would be transferred to the bankruptcy court, and “held pending the construction and delivery of the MegaShredder.” If the complete

8 Unbeknownst to Camden, however, the trustee did not file a

complete set of plans with the court.

When the trustee failed to give Camden’s engineer a set of

design plans, Camden sought access to all plans that the trustee

had filed under seal, and requested an offset for the expenses it

incurred as a result of the incomplete plans. The bankruptcy

court held that Camden could review all the design plans filed

under seal,9 and that it was entitled to a $50,000 offset on the

MegaShredder purchase price.

Upon review of the plans under seal, however, Camden

realized that the estate had failed to file a complete set of

plans with the court. Although the $50,000 offset was based upon

testimony taken prior to this discovery, the bankruptcy court

refused to reopen the damages issue.10

Camden first appeals the decision to release only those

plans filed under seal. Camden peculiarly contends that the

plans were not delivered, Camden could obtain the documents under a one-time license agreement. 9 The order was conditioned on a confidentiality agreement not to disclose the contents to third parties except for fabrication purposes in which case the third party also had to sign a confidentiality agreement. The confidentiality agreement was necessary to protect a third party which had purchased the intellectual property rights to the plans from the trustee. 10 The district court affirmed the bankruptcy court’s ruling that Camden was entitled to the drawings under seal. It noted, however, that the missing drawings had been sold and the bankruptcy court could not order access to them.

9 court erred by granting its motion for access to plans under

seal; it asserts that the court should have instead ordered the

trustee to produce all plans, specifications, and drawings.11

Because the requested relief exceeds that which was actually

requested by Camden, we find no error. Moreover, by the time

Camden finally realized the complete plans were not under seal,

the trustee had already sold the design plans to another company.

Thus, it is doubtful that the court even had the authority to

compel production.

Camden also asserts that the court erred in calculating an

offset based on testimony offered before Camden learned that the

sealed drawings were incomplete. The court’s award was based on

the testimony of a Camden expert who testified that damage caused

by the absence of plans was between $50,000 and $75,000. We find

that $50,000 is a reasonable award based upon record evidence of

foreseeable damages available at the date the order was issued.

While Camden has clearly been injured by the trustee’s

failure to provide a complete set of design plans, it could have

pursued relief in a number of more effective ways. For example,

it could have appealed the court’s refusal to reopen the damages

11 The court responded that it could only rule on what was pled, and that it was “not saying that you’re not entitled to other drawings. . . . I’m just saying that I’m granting [what was pled].” The court moreover suggested that Camden would have to file a supplemental motion if it wanted access to any other drawings.

10 issue, or it could have filed a supplemental motion to compel

production of the missing drawings. Because Camden’s injuries

are attributed to their own litigation conduct, we affirm the

order granting Camden all the design plans under seal and a

$50,000 offset against the MegaShredder purchase price.

III.

We find the agreement at issue required the trustee to

provide Camden with a supervising engineer during assembly.

Moreover, no error was committed by holding that Camden was

entitled to only those design plans, specifications, and drawings

that the trustee had filed under seal, and by awarding Camden

only $50,000 in offsets for the expenses it incurred as a result

of the incomplete design plans. AFFIRMED IN PART, REVERSED IN

PART and remanded for further proceedings.