Fluid Disposable Specialties Inc v. Sewell Family of Companies Inc

District Court, W.D. Louisiana·Decided August 13, 2025·No. 5:24-cv-00577·Unknown

Opinion

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF LOUISIANA SHREVEPORT DIVISION

FLUID DISPOSAL SPECIALTIES, INC. CIVIL ACTION NO. 24-0577

VERSUS JUDGE S. MAURICE HICKS, JR.

SEWELL FAMILY OF COMPANIES, INC. MAGISTRATE JUDGE HORNSBY

MEMORANDUM RULING Before the Court is a Motion for Reconsideration filed by Defendant Sewell Family of Companies, Inc. (“Sewell”). See Record Document 43. In its motion, Sewell requests reconsideration of the Court’s May 28, 2025, Memorandum Ruling and Order denying Sewell’s Motion for Summary Judgment, and granting in part and denying in part Plaintiff Fluid Disposal Specialties, Inc.’s (“Fluid Disposal”) Motion for Summary Judgment. See id. Fluid Disposal opposes the Motion for Reconsideration. See Record Document 55. Sewell did not reply. For the reasons set forth below, Sewell’s Motion (Record Document 43) is GRANTED. Upon reconsideration, the Court’s conclusions in its May 28, 2025, Memorandum Ruling and Order are undisturbed. Sewell’s Motion for Summary Judgment (Record Document 25) shall be DENIED. Fluid Disposal’s Motion for Summary Judgment (Record Document 22) shall be GRANTED IN PART and DENIED IN PART. BACKGROUND The facts underlying this dispute were recounted in the Court’s May 28, 2025, Memorandum Ruling and are reproduced here. This case involves a contractual dispute over forty-eight vehicles Sewell sold to Fluid Disposal and a related trade-in program for those vehicles. Sewell is an oil field service company primarily operated in Louisiana. See Record Document 22-10 at 1. On or around November 16, 2021, Sewell transmitted a three-page packet to Fluid Disposal. The first page of the packet, which appears to be a cover page, reads: To whom it may concern,

Thank you very much for the opportunity to present our attached proposal to Fluid Disposal / Hays Companies. The Sewell Family of Companies and Sewell Fleet Management can ensure that your fleet needs are covered.

We pride ourselves on being responsive, flexible, and understand vehicle life cycle, including what the overall cost of ownership should be. We believe that we can provide a better, more comprehensive fleet solution given our integration of service lines and understanding of the service area.

Thank you for your time and consideration!

Record Document 21-1 at 1 (emphasis in original). The second page, which appears to be a title page, includes both parties’ logos and states that it is a Sewell “proposal for” Fluid Disposal. Id. at 2. The third and final page is entitled “Letter of Understanding” (the “LOU”). It reads: THE FOLLOWING PRICING PARAMETERS WILL ESTABLISH THE MAIN FACTORS TO PRICE SEWELL FLEET PRODUCTS FOR ALL VEHICLES WITH FLUID DISPOSAL.

Pricing Structure:

• Ordered Vehicles – Recommended for best pricing with CPA assistance • Life cycle trade-in program for like kind vehicles – max one model year difference • Pricing for trade-in difference at 30,000 miles or less – $6000 per vehicle • Additional $0.20 per mile over 30,000 miles • Additional charges will vary depending on the vehicle condition at time of trade-in • Delivery of new vehicle and picking up of trade in will be discounted to $250.00 per transaction

Id. at 3. The bottom of the page has a place for Fluid Disposal to accept the proposal, including placeholders for the name and title of the person accepting the proposal and the date of acceptance. See id. Fluid Disposal’s Chief Financial Officer Timothy Brown signed and dated the LOU on behalf of Fluid Disposal. See id. Fluid Disposal purchased forty-eight trucks from Sewell for $3,235,134.45 (the “Fleet Vehicles”). See Record Document 22-8. In time, fourteen of the Fleet Vehicles accumulated 30,000 miles and Fluid Disposal successfully traded in those fourteen trucks in accordance with the LOU pricing structure. See Record Documents 22-5, 22-3 at 24- 25 & 22-10 at 2. On August 17, 2023, Fluid Disposal notified Sewell via email that it sought

to trade in nine more Fleet Vehicles that had reached 30,000 miles. See Record Document 22-7 at 1. A Sewell representative responded: “I will get to work.” Id. However, Sewell subsequently refused to trade in those nine Fleet Vehicles. See Record Document 22-10 at 2. To date, only fourteen of the Fleet Vehicles have been successfully traded in by Fluid Disposal. On May 28, 2025, the Court issued a Memorandum Ruling and Order denying Sewell’s Motion for Summary Judgment, and granting in part and denying in part Fluid Disposal’s Motion for Summary Judgment. See Record Documents 37 & 38. The Court found that (1) the LOU constituted a valid contract between the parties, (2) the extent of

the obligation under the Contract was ambiguous, (3) looking to extrinsic evidence, there was no dispute of material fact that Sewell breached the contract and Fluid Disposal was entitled to judgment as a matter of law on the issue of breach, and (4) a genuine dispute of material fact existed regarding damages. See Record Document 37. Because the terms of the contract itself were ambiguous, the Court looked to extrinsic evidence of the parties’ intent to find that there was no dispute of material fact that Sewell breached its obligation under the contract. Among the evidence the Court considered was what it referred to (and refers to herein) as “Admission Number 7.” Id. at 15. In the Memorandum Ruling, the Court stated that Fluid Disposal issued a request for admission to Sewell asking it to admit or deny the following: “The Letter of Understanding created an obligation by Sewell to accept all trade-in Contract Vehicles previously sold to FDS.” See Record Document 22-13 at 2. Sewell’s response was: “Admitted.” Id. After the issuance of the May 28, 2025, Memorandum Ruling, Sewell filed the instant Motion for Reconsideration. See Record Document 43. Sewell points out that Admission Number 7 was requested by Sewell and propounded upon Fluid Disposal. See

Record Document 22-13 at 2. Sewell argues that because it made the request, not Fluid Disposal, the admission should not be considered as summary judgment evidence against Sewell. See Record Document 43. Sewell alternatively argues that, if the Court does intend to consider Admission Number 7 as evidence against it, the admission be withdrawn. See id. In opposition, Fluid Disposal argues that Admission Number 7 was properly considered by the Court and that Sewell has not met the standard for showing that the admission can be withdrawn. See Record Document 55. LAW AND ANALYSIS I. Relevant Law

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