Oakley Fertilizer, Inc. v. Savage Services Corporation

• Court: Court of Appeals for the Fourth Circuit
• Decided: August 1, 2025
• Docket: 24-2010
• Status: Unpublished

Opinion

USCA4 Appeal: 24-2010 Doc: 31 Filed: 08/01/2025 Pg: 1 of 5

UNPUBLISHED

UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 24-2010

OAKLEY FERTILIZER, INC., an Arkansas corporation,

Plaintiff – Appellant,

v.

SAVAGE SERVICES CORPORATION, a Utah corporation; CAROLINA MARINE TERMINAL, LLC,

Defendants – Appellees.

Appeal from the United States District Court for the Eastern District of North Carolina, at Wilmington. Terrence W. Boyle, District Judge. (7:22-cv-00158-BO-RJ)

Submitted: April 14, 2025 Decided: August 1, 2025

Before AGEE, WYNN, and RUSHING, Circuit Judges.

Reversed and remanded by unpublished per curiam opinion.

ON BRIEF: David S. Mitchell, Jr., Luke E. Vance, ROSE LAW FIRM, A PROFESSIONAL ASSOCIATION, Little Rock, Arkansas; Philip J. Mohr, Jesse Schaefer, WOMBLE BOND DICKINSON (US) LLP, Greensboro, North Carolina, for Appellant. Donald R. Pocock, AKERMAN LLP, Winston-Salem, North Carolina, for Appellees.

Unpublished opinions are not binding precedent in this circuit. USCA4 Appeal: 24-2010 Doc: 31 Filed: 08/01/2025 Pg: 2 of 5

PER CURIAM:

This appeal is about the scope of a contract (the Agreement) between Oakley

Fertilizer, Inc. (Oakley) and Carolina Marine Terminal, LLC (CMT). The district court

held that the Agreement applied only to potash, to the exclusion of all other fertilizers, and

therefore granted summary judgment in favor of CMT and dismissed its co-defendant,

Savage Services Corporation. That was error. Because the district court misinterpreted

the Agreement, we reverse and remand for further proceedings.

In 2018, Oakley and CMT entered the Agreement, which covers the stevedoring and

storage of bulk fertilizer products that Oakley sought to ship to CMT’s facility at a port in

Wilmington, North Carolina. The Agreement was to run for a term of five years. In 2022,

however, CMT refused to allow Oakley to bring another vessel to the Wilmington facility

unless the vessel was carrying potash, a specific type of bulk fertilizer. According to CMT,

the Agreement applied only to potash. Oakley sought to ship a different fertilizer,

diammonium phosphate, to CMT’s facility based on Oakley’s reading of the Agreement as

covering all bulk fertilizer products, excluding urea. The parties reached an impasse, and

Oakley sued CMT and Savage, seeking a declaratory judgment and damages for breach of

contract and tortious interference. CMT counterclaimed against Oakley for breach of

contract. After discovery, the parties filed competing motions for summary judgment. The

district court granted summary judgment in favor of CMT, and dismissed the claims against

Savage, based on the court’s conclusion that the Agreement applies only to potash and no

other fertilizers. Oakley appealed, and we have jurisdiction. See 28 U.S.C. § 1291.

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We review the district court’s summary judgment ruling de novo. United States v.

Turner Constr. Co., 946 F.3d 201, 206 (4th Cir. 2019). Summary judgment is appropriate

only when there is “no genuine dispute as to any material fact and the movant is entitled to

judgment as a matter of law.” Fed. R. Civ. P. 56(a).

Under North Carolina law, which governs the Agreement, “when the terms of a

contract are plain and unambiguous . . . [t]he contract is to be interpreted as written.” State

v. Philip Morris USA Inc., 685 S.E.2d 85, 91 (N.C. 2009) (internal quotation marks

omitted). When a contract “contains a definition of a term used in it, this is the meaning

which must be given to that term wherever it appears in the [contract], unless the context

clearly requires otherwise.” Id. (internal quotation marks omitted).

In its first recital, the Agreement defines the term “Product” as “bulk fertilizer

products, excluding urea.” J.A. 72. The Agreement then uses the defined term “Product”

throughout its provisions. For example, the Agreement’s “Services” provisions obligate

CMT to “[u]nload Product from vessels,” “[m]aintain an average unloading rate of 9,600

short tons of Product per Weather Working Day,” “[p]rovide storage of bulk Product,” and

“[p]rovide daily transmissions of inventory including Product received, stored, and

shipped.” J.A. 75. The Agreement’s fee provisions similarly focus on “Product.” See,

e.g., J.A. 77 (setting an unloading fee of $15.80 “per short ton of Product”); J.A. 78 (setting

a loadout fee of $1.00 “per short ton of Product loaded on trucks for Oakley” and

establishing a “minimum throughput of 50,000 short tons of Product unloaded from vessels

per Contract Year”). Inserting the Agreement’s definition of “Product” into these clauses

establishes that CMT unambiguously promised to carry out its various contractual

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obligations with respect to “bulk fertilizer product, excluding urea,” not just potash. J.A.

72.

The district court came to the opposite conclusion because the Agreement at times

refers specifically to potash. For example, the Agreement is titled “Potash Storage,

Handling and Stevedoring Agreement,” J.A. 72, and it gives Oakley “the exclusive right to

receive and distribute potash at the Facility,” J.A. 73. Another provision states that,

“[u]pon commencement of laytime,” CMT “guarantees discharge rates at a minimum of

9,600 short tons of Product (based upon the properties of potash)” per Working Weather

Day. J.A. 78. These references to potash, however, do not modify the Agreement’s

definition of “Product,” nor do they alter CMT’s promises regarding “Product” elsewhere

in the Agreement. See Philip Morris USA, 685 S.E.2d at 91 (when construing contracts,

courts must “harmonize all clauses if possible” (internal quotation marks omitted));

Canadian Am. Ass’n of Pro. Baseball, Ltd. v. Ottawa Rapidz, 711 S.E.2d 834, 838 (N.C.

Ct. App. 2011) (reasoning that “headings do not supplant” and should not “be read to the

exclusion of” the contract language they precede).

Because the Agreement unambiguously applies not just to potash but also to other

“bulk fertilizer products, excluding urea,” the district court erred in granting summary

judgment in favor of CMT. J.A. 72. The district court also dismissed Oakley’s claims

against Savage based solely on its erroneous interpretation of the Agreement. On appeal,

Savage raises alternative grounds for affirmance, but we decline to address those arguments

in the first instance. Accordingly, we reverse the district court’s grant of summary

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judgment for CMT and its dismissal of Oakley’s claims against Savage. We remand for

further proceedings consistent with this opinion.

REVERSED AND REMANDED