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First Union Rail Corp. v. Heller Performance Polymers

November 27, 2007


The opinion of the court was delivered by: Honorable David H. Coar


Plaintiff First Union Corporation ("First Union" or "Plaintiff") brought this action against Defendant Heller Performance Polymers, Inc. ("Heller" or "Defendant"), according to theories of breach of contract or, in the alternative, unjust enrichment. The instant matter proceeded to bench trial on October 30, 2006. At the close of trial, both parties submitted post-trial memoranda on the subject of liability. Based on the trial, and parties' pre-trial and post-trial submissions, the Court makes the following findings of fact and conclusions of law. To the extent that any findings may be deemed conclusions of law, they shall also be considered conclusions. To the extent that any conclusions may be deemed findings of fact, they shall also be considered findings. See Miller v. Fenton, 474 U.S. 104, 113-14 (1985).


a. Parties

i. Plaintiff First Union is a North Carolina corporation with its principal place of business in Rosemont, Illinois. First Union is in the business of leasing railcars for commercial use.

ii. Defendant HPPI is a Delaware corporation with its principal place of business in Visalia, California. HPPI is in the business of manufacturing plastic pellets for use in industrial grade products.

b. The Master Lease Agreement

i. The parties signed a master lease agreement ("Agreement") in June of 1998. The Agreement was intended to dictate the general terms according to which First Union would lease to HPPI hopper cars intended for plastic pellets ("cars").

ii. Under the Agreement, specific terms related to the costs, lease terms, and number of cars to be leased would be set out in additional Riders: "Lessor agrees to lease to Lessee, and Lessee agrees to accept and lease upon the terms and conditions of this Agreement, the railroad cars ("Cars") covered by the riders attached or added to this Agreement from time to time by agreement of the parties (each such rider, a "Rider"). All Cars leased pursuant to such Riders are subject to the terms of this Agreement, and in the event of any conflict between this Agreement and any Rider, the Rider shall control as to the Cars subject to such Rider." (Agreement ¶ 1.)

iii. Under the Agreement, Defendant was also to be responsible for additional interest on any rental amounts not paid within ten days of the date due. (Id. ¶ 5(c).)

iv. The Agreement made lessor First Union responsible for the "performance of all maintenance, repairs, and associated costs made necessary by ordinary wear and tear." (Id. ¶ 5(c).)

v. Upon termination of a lease term, HPPI was to return each car "at the location indicated in such rider, suitable for interchange service, empty and free from residue, clean and in the same good condition as when each Car was delivered to Lessee by Lessor, ordinary wear and tear excepted and in the condition required by the terms hereof." (Id. ¶ 13.) Any late return of the cars, as provided by the terms of the Agreement and Riders, would result in a 30-day continuation of the lease at the normal rate. Upon expiration of this 30-day period, the monthly rental for each overdue car would be set at one and one-half times the original monthly rate. (Id.)

vi. "With regard to any car or any matter arising under this agreement, any notice, demand, or request required or permitted to be made, given, or served by either party to or upon the other shall be in writing."

vii. The master lease did not contain an expiration date or any other language to suggest that it would lapse or otherwise require renewal.

c. Use of Riders

i. The first rider was dated June 11, 1998 -- concurrent with the Agreement itself -- and initiated a 2 year lease for 5 cars (RUSX9021, RUSX9049, RUSX9080, RUSX9132, and RUSX9174). (Pl.'s Ex. 46.)

ii. The second rider was signed in March of 1999. This Rider No. 2 initiated a 6 month lease for 1 car (TQEX 58171). (Pl.'s Ex. 47.)

iii. The third rider was signed on August 4, 1999. This Rider No. 3 renewed 1 car (TQEX 58171) for a 1 year lease. (Pl.'s Ex. 48.)

iv. The fourth rider was signed on February 29, 2000. This Rider No. 4 initiated a 2 year lease for 10 cars (FURX 870049, FURX 870066, FURX 870081, TQEX 58021, TQEX 58056, TQEX 58094, TQEX 58140, TQEX 58209, TQEX 58264, TQEX 58313). (Pl.'s Ex. 49.)

v. The fifth rider was signed on March 30, 2000. This Rider No. 5 initiated a 2 year lease for 5 cars (RUSX 9021, RUSX 9049, RUSX 9080, RUSX 9132, RUSX 9174). (Pl.'s Ex. 50.)

vi. The sixth rider was signed on July 7, 2000. This Rider No. 6 renewed 1 car (TQEX 58171) for a two year lease. (Pl.'s Ex. 51.)

vii. The essential terms of each rider would typically be set out in proposal letters sent prior to the rider's signing. Several of the riders contained references to some form of "appropriate lease documentation" that would be prepared in conjunction with the rider itself.

viii. The leases listed above were set to expire on or around March 31, 2002 for all 16 hopper cars leased by HPPI.

d. Lease Proposal Letter

i. On February 13, 2002, Maureen Horrigan ("Horrigan"), on behalf of First Union, sent Lloyd Heller ("Heller") on behalf of HPPI, an email attaching a "proposal letter for the renewal of the plastic pellet cars currently in your service." (Pl.'s Ex. 3.) The proposal letter was similar in form to those that had been sent between the parties before, and offered three different options of term and price according to which HPPI could renew the leases on all sixteen cars in its possession.

ii. A second proposal letter was sent via email on February 19, 2002. (Pl.'s Ex. 4.) This proposal offered higher monthly rates but would have shifted responsibility for "gates and hatches" to the lessor.

iii. On February 25, 2002, apparently in reference to prior phone conversations, Horrigan sent Heller an email directing him to sign the proposal letter dated February 13, 2002 "in order to process your renewal" and memorialize his interest in "the renewal of the equipment for one year at $325.00 per car ...

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