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Allen v. Uncle John Holdings, LLC

United States District Court, S.D. Alabama, Southern Division

May 2, 2019

JARED ALLEN, et al., Plaintiffs,
UNCLE JOHN HOLDINGS, LLC, et al., Defendants.



         This action is before the Court on the motion for summary judgment filed by Defendants Momentum Engineering, Inc. and Momentum GOM, Inc.; Plaintiffs Jared Allen, Justin Allen, James Hayes, Jason Keezer, Michael Lunsford, and Sanjay Ramachandran response; and Defendants' reply; and Plaintiffs' motion to strike and Defendants' reply (docs. 52, 56-59).

         Upon consideration and for the reasons set forth herein:

1) The motion for summary judgment is GRANTED in favor of Momentum Engineering, Inc. and Momentum GOM, Inc. as to the Claim for Unpaid Overtime (Count II). Accordingly, Count II is dismissed as to these Defendants;
2) The motion for summary judgment is GRANTED in favor of Momentum Engineering, Inc. as to the Claim for Earned Wages (Count I) and the Claim for Breach of Contract and Loss of Earnings (Count III); and
3) Plaintiffs' motion to strike is DENIED.

         I. Count I - Motion for summary judgment as to Plaintiffs' claims for wages earned

         A. Factual and procedural background[1]

         The M/V Uncle John was purchased at bankruptcy auction by James Larsen. He paid the deposit and then, as the sole member, formed Uncle John Holding LLC. Title to the vessel was transferred to the LLC. Another investor, Brian Chang, financed the balance of the purchase price. Thirty days later, a Chang entity became the 100 per cent owner/member of Uncle John Holding LLC (doc. 52-1, p. 4-9, Larsen deposition).

         On December 7, 2015, Larsen and Momentum Far East Pte Ltd entered into an agreement with Uncle John Holding whereby Larsen and Momentum Far East, “collectively known as ‘Momentum'” were “appointed as broker for Uncle John to facilitate the successful charterparty or sale of the vessel” (doc. 52-1, p. 7, Larsen deposition; doc. 52-2, p. 3, Contract). Per the December agreement, “Momentum” would receive 50% of the profits of the sale or transaction of a charterparty, less expenses and disbursements (doc. 52-2, pp. 2, 5). This arrangement contemplated that Uncle John Holding, LLC would incur expenses and make disbursements on behalf of the vessel. Id.

         The December agreement also listed Momentum Engineering, LLC as a party, but the name is stricken on the copy filed with the court. And, when Larsen signed the December agreement, it appears he struck Momentum Engineering, LLC off the signature page, indicating that he was not signing on behalf of Momentum Engineering, LLC. Larsen and another individual, Abdullah, were co-members of Momentum Engineering. According to Larsen, Abdullah and Momentum Engineering were not involved in the purchase of the vessel or the work performed on the vessel (doc 52, p. 4; doc. 57-1, p. 2-3).

         Larsen formed Momentum GOM, Inc. in 2016 to deal specifically with the M/V Uncle John and then substituted it for Momentum Far East as a party to the December agreement (doc. 52-1, p. 2, Larsen deposition).[2] Larsen is the sole shareholder of Momentum GOM (Id.). In the December agreement, the parties agreed to certain procedures regarding work or services to be carried out on the vessel (doc. 52-2, p. 3). As part of the work to get the vessel in working condition, the saturation dive system needed to be certified. Larsen acted as the “vessel owner's representative in relation to work done on the SAT system….” (doc. 52-1, p. 10). To accomplish this task, Larsen's company Momentum GOM entered into a consultant contract with William Bishop (doc. 52-1, p. 2).

         Bishop then hired the Plaintiffs and supervised the work on the saturation dive system on the vessel (doc. 52, p. 4; doc. 52-1, p. 2, 12, Larsen deposition). Bishop also assisted the Plaintiffs in submitting an invoice for the work performed (doc. 57-2, p. 3, Bishop deposition). These invoices were were addressed to “Momentum Engineering” (doc. 56-1, Invoices).

         Momentum GOM and Larsen do not dispute that the Plaintiffs worked on the saturation dive system or the amount of money owed to the Plaintiffs (doc. 52, p. 4). However, Larsen testified at deposition that he expected Uncle John Holding, as the owner of the vessel, to pay Bishop and the Plaintiffs for their work (doc. 52-1, p. 12).

         B. Conclusions of Law

         1. Standard of Review

         “The court shall grant summary judgment if the movant shows that 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) (Dec. 2010). Defendants, as the parties seeking summary judgment bear “the initial burden to show the district court, by reference to materials on file, that there are no genuine issues of material fact that should be decided at trial.” Clark v. Coats & Clark, Inc., 929 F.2d 604, 608 (11th Cir. 1991) (the party seeking summary judgment “always bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of ‘the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any,' which it believes demonstrate the absence of a genuine issue of material fact.”) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 2553 (1986)). In deciding whether the Defendants have met their initial burden, the Court must review the record and draw all reasonable inferences therefrom in a light most favorable to Plaintiffs, as the non-moving parties. See Whatley v. CNA Ins. Co., 189 F.3d 1310, 1313 (11th Cir. 1999).

         Once Defendants meet this responsibility, the burden shifts to Plaintiffs, as the non-movants, to show the existence of a genuine issue of material fact that would preclude summary judgment. See Matsushita Elec. Indus. Co. Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). “In reviewing whether the [non-movants have met their] burden, the court must stop short of weighing the evidence and making credibility determination of the truth of the matter. Instead, the evidence of the non-movants is to be believed, and all justifiable inferences are to be drawn in [their] favor.” Tipton v. Bergrohr GMBH-Siegen, 965 F.2d 994, 999 (11th Cir. 1992) (citing Anderson v. Liberty Lobby, 477 U.S. 242, 255, 106 S.Ct. 2505 (1986) ((bracketed text added). However, Defendants would be entitled to summary judgment if Plaintiffs fail “to make a sufficient showing on an essential element of [their] case with respect to which [they have] the burden of proof.'” In re Walker, 48 F.3d 1161, 1163 (11th Cir. 1995) (quoting Celotex Corp., 477 U.S. at 323, 106 S.Ct. at 2552) (bracketed text added). Overall, the Court must “resolve all issues of material fact in favor of the [Plaintiffs], and then determine the legal question of whether [Defendants are] entitled to judgment as a matter of law under that version of the facts.” McDowell v. Brown, 392 F.3d 1283, 1288 (11th Cir. 2004) (citing Durruthy v. Pastor, 351 F.3d 1080, 1084 (11th Cir. 2003)) (bracketed text added).

         The mere existence of any factual dispute will not automatically require denial of a motion for summary judgment; rather, only factual disputes that are material preclude entry of summary judgment. Lofton v. Secretary of Dept. of Children and Family Services, 358 F.3d 804, 809 (11th Cir. 2004). “An issue of fact is material if it is a legal element of the claim under the applicable substantive law which might affect the outcome of the case. It is genuine if the record taken as a whole could lead a rational trier of ...

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