Eco Solutions, LLC, et al v. Verde Biofuels, Inc., et al

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 12-11760
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D.C. Docket No. 4:09-cv-00125-HLM
ECO SOLUTIONS, LLC,
Plaintiff - Counter Defendant - Appellant,
PREMIER POLYMERS, LLC,
Plaintiff - Counter Defendant,
versus
VERDE BIOFUELS, INC.,
R. SAMUEL BELL, JR.,
Defendants - Third Party Plaintiffs –
Counter Claimants - Appellees,
GEORGE THOMAS PEEPLES, et al.,
Third Party Defendants.
________________________
Appeal from the United States District Court
for the Northern District of Georgia
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(May 9, 2013)
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Before MARTIN, HILL and BARKSDALE,∗ Circuit Judges.
PER CURIAM:
This appeal arises from the grant of summary judgment in favor of
Defendant R. Samuel Bell, Jr., in a contract dispute with Eco Solutions, LLC. Bell
guaranteed certain financial obligations of Verde Biofuels, Inc. Eco argues that
summary judgment should have been granted in its favor or, alternatively, that this
dispute should have been sent to a jury.
This Court reviews de novo a district court’s order granting summary
judgment. St. Charles Foods, Inc. v. America’s Favorite Chicken Co., 198 F.3d
815, 819 (11th Cir. 1999). Summary judgment is appropriate where a court finds
that no genuine dispute of material fact exists “and that the moving party is entitled
to judgment as a matter of law.” Id. (quotation marks omitted). “When reviewing
a grant of summary judgment, we may affirm on any adequate ground, regardless
of whether the district court relied on that ground.” McCabe v. Sharrett, 12 F.3d
1558, 1560 (11th Cir. 1994).
Eco Solutions, LLC, a seller of biodiesel fuel, and Verde Biofuels, Inc., a
buyer of biodiesel fuel, amended their sales contract in February of 2008 at a time
when Verde was already significantly indebted to Eco. Contemporaneously with
the Amended Agreement, Bell, the owner and president of Verde, signed a
∗ Honorable Rhesa H. Barksdale, United States Circuit Judge for the Fifth Circuit, sitting by
designation.
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Guaranty Agreement, personally guaranteeing to pay all future debts to Eco, but
assuming no personal liability on past debts. Specifically, the guaranty was for
“debts, liabilities, and obligations [which] may accrue after the execution hereof,”
but not for “the debts, liabilities, and obligations . . . which accrued or were
incurred before the execution of this Guaranty.” The parties have looked to
Georgia law in arguing this case, and we will do the same in deciding it.
The central question of this contract dispute is whether the money paid by
Verde after the Amended Agreement, presumably for new shipments of biodiesel
fuel, but allocated by Eco to pay down Verde’s past debts, increases Bell’s liability
under the Guaranty Agreement. As the district court pointed out, “[i]t is
undisputed that, if all post-[Amended] Agreement payments made by Defendant
Verde are applied to invoices for post-[Amended] Agreement shipments, there is a
zero balance on Defendant Bell’s Guaranty.”
Because we find that the Guaranty Agreement was unambiguously confined
to Verde’s future debts and it is undisputed that Verde paid Eco more than enough
money to cover its orders after the Amended Agreement, we affirm the district
court. “[T]he cardinal rule of contract construction is to determine the intent of the
parties.” Flynt v. Life of South Ins. Co., 718 S.E.2d 343, 347 (Ga. Ct. App. 2011);
see also Ga. Code Ann. § 13-2-3 (2012). “There is a strong public policy in favor
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of enforcing contracts as written and agreed upon.” Daniel v. Daniel, 301 S.E.2d
643, 645 (Ga. 1983).
Under Georgia law, “the trial court must [first] decide whether the contract
language is clear and unambiguous. If it is, the trial court simply enforces the
contract according to its clear terms; the contract alone is looked to for meaning.”
Importers Serv. Corp. v. GP Chem. Equity LLC, 476 F. App’x 717, 720 (11th Cir.
2012) (quoting McKinley v. Coliseum Health Grp., LLC, 708 S.E.2d 682, 684 (Ga.
Ct. App. 2011)). “If the language . . . is clear, unambiguous, and capable of only
one reasonable interpretation, no construction is necessary or even permissible by
the court.” Laun v. AXA Equitable Life Ins. Co., 716 S.E.2d 760, 763 (Ga. Ct.
App. 2011) (quotation marks omitted).
The Guaranty Agreement clearly and unambiguously states that it applies to
future indebtedness not past debts. We conclude that the one reasonable
interpretation is that Bell was liable for future debts and not liable for past debts.
Therefore, the construction of the contract that Eco advocates here, in which Bell
will essentially be held liable for debts that pre-dated the Guaranty Agreement, is
contrary to the intent of the parties and the guaranty. For this reason, we affirm the
district court’s grant of summary judgment in favor of Bell.
AFFIRMED.
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