Atlas Van Lines, Inc. v. Dinosaur Museum

2016 UT App 30

THE UTAH COURT OF APPEALS

ATLAS VAN LINES, INC. AND ACTION MOVERS, INC.,
Appellants,
v.
THE DINOSAUR MUSEUM, SYLVIA CZERKAS,
AND STEPHEN CZERKAS,
Appellees.

Memorandum Decision
No. 20140941-CA
Filed February 19, 2016

Seventh District Court, Monticello Department
The Honorable George M. Harmond
No. 130700004

Walter J. Bird and James A. Wescoe, Attorneys
for Appellants
Daniel G. Anderson, Attorney for Appellees

JUSTICE JOHN A. PEARCE authored this Memorandum Decision, in
which JUDGES J. FREDERIC VOROS JR. and MICHELE M.
CHRISTIANSEN concurred.1

PEARCE, Justice:

¶1 Atlas Van Lines, Inc. and Action Movers, Inc.
(collectively, Atlas) appeal from the district court’s order

1. Justice John A. Pearce began his work on this case as a
member of the Utah Court of Appeals. He became a member of
the Utah Supreme Court thereafter and completed his work on
the case sitting by special assignment as authorized by law. See
generally Utah R. Jud. Admin. 3-108(3).
Atlas Van Lines v. The Dinosaur Museum

granting summary judgment to The Dinosaur Museum (the
Museum), Sylvia Czerkas, and Stephen Czerkas.2 We affirm.

¶2 The Museum, located in Blanding, Utah, owns and
displays dinosaur fossils and related materials. In 2011, Science
and Entertainment Strategies, LLC (S&E) contracted with the
Museum to temporarily obtain and display a number of the
Museum’s exhibits as part of the “Dinosaurs Invade Atlantic
City” exhibition at a casino in Atlantic City, New Jersey. S&E
entered into a transportation services agreement with Atlas, a
carrier of goods and property, to transport the exhibits. The
Museum was not a party to the contract between Atlas and S&E.

¶3 The Museum agreed to allow S&E to use its exhibits, but
it did not want to be responsible for the cost of shipping. Indeed,
the Museum consistently and frequently expressed concern
about the allocation of the exhibits’ shipping costs. As part of the
agreement between S&E and the Museum, S&E agreed to pay all
shipping costs. The Museum also contacted Atlas several times
to obtain assurances that it would not be on the hook for
payment.

¶4 On June 13, 2011, several weeks before Atlas was
scheduled to pick up the exhibits in Blanding, the Museum
emailed Atlas seeking confirmation that S&E would be liable for

2. In its complaint, Atlas named Sylvia Czerkas and Stephen
Czerkas as agents of the Museum. At oral argument, Atlas’s
counsel conceded that its claims were against the Museum alone
and that Sylvia Czerkas—and, presumably, Stephen Czerkas—
should not have been named in the complaint. We treat this
appeal as a dispute solely between Atlas and the Museum.

20140941-CA 2 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

the shipping expenses and that Atlas would not bill the
Museum.3 The June 13 email began,

Would you please confirm that [Atlas] has a
contract with [S&E] to transport exhibits from and
to *the Museum+ for the “Dinosaurs Invade
Atlantic City” exhibition, and that the payment for
these shipments will be made by [S&E] to [Atlas].
Please confirm that we will not receive a bill for
these shipments, and that the Bill of Lading will
show that [S&E] will pay directly for the
shipments.

The email also included a list of instructions regarding shipping
details. Atlas responded by email that same day, stating, “Yes,
[S&E] has a contract and will be invoiced and responsible for the
payment of these shipments.” Thereafter, Atlas picked up the
exhibits in Blanding and transported them to Atlantic City.

¶5 On September 1, while the exhibits were still in New
Jersey, the Museum emailed Atlas again. This email stated, “This
is to confirm the pick up date of the [S&E] show in Atlantic City
for which they are responsible for all shipping costs according to
your agreement with them. [The Museum] is not paying for the
shipping, and has no agreement with you.” Atlas apparently
failed to respond to this email. On September 6, the Museum
sent another email to Atlas. The September 6 email stated, in its
entirety,

Please confirm that your company will be paid
directly by [S&E] for this shipment, and that you
will be billing them for the shipping of the exhibit
from Atlantic City to [the Museum].

3. The June 13 email indicated that the planned pickup date for
the exhibits in Blanding was July 3.

20140941-CA 3 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

[The Museum] does not have a shipping agreement
with you, and is not responsible for paying the
shipping.
The arrangements, schedules, and payment
agreements, were made exclusively between
[Atlas] and [S&E].

Sometime in September, Atlas responded simply, “Yes, *S&E+
will be paying for the shipment from Atlantic City to [the
Museum+.”

¶6 Atlas picked up the exhibits in Atlantic City on September
11 and delivered them to the Museum in Blanding on September
17. Atlas would not release the exhibits to the Museum without
signatures on two separate bills of lading. The Museum signed
each bill, indicating on both that the signature was on behalf of
S&E and directing Atlas to “Bill to: *S&E+.”

¶7 Atlas sought but was unable to collect payment for the
shipping costs from S&E. After obtaining a default judgment
against S&E, and because it was unable to collect the shipping
costs from S&E due to S&E’s apparent insolvency, Atlas sought
payment from the Museum. The Museum disputed its
responsibility to pay the shipping costs, citing the prior email
conversations as confirmation that it was not responsible for the
costs of shipping the exhibits. The Museum also informed Atlas
that it “would not have participated in the exhibit without
assurance from [Atlas] that [the Museum] would in no way be
responsible for any shipping costs, and would not be billed for
them.”

¶8 Atlas brought this suit against the Museum to recover its
unpaid transportation costs. Both parties sought summary
judgment. The district court entered summary judgment in favor
of the Museum, ruling that the Museum was not a party to the
shipping contract between Atlas and S&E, that Atlas could not
recover on its theory of consignee liability, and that Atlas was

20140941-CA 4 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

equitably estopped from recovering the shipping costs from the
Museum. Atlas appeals.

¶9 Atlas argues that the district court erred in concluding
that the Museum was not liable for payment of the shipping
costs as a consignee.4 Atlas also contends that the district court
erred in finding that Atlas was equitably estopped from
recovering from the Museum. Because we affirm the district
court’s grant of summary judgment premised on equitable
estoppel, we need not address Atlas’s argument concerning
consignee liability.

¶10 The district court ruled that principles of equitable
estoppel barred Atlas from recovering against the Museum.
Whether the district court correctly applied the doctrine of
equitable estoppel presents a mixed question of law and fact.
Iota, LLC v. Davco Mgmt. Co., 2012 UT App 218, ¶ 12, 284 P.3d
681. “Because the equitable estoppel inquiry is highly fact-
sensitive, we properly grant the trial court’s decision a fair
degree of deference when we review the mixed question of
whether the requirements of the law of estoppel have been
satisfied in any given factual situation.” Id. (citation and internal
quotation marks omitted).

4. The parties agree that, in the realm of common-carrier law, a
carrier of goods may generally seek payment for transportation
services from two sources: the consignor that arranged for the
shipment of goods or the consignee that received the goods. See
Hilt Truck Lines, Inc. v. House of Wines, Inc., 299 N.W.2d 767, 770
(Neb. 1980). They do not dispute that generally the consignor is
primarily liable to the carrier for payment, while the consignee is
only secondarily liable, see id., and that “*t+hose default liability
provisions can be modified by contract,” Oak Harbor Freight
Lines, Inc. v. Sears Roebuck & Co., 513 F.3d 949, 955 (9th Cir. 2008).
In light of the parties’ agreement, and our resolution of this
matter on other grounds, we express no opinion on this
articulation of common-carrier law.

20140941-CA 5 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

¶11 Equitable estoppel requires (1) “a statement, admission,
act, or failure to act by one party inconsistent with a claim later
asserted,” (2) “reasonable action or inaction by the other party
taken or not taken on the basis of the first party’s statement,
admission, act or failure to act,” and (3) “injury to the second
party that would result from allowing the first party to
contradict or repudiate such statement, admission, act, or failure
to act.” Youngblood v. Auto-Owners Ins. Co., 2007 UT 28, ¶ 14, 158
P.3d 1088 (citation and internal quotation marks omitted). The
district court concluded that the Museum had established
equitable estoppel against Atlas because the Museum had
“reasonably relied on statements, admissions and actions by
*Atlas+, which *Atlas+ later repudiated, to *the Museum’s+
detriment.”

¶12 Atlas challenges the district court’s findings with respect
to the first and second elements of equitable estoppel. With
regard to the first element, the district court found that the
Museum’s emails requesting Atlas’s assurances that the
Museum would not be billed for shipping expenses, along with
Atlas’s responses confirming that S&E would be responsible for
shipping, constituted an admission or act that was inconsistent
with Atlas’s later claim that the Museum was liable for shipping
costs. On appeal, Atlas seeks to recharacterize the emails and
contends that its representations to the Museum “merely state
that the primary responsible party for the freight charges is
*S&E+” and that the emails “never expressly or implicitly
eliminate[d]” the Museum’s secondary responsibility. Thus,
Atlas argues that its email statements are not inconsistent with
its later attempt to hold the Museum responsible for payment on
a theory of consignee liability.

¶13 The district court did not err in concluding that Atlas’s
claim that the Museum is responsible for payment is inconsistent
with the earlier representations Atlas made to the Museum. In
the June 13 email, the Museum asked Atlas to confirm that S&E
was responsible for the shipping costs and that the Museum
“will not receive a bill for these shipments.” In the September

20140941-CA 6 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

emails, the Museum sought confirmation that it “does not have a
shipping agreement with [Atlas], and is not responsible for
paying the shipping.” In both instances, Atlas responded in the
affirmative without qualification or reservation.5 Further, in
support of its motion for summary judgment, the Museum
submitted an affidavit stating that “*a+ll oral conversations and
emails between [the Museum] and [Atlas] were that [S&E]
would be solely responsible for all shipping costs for the exhibits
and *the Museum+ would have no responsibility for the same.”
Atlas did not present an affidavit or other competent evidence
contradicting the Museum’s sworn statement.6 Against this
evidentiary record, Atlas has not established that the district
court acted outside of its discretion in interpreting the emails as
representations that the Museum was not responsible for the
shipping costs and would not be billed even if S&E failed to pay.

¶14 To satisfy the second prong, the Museum must have taken
“reasonable action or inaction . . . on the basis of” Atlas’s email
assurances. See Youngblood, 2007 UT 28, ¶ 14 (citation and
internal quotation marks omitted). The district court determined

5. We agree with the Museum that Atlas is now trying to
characterize its “Yes” as “Yes, unless S&E does not pay.” This
characterization is not reflected in the plain language of the
emails. Atlas conceded at oral argument that its email statements
represented an “incomplete response” to the Museum’s
confirmation requests “that was not prepared by somebody who
is steeped in the vagaries of interstate freight charge
jurisprudential authority.” Although that may be true, it does
not render Atlas’s subsequent actions consistent with its earlier
representations. Nor does it address the undisputed affidavit
testimony about conversations in which Atlas represented that
S&E would be solely responsible to pay for shipping.

6. Atlas did not submit any affidavit evidence to the district
court, either in support of its own motion for summary
judgment or in opposition to the Museum’s.

20140941-CA 7 2016 UT App 30
Atlas Van Lines v. The Dinosaur Museum

that the Museum took reasonable action based on Atlas’s
assurances by accepting shipment of the exhibits and signing the
bills of lading provided by Atlas’s drivers. Atlas argues that
because the Museum agreed to the shipment of the exhibits
before some of the email communications occurred, the Museum
did not act in reliance on these communications.

¶15 The record does not support Atlas’s characterization of
the facts. Atlas points us to shipping instructions included in the
Museum’s June 13 email as evidence that the Museum had
already agreed to ship the exhibits with Atlas before Atlas
confirmed that “Yes, *S&E+ has a contract and will be invoiced
and responsible for the payment of these shipments.” But that
same email indicated an initial shipping date of July 3, giving the
Museum several weeks to cancel the shipment or make other
arrangements if its concerns about being responsible for
payment were not alleviated. Atlas does not argue that the
Museum could not have changed or cancelled its shipping plans
between June 13 and July 3. The Museum also presented an
affidavit testifying that it would never have permitted Atlas to
ship its exhibits if it had not received assurances that it would
not be liable for payment. On this record, Atlas has not
demonstrated that the district court erred in determining that the
Museum relied on Atlas’s assurances when it accepted its
exhibits from Atlas and signed the bills of lading upon the
exhibits’ return.

¶16 Atlas has not met its burden of demonstrating that the
district court erred, and the record is sufficient to support the
district court’s ruling that Atlas is equitably estopped from
seeking payment from the Museum. We therefore affirm the
district court’s ruling that equitable estoppel bars Atlas from
recovering from the Museum.

20140941-CA 8 2016 UT App 30