Ease Logistics Services, LLC v. Ray's Transport, Inc.

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
EASE LOGISTICS SERVICES, LLC,
Plaintiff,
Civil Action 2:24-cv-3240
v.
Magistrate Judge Elizabeth P. Deavers
RAY’S TRANSPORT, INC.,
Defendants.
ORDER AND OPINION
This matter is before the Court on Defendant’s Motion for Summary Judgment (Def.’s
Mot., ECF No. 21) and Plaintiff’s Motion for Summary Judgment (Pl.’s Mot., ECF No. 24). For
the following reasons, the Court DENIES in part and GRANTS in part Defendant’s Motion
(Def.’s Mot., ECF No. 21) and DENIES Plaintiff’s Motion (ECF No. 24).
I. 	BACKGROUND
Plaintiff initiated this action on June 17, 2024, alleging breach of contract and negligence
claims against Defendant for failure to properly deliver a shipment of automotive batteries.
(Compl., ECF No. 3.) Plaintiff is a transportation and logistics solutions company that connects
companies with shipping needs to a nationwide network of shipping companies. (Id. at PageID
26.) Defendant is a transportation company. (Id. at PageID 25.)
In 2021, the parties executed a Broker-Carrier Agreement (“Agreement”) which
“govern[s] Carrier’s performance and obligations pertaining to transportation services for freight
tendered to Carrier hereunder.” (Exhibit A, Compl. at PageID 32.) The Agreement contains a
clause assigning liability in the event of loss or damage to a shipment (“Liability Provision”) and
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an indemnification clause (“Indemnification Provision”). (Id. at PageID 33–34.) Plaintiff
arranged for Defendant to transport a shipment of seventeen crates of automotive batteries for
Plaintiff’s customer, General Motors (“GM”) from Wixom, Michigan to Brownstown, Michigan.
(Mosawi Aff., ECF No. 21-1, at ¶¶ 4, 6, 9.) On November 20, 2024, Defendant delivered the
shipment. (Id. at ¶ 9.) After delivery, GM inspected the shipment, discovered three damaged
batteries in one crate, and concluded that all of batteries were unusable. (Id. at ¶¶ 20–24; ECF
No. 25-2, at PageID 408.)
GM submitted a claim to Plaintiff for the unusable shipment. (Caudill Dep., ECF No. 25-
1, at 7:10–9:2; Mosawi Aff. at ¶ 28.) Plaintiff notified Defendant of this claim and requested
payment. (Id. at 23:2–21; Coratola Dep., ECF No. 23-1, at 32:8–9; ECF No. 25-2, at PageID
402.) Plaintiff settled GM’s claim for $250,000.00, the maximum possible amount under their
contract, and seeks to recover this settlement amount, among other damages, from Defendant.
(Mosawi Aff. at ¶¶ 25, 33–34; ECF No. 25-2, at PageID 402; Coratola Dep. at 40:6–10; Compl.
at PageID 31.) Plaintiff did not inspect the shipment or investigate GM’s claim that the entire
shipment of batteries was unusable. (Mosawi Aff. at ¶ 27; Caudill Dep. at 29–23.) Plaintiff
brings two counts against Defendant: Count I, Breach of Contract and Failure of Duty of Good
Faith and Fair Dealing, and Count II, Negligence. (Compl. at PageID 29–31.)
Defendant moves for summary judgment on “all claims.”1 (Def.’s Mot. at PageID 77.)
Plaintiff filed a Memorandum in Opposition (“Pl.’s Resp., ECF No. 33), and Defendant filed a
Reply (Def.’s Reply, ECF No. 37). Plaintiff moves for summary judgment on its breach of
contract claim based on Defendant’s alleged breach of the Indemnification Provision. (Pl.’s Mot.
1 The Court notes while Defendant purports to move for summary judgment on Plaintiff’s entire
Complaint, neither party addresses Plaintiff’s claim for “failure of duty of good faith and fair
dealing.”
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at PageID 330.) Defendant filed a Memorandum Contra (Def.’s Resp., ECF No. 34), and
Plaintiff filed a Reply (Pl.’s Reply, ECF No. 35). Accordingly, this matter is ripe for judicial
review.
II. 	STANDARD OF REVIEW
Under Federal Rule of Civil Procedure 56(a), “[t]he 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). The burden of proving that no
genuine issue of material fact exists falls on the moving party, “and the court must draw all
reasonable inferences in the light most favorable to the nonmoving party.” Stransberry v. Air
Wisconsin Airlines Corp., 651 F.3d 482, 486 (6th Cir. 2011) (citing Vaughn v. Lawrenceburg
Power Sys., 269 F.3d 703, 710 (6th Cir. 2001)); cf. Fed. R. Civ. P. 56(e)(2) (providing that if a
party “fails to properly address another party’s assertion of fact” then the Court may “consider
the fact undisputed for purposes of the motion”).
“Once the moving party meets its initial burden, the nonmovant must ‘designate specific
facts showing that there is a genuine issue for trial.’” Kimble v. Wasylyshyn, 439 F. App’x 492,
495 (6th Cir. 2011) (quoting Celotex Corp. v. Catrett, 477 U.S. 317–324 (1986)); see also Fed.
R. Civ. P. 56(c)(a)(A) (requiring a party maintaining that a fact is genuinely disputed to “cit[e] to
particular parts of materials in the record”). “The nonmovant must, however, do more than
simply show that there is some metaphysical doubt as to the material facts, . . . there must be
evidence upon which a reasonable jury could return a verdict in favor of the non-moving party to
create a genuine dispute.” Lee v. Metro. Gov’t of Nashville & Davidson Cty., 432 F. App’x 435,
441 (6th Cir. 2011) (citations and quotations omitted).
In considering the factual allegations and evidence presented in a motion for summary
judgment, the Court “must afford all reasonable inferences, and construe the evidence in the light
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most favorable to the nonmoving party.” Cox v. Kentucky Dep’t of Transp., 53 F.3d 146, 150
(6th Cir. 1995) (citation omitted). “When a motion for summary judgment is properly made and
supported and the nonmoving party fails to respond with a showing sufficient to establish an
essential element of its case, summary judgment is appropriate.” Stransberry, 651 F.3d at 486
(citing Celotex, 477 U.S. at 322–23). In addition, “[t]he fact that both parties have moved for
summary judgment does not mean that the court must grant judgment as a matter of law for one
side or the other . . . . Rather, the court must evaluate each party’s motion on its own merits. . . .”
Taft Broad. Co. v. United States, 929 F.2d 240, 248 (6th Cir. 1991).
III. 	ANALYSIS
The Court will first address Defendant’s Motion for Summary Judgment and then move
to Plaintiff’s Motion for Summary Judgment.
A. 	Defendant’s Motion for Summary Judgment
Defendant moves for summary judgment on both Plaintiff’s breach of contract and
negligence claims. For the following reasons, the Court DENIES Defendant summary judgment
on Plaintiff’s breach of contract claim and GRANTS Defendant summary judgment on
Plaintiff’s negligence claim.
i. 	Count I – Breach of Contract
The Court finds that Defendant is not entitled to summary judgment on Plaintiff’s breach
of contract claim. Defendant argues that Plaintiff brings breach of contract claims under two
provisions in the parties’ agreement: the Liability Provision and the Indemnification Provision.
First, Plaintiff does not bring a breach of contract claim under the Liability Provision as
Defendant claims. (Def.’s Mot. at PageID 85 (“Ease claims that Ray’s breached two contract
provisions. The first provision is “8. Carrier’s Cargo Liability”.) (as in original).) The relevant
portion of Plaintiff’s breach of contract claim is as follows:
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Plaintiff and Defendant entered into a written agreement for the
shipment of the Automotive Batteries as described in the preceding
paragraphs.
Plaintiff performed its obligations under the agreements.
Defendant breached the agreements by (a) failing to properly deliver
the shipment of Automotive Batteries; (b) failing to observe and
follow all of the terms of the Master Agreement, Rate Confirmation
Sheet and Bill of Lading; (c) failing to indemnify and hold Plaintiff
harmless from claims arising from the damaged shipment; and, (d)
failing to provide the agreed-to insurance.
***
As a result of Defendant’s breach, Plaintiff has suffered lost profits
and other damages.
***
(Compl. at PageID 30.)
Plaintiff does not mention the Liability Provision in its Complaint, either in its breach of
contract count or its factual allegations. The Court cannot grant summary judgment on a claim
that does not exist. Fed. R. Civ. P. 56(a) (“A party may move for summary judgment,
identifying each claim or defense — or the part of each claim or defense — on which summary
judgment is sought.”). Accordingly, the parties’ arguments on this issue are irrelevant, and the
Court omits any discussion of them. The Court, however, does note that it is not surprising that
Plaintiff did not attempt to bring a breach of contract claim under the Liability Provision, given
that the Liability Provision is a clause that allocates and quantifies the parties’ liability in the
event of loss, damage, or destruction of goods or property. This allocation and quantification of
liability do not affect Plaintiff’s ability to prove its breach of contract claim—whether the parties
entered a contract, Plaintiff performed under the contract, Defendant breached the contract, and
Defendant’s breach caused Plaintiff damage or loss.
Second, Defendant misinterprets Plaintiff’s breach of contract claim under the
Indemnification Provision. In the Complaint, Plaintiff alleges that Defendant breached the
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agreements by “failing to indemnify and hold Plaintiff harmless from claims arising from the
damaged shipment . . . .” (Compl. at PageID 29–30 (emphasis added).) The Agreement
Indemnification Provision provides that
CARRIER 	WILL 	INDEMNIFY, 	DEFEND 	AND 	HOLD
HARMLESS 	BROKER, 	ITS 	AFFILIATES 	AND 	ITS
CUSTOMERS 	(AS 	INTENDED 	THIRD 	PARTY
BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES
(AS 	DEFINED 	BELOW) 	ARISING 	OUT 	OF 	OR 	IN
CONNECTION WITH THE TRANSPORTATION SERVICES
PROVIDED UNDER THIS CONTRACT, INCLUDING, BUT
NOT 	LIMITED 	TO, 	THE 	LOADING, 	UNLOADING,
HANDLING, TRANSPORTATION, POSSESSION, CUSTODY,
TOWING, STORAGE, CLEAN-UP, USE OR MAINTENANCE
OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS
CONTRACT (INCLUDING BREACH HEREOF) BY CARRIER
OR 	ANY 	CARRIER 	REPRESENTATIVE. 	. 	. 	. 	CARRIER
AGREES 	THAT 	BROKER 	MAY 	SETTLE 	ANY 	CLAIMS
ASSERTED, WHETHER FILED IN COURT OR THREATENED
TO BE FILED, RELATED TO LOSSES, ON COMMERCIALLY
REASONABLE 	TERMS 	AND 	THAT 	CARRIER 	WILL
REIMBURSE BROKER FOR THE FULL AMOUNT OF THE
SETTLEMENT 	AND 	COSTS, 	INCLUDING 	ATTORNEYS’
FEES. “Losses” mean any and all losses, liabilities, obligations,
personal injury, bodily injury, property damage, loss or theft of
property, damages, penalties, actions, causes of action, claims, suits,
demands, costs and expenses of any nature whatsoever, including
reasonable attorneys’ and paralegals’ fees and other costs of
defense, investigation and settlement, costs of containment, cleanup
and remediation of spills, towing of trucks and/or trailers (including
carrier’s trucks and/or trailers), releases or other environmental
contamination and costs of enforcement of indemnity obligations.
(Id. at PageID 33.)
Defendant argues that Plaintiff’s “claim based on the contract’s Indemnification
provision fails” because Plaintiff “cannot establish that the alleged cargo damage was a loss
‘arising out of or in connection with the transportation services provided under this contract’ if it
cannot prove the damage occurred during transit.” (Def.’s Mot. at PageID 86.) Plaintiff
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counters that Defendant ignores the precise language of the Agreement on which Plaintiff bases
its indemnification claim. 2 (Pl.’s Resp. at PageID 464.)
The Court agrees with Plaintiff. Plaintiff does not seek indemnification for a loss defined
as damage to the cargo. Plaintiff seeks indemnification for a loss defined as a claim against it:
“Defendant breached the agreements by . . . (c) failing to indemnify and hold Plaintiff harmless
from claims arising from the damaged shipment . . . .” (Compl. at PageID 29–30.) In addition,
the plain language of the Indemnification Provision does not require Plaintiff to prove that
Defendant damaged a shipment to seek indemnification for a loss, defined as a claim, arising out
of or in connection with the transportation services provided by Defendant pursuant to the
Agreement. Accordingly, the Court DENIES Defendant summary judgment on Plaintiff’s
breach of contract claim.
ii. 	Count II – Negligence
The Court concludes that Defendant is entitled to summary judgment on Plaintiff’s
negligence claim. Defendant challenges Plaintiff’s negligence claim on the breach of duty,
proximate cause, and damages elements. (Def.’s Mot. at PageID 82–84.) The Court, however,
will only address Defendant’s Motion regarding the breach of duty element for reasons explained
below. 3
Plaintiff alleges that Defendant “owed Plaintiff a duty to handle the shipment of
Automotive Batteries with reasonable care” and Defendant breached that duty “by failing to: (1)
2 Within Plaintiff’s response to Defendant’s arguments regarding indemnification, Plaintiff also
argues that its settlement with GM was commercially reasonable. (Pl.’s Resp. at PageID 464.)
Defendant disputes this argument in its Reply. (Def.’s Reply, at PageID 555–56.) Although
Defendant correctly notes that Plaintiff has proffered different standards under which Defendant
must indemnify Plaintiff throughout the summary judgment briefing, the Court will not analyze
whether the settlement was commercially reasonable here as Defendant does not move for
summary judgment on this basis.
3 Defendant does not dispute that it owed Plaintiff a duty of care.
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properly transport the shipment; (2) properly hire, train and/or supervise Defendant’s drivers;
and/or, (3) properly inspect, select and/or maintain equipment used to transport the subject
shipment of Automotive Batteries.” (Compl. at PageID 30.) Defendant contends that Plaintiff
does not have any evidence that Defendant acted negligently in transporting the batteries and
argues that the evidence in the record indicates the opposite. (Def.’s Mot. at PageID 82–83.)
Plaintiff’s entire response to Defendant’s argument is as follows:
Ease has also pleaded a claim for negligence. Even if the contract
did not control, there are triable fact issues as to whether Ray’s
breached its duty of care by failing to inspect or secure the shipment.
Ray’s proximity to the cargo and its failure to act creates a plausible
factual basis for negligence.
(Pl.’s Resp. at PageID 466.)
“The moving party need not produce evidence showing the absence of a genuine issue of
material fact; rather, ‘the burden on the moving party may be discharged by showing—that is,
pointing out to the district court—that there is an absence of evidence to support the nonmoving
party’s case.’” Livingston v. Cent. States, Se. & Sw. Areas Health & Welfare Fund, 900 F. Supp.
108, 114 (E.D. Mich. 1995) (quoting Celotex, 477 U.S. at 325). “Once the moving party
discharges that burden, the burden shifts to the nonmoving party to set forth specific facts
showing a genuine triable issue.” Id. (citations omitted).
As an initial matter, in contrast to what Plaintiff claims in its Response, it did not allege
that Defendant breached its common-law duty of care by failing to inspect or secure the
shipment in its Complaint. Even construing this assertion as falling within Plaintiff’s allegation
that Defendant failed to properly transport the shipment, Plaintiff fails to present “significant
probative evidence in support” of its claim that Defendant breached its duty of care to Plaintiff.
Moore v. Philip Morris Companies, Inc., 8 F.3d 335, 340 (6th Cir. 1993). 	As Defendant
correctly notes, Plaintiff provides nothing more than conclusory statements in response to
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Defendant’s contention that there is no evidence. This is far from sufficient to overcome
Defendant’s Motion. See Am. C.L. Union of Kentucky v. Mercer Cnty., Kentucky, 240 F. Supp.
2d 623, 624–25 (E.D. Ky. 2003) (“Conclusory allegations are not enough to allow a nonmoving
party to withstand a motion for summary judgment.”), aff’d sub nom. Am. C.L. Union of
Kentucky v. Mercer Cnty., Ky., 432 F.3d 624 (6th Cir. 2005).
The Court finds that Plaintiff fails to raise a genuine issue of material fact sufficient to
survive summary judgment. As Plaintiff must prove all elements of its negligence claim, and the
Court finds that no reasonable jury could find in favor of Plaintiff on the breach of duty element,
the Court declines to address Defendant’s arguments on the remaining elements. See Mowry v.
United States, No. 5:19-CV-00627, 2021 WL 1857132, at *1 (N.D. Ohio May 10, 2021) (“To
prevail under Ohio law on a negligence claim, Plaintiffs must prove ‘(1) a duty requiring the
defendant to conform to a certain standard of conduct, (2) breach of that duty, (3) a causal
connection between the breach and injury, and (4) damages.’”) (emphasis added) (citing
Mussivand v. David, 45 Ohio St. 3d 314, 318–19 (1989)). Accordingly, the Court GRANTS
Defendant’s motion for summary judgment on Plaintiff’s negligence claim.
B. 	Plaintiff’s Motion for Summary Judgment
Plaintiff moves for summary judgment on its breach of contract claim under the
Indemnification Provision. The Court finds that Plaintiff is not entitled to summary judgment
and DENIES its Motion.
Plaintiff argues that there is no genuine dispute of material fact that its settlement with
GM was commercially reasonable, and Defendant is therefore obligated to indemnify it for that
settlement. (Pl.’s Mot. at PageID 330, 333–34.) Plaintiff claims the settlement was
commercially reasonable under Ohio law, citing to the requirements in Globe Indem. Co. v.
Schmitt, 142 Ohio St. 595, 604 (1944). (Id. at PageID 332–34.) In addition, Plaintiff claims that
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even if the Court found that the settlement was not reasonable under Globe, then Plaintiff’s
indemnification rights must be enforced under the plain language of the Agreement. (Id. at
PageID 332.) Defendant counters that the settlement was not commercially reasonable under
Globe and refers the Court to Section II.B of its Motion for Summary Judgment for its response
to “the merits of Plaintiff’s breach of contract claim outside the Globe construct advocated for by
Plaintiff.” (Def.’s Resp. at PageID 470–79.) In its Reply, Plaintiff completely reverses its
position. (Pl.’s Reply, at PageID 526–28.) Plaintiff argues that Defendant’s “reliance” on Globe
is incorrect, and the parties’ Indemnification Provision governs. (Id.) Plaintiff also asserts that if
the Court were to apply the Globe requirements, Plaintiff is entitled to indemnification. (Pl.’s
Reply, at PageID 526–28.)
The law in Ohio4 is clear that the Globe common-law requirements are inapplicable here.
The Ohio Supreme Court has expressly held “that the inclusion of an indemnification provision
in a contract shows clear intent by the parties to deviate from the common law, and thus, the
parties are not required to also include an express statement in the contract abrogating the
common law for the common law not to apply.” Wildcat Drilling, L.L.C. v. Discovery Oil &
Gas, L.L.C., 2023-Ohio-3398, 172 Ohio St. 3d 160, 165, 222 N.E.3d 621, 628. Accordingly, the
Indemnification Provision governs Defendant’s obligation to indemnify Plaintiff, rendering most
of both parties’ arguments completely immaterial.
The relevant portion of the Indemnity Provision provides that the “Carrier agrees that
broker may settle any claims asserted, whether filed in court or threatened to be filed, related to
losses, on commercially reasonable terms and that carrier will reimburse broker for the full
4 “When jurisdiction is based on diversity of citizenship, as it is here, ‘state substantive law is
used when interpreting contract provisions.’” List Indus., Inc. v. Umina, No. 3:18-CV-199, 2021
WL 2916967, at *7 (S.D. Ohio July 12, 2021) (quoting Whitt Mach., Inc. v. Essex Ins. Co., 377
F. App’x 492, 495–96 (6th Cir. 2010)).
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amount of the settlement and costs, including attorneys’ fees.” (Compl. at PageID 33.) Plaintiff
asserts, and the Court agrees, that Defendant’s obligation to reimburse Plaintiff depends on
whether Plaintiff’s settlement was commercially reasonable. (Pl.’s Mot. at PageID 332 (The
Indemnification Provision “obligates Ray’s to reimburse Ease, so long as the settlement terms
were commercially reasonable.”). Even with its unexplained reversal in position, Plaintiff fails
to demonstrate that its settlement was commercially reasonable under the Agreement’s plain
language as a matter of law.
In its Motion, Plaintiff’s only relevant argument is that “even if Ease failed to meet any
of the three Globe factors, Ease’s right to indemnification must still be enforced due to the plain
language of its contract with Ray’s.” (Pl.’s Mot. at PageID 332.) Plaintiff’s single, conclusory
statement is far from sufficient to meet its burden on summary judgment. Fed. R. Civ. P. 56(a)
(“the movant must show “that there is no genuine dispute as to any material fact” and must
support its motion with citations to the record). While Plaintiff frames the third Globe element
as “commercially reasonable” instead of the actual common-law standard “fair and reasonable,”
this argument does not save its Motion. (Pl.’s Mot. at PageID 333–34.) Plaintiff claims its
settlement analysis “more than satisfies the standard for commercial reasonableness” without
identifying what that standard is, if it is the standard the parties agreed to in the Indemnification
Provision, or how its settlement analysis meets this unidentified standard. (Id. at PageID 333.)
Further, in its Reply, Plaintiff does not argue that its settlement was commercially reasonable
under the Agreement. Plaintiff instead claims that the Indemnification Provision is clear and
enforceable, and Defendant waived its right to challenge Plaintiff’s settlements “so long as those
decisions were commercially reasonable.”5 (Pl.’s Reply, at PageID 528–29.) In sum, Plaintiff
5 Plaintiff again only uses the phrase “commercially reasonable” in the context of the third Globe
element. (Pl.’s Reply, at PageID 530–32.)
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fails to demonstrate that there is no genuine dispute of fact as to whether its settlement was
commercially reasonable under the Agreement.6 The Court DENIES Plaintiff’s Motion for
Summary Judgment.
IV. 	CONCLUSION
For the foregoing reasons, the Court DENIES Defendant summary judgment on
Plaintiff’s breach of contract claim and GRANTS Defendant summary judgment on Plaintiff’s
negligence claim. (ECF No. 21.) The Court DENIES Plaintiff’s Motion for Summary
Judgment. (ECF No. 24)
IT IS SO ORDERED.
Date: February 27, 2026 	/s/ Elizabeth A. Preston Deavers
ELIZABETH A. PRESTON DEAVERS
UNITED STATES MAGISTRATE JUDGE
6 Indeed, although in the context of the first and third Globe element, Defendant offers evidence
that puts the question of commercial reasonableness directly at issue. For instance, Defendant
asserts that Plaintiff’s decision to settle GM’s claim for the maximum amount possible without
investigation into its merits was unreasonable. (Def.’s Resp. at PageID 472, citing to Caudill
Dep. at 29–23, PageID 478.)
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