Castiglia v. Arrow Express Packing and Shipping, LLC et al.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
VINCENT CASTIGLIA, ) CASE NO. 5:25-cv-1406
)
)
Plaintiff, ) CHIEF JUDGE SARA LIOI
)
vs. )
)
)
MEMORANDUM OPINION
AND ORDER
ARROW EXPRESS PACKING AND
SHIPPING, LLC, et al.,
)
)
)
)
Defendants. )
Before the Court are the motions to dismiss by defendants Arrow X Holding, LLC (“Arrow
X”) and Verity Van Lines, Inc. (“Verity”). (Doc. Nos. 4, 7 (Motions to Dismiss).) Also pending is
the motion of Plaintiff Vincent Castiglia (“Castiglia”) for leave to file an amended complaint.
(Doc. No. 8 (Motion for Leave).) For the reasons set forth below, Arrow X’s and Verity’s motions
to dismiss are GRANTED, and Castiglia’s motion for leave to amend is GRANTED in part and
DENIED in part.
I. BACKGROUND
Castiglia is an artist and “collects various antiquities and oddities of significant value.”
(Doc. No. 8-1 (Proposed Amended Complaint) ¶¶ 9, 11.) In 2024, Castiglia moved from New York
to Akron, Ohio. (Id. ¶ 7.) Castiglia hired defendant Arrow Express Packing and Shipping LLC
(“Arrow Express” and, collectively with Arrow X, the “Arrow Defendants”) to assist in the move,
based partially on its representations that it provided “[f]ine [a]rt [s]hipping [s]ervices.” (Id. ¶¶
13–14.) In return for Arrow Express’s moving services, Castiglia paid Arrow X, whom Castiglia
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alleges is Arrow Express’s holding company and “financial repository[.]” (Id. ¶¶ 15–16.) Arrow
Express then engaged Verity to transport Castiglia’s property to Ohio. (Id. ¶ 17.) Upon arrival in
Ohio, Castiglia’s property was “found to be in disrepair, having sustained significant damage from
the time the items were packed to the time they arrived in Ohio.” (Id. ¶ 20.)
Castiglia filed his complaint in state court on May 29, 2025 (Doc. No. 1-2 (Complaint), at
31), asserting three causes of action against all defendants: breach of contract, unjust enrichment,
and negligence (collectively, the “state law claims”). (Id. ¶¶ 25–36.) On July 8, 2025, Verity
removed to federal court on the dual bases of federal-question and diversity jurisdiction. (Doc. No.
1 (Notice of Removal) ¶¶ 8, 15.) On July 9, 2025, Verity moved to dismiss the complaint, arguing
that Castiglia’s claims were preempted by the Carmack Amendment to the Interstate
Transportation Act (“Carmack Amendment”), 49 U.S.C. § 14706, et seq., and/or the Federal
Aviation Administration Authorization Act of 1994 (“FAAAA”), 49 U.S.C. § 14501. (Doc. No.
4.) On August 4, 2025, Arrow X moved to dismiss the complaint, adopting the arguments in
Verity’s motion to dismiss and raising the existence of a forum selection clause contained in the
relevant contract. (Doc. No. 7.) On August 25, 2025, Castiglia filed his motion for leave, seeking
to add a new claim under the Carmack Amendment (Doc. No. 8), and an opposition to both motions
to dismiss. (Doc. No. 9 (Castiglia’s Opp.).) Verity and Arrow X filed memoranda in support of
their motions to dismiss and opposing leave to amend. (Doc. No. 10 (Arrow X’s Combined Reply
and Opp.); Doc. No. 11 (Verity’s Opp.); Doc. No. 12 (Verity’s Reply).)
1 All page number references to the record herein are to the consecutive page numbers applied to each individual
document by the Court’s electronic filing system.
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II. STANDARD OF REVIEW
Rule 15(a) of the Federal Rules of Civil Procedure governs the amendment of pleadings.
A party may amend their pleading as a matter of course “no later than: (A) 21 days after serving
it, or (B) if the pleading is one to which a responsive pleading is required, 21 days after service of
a responsive pleading or 21 days after service of a motion under Rule 12(b), (e), or (f), whichever
is earlier.” Fed. R. Civ. P. 15(a)(1).
If the time to amend as a matter of course expires, a party may still amend a pleading “with
the opposing party’s written consent or the court’s leave.” Fed. R. Civ. P. 15(a)(2). Leave to amend
under Rule 15(a)(2) should be freely given “when justice so requires.” Id. This is a liberal standard,
but a court need not grant leave if amendment would be “futile.” Rose v. Hartford Underwriters
Ins. Co., 203 F.3d 417, 420 (6th Cir. 2000) (citation omitted). “A proposed amendment is futile if
the amendment could not withstand a Rule 12(b)(6) motion to dismiss.” Id. (citation omitted).
To withstand a Rule 12(b)(6) motion to dismiss, the proposed amended complaint “must
contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its
face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). “A
claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw
the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (citing
Twombly, 550 U.S. at 556). While a court must construe a complaint in the light most favorable to
the plaintiff and accept the truth of well-pleaded factual allegations, it should “not accept as true
any conclusory legal allegations that do not include specific facts necessary to establish the cause
of action.” Bickerstaff v. Lucarelli, 830 F.3d 388, 396 (6th Cir. 2016) (citation and internal
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quotation marks omitted). Put simply, “conclusory allegations without specific facts do not
suffice.” Tchankpa v. Ascena Retail Grp., Inc., 951 F.3d 805, 817 (6th Cir. 2020) (citation
omitted); Twombly, 550 U.S. at 555 (“[L]abels and conclusions, and a formulaic recitation of the
elements of a cause of action will not do[.]” (internal citation omitted)).
III. DISCUSSION
As a preliminary matter, Castiglia cannot amend as a matter of course under Rule 15(a)(1).
“[A] plaintiff’s 21-day clock to amend without leave of court applies to the case as a whole, not to
individual defendants, and it begins to run with the first responsive pleading or Rule 12 motion
filed in the case.” See Doe v. Gupta, No. 3:22-cv-1122, 2023 WL 6290625, at *2 (N.D. Ohio Sept.
27, 2023) (collecting cases) (emphasis in original). Here, the first Rule 12 motion was filed by
Verity on July 9, 2025. (Doc. No. 4.) Castiglia’s motion was not filed until August 25, 2025—47
days later. (Doc. No. 8.) Arrow X’s later-filed Rule 12 motion did not restart Castiglia’s clock
under Rule 15(a)(1). See Gupta, 2023 WL 6290625, at *2 (rejecting argument that plaintiff’s time
to file under Rule 15(a)(1) restarted upon last defendant’s filing of Rule 12 motion). Thus, in the
absence of defendants’ consent, Castiglia requires leave from the Court to amend his complaint.
A. The State Law Claims Are Dismissed, and Leave to Replead the State Law Claims
is Denied
Verity and Arrow X move to dismiss the state law claims, arguing, inter alia, that each
claim is preempted by the Carmack Amendment (Doc. No. 4, at 10; Doc. No. 7, at 4–5.) Castiglia
seeks to replead the state law claims. (Doc. No. 8-1 ¶¶ 25–36.) Verity and Arrow X oppose leave
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on the same grounds upon which they base their motions to dismiss. (Doc. No. 10, at 1; Doc. No.
11, at 1–3.) The Court agrees with defendants.
It is well settled that the Carmack Amendment completely preempts a shipper’s state
common law and statutory causes of action. See Adams Express Co. v. Croninger, 226 U.S. 491,
505–06, 33 S. Ct. 148, 57 L. Ed. 314 (1913); Automated Window Mach., Inc. v. McKay Ins.
Agency, Inc., 320 F. Supp. 2d 619, 620 (N.D. Ohio 2004). Indeed, in Adams Express, the Supreme
Court stated that, “[a]lmost every detail of the [shipper-interstate carrier relationship] is covered
so completely that there can be no rational doubt but that Congress intended to take possession of
the subject, and supersede all state regulation with reference to it.” Adams Express, 226 U.S. at
505–06.
The Court in Adams Express thus held that claims arising out of loss or damage to property
transported in interstate commerce are governed by the Carmack Amendment and that all state law
claims arising out of the same are preempted. See id. The Carmack Amendment’s broad
preemptive effect extends to all state law claims arising from the interstate transportation and
delivery of goods. See Am. Synthetic Rubber Corp. v. Louisville & N.R. Co., 422 F.2d 462, 465
(6th Cir. 1970) (The Carmack Amendment is “comprehensive enough to embrace all damages
resulting from any failure to discharge a carrier’s duty with respect to any part of the transportation
to the agreed destination.” (quotation marks and citation omitted)); Automated Window Mach.,
Inc., 320 F. Supp. 2d at 620 (“[S]tate law causes of actions against an interstate motor carrier for
fraud, tort, intentional and negligent infliction of emotional stress, breach of contract, breach of
implied warranty, breach of express warranty and state deceptive practices acts, etc. are pre-
empted.” (collecting cases)).
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Here, Castiglia asserts three state law claims based on damage caused to his property while
it was being shipped between states. Castiglia’s allegations fall squarely within the Carmack
Amendment’s preemptive sweep. His state law claims for breach of contract, unjust enrichment,
and negligence are resultantly subject to dismissal, and his attempt to replead these claims is futile.
See Renouf v. Aegis Relocation Co. Corp., 641 F. Supp. 3d 439, 447 (N.D. Ohio 2022) (dismissing
state law claims as preempted by Carmack Amendment where claims, “whether based in contract
or tort, [sought] damages flowing from the shipping agreement with [defendant]”).
Arrow X’s and Verity’s motions to dismiss Castiglia’s breach of contract, unjust
enrichment, and negligence claims are GRANTED. Castiglia’s motion for leave to file an amended
complaint is DENIED to the extent Castiglia seeks to replead those same claims.
B. Leave to Add a Claim under the Carmack Amendment against Verity is Granted
Castiglia next seeks to add a claim against Verity under the Carmack Amendment. (Doc.
No. 8-1 ¶¶ 37–39.) Verity concedes that Castiglia’s Carmack Amendment claim is adequately
pleaded (Doc. No. 11, at 1), and it provides no further argument for denying Castiglia leave to add
the claim. Thus, Castiglia’s motion for leave to file an amended complaint is GRANTED to the
extent Castiglia seeks to plead a claim under the Carmack Amendment against Verity.
C. Leave to Add a Claim under the Carmack Amendment against the Arrow
Defendants is Granted
Finally, Castiglia seeks to add a Carmack Amendment claim against the Arrow Defendants.
(Doc. No. 8-1 ¶¶ 37–39.) Arrow X argues that all claims against the Arrow Defendants are futile
(1) because a forum selection clause requires this suit be litigated in New York and (2) because of
Castiglia’s failure to attach the relevant contract to his complaint. (Doc. No. 10, at 1–2.) In support
of its arguments, Arrow X provides a document titled “Arrow Express Shipping Agreement Terms
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and Conditions” (“Terms and Conditions”) and a declaration of Arrow X’s owner stating, “Arrow
X has its customers, such as Plaintiff Vincent Castiglia, agree to its Shipping Agreement Terms
and Conditions[.]” (Doc. No. 7-1, at 1.) Castiglia argues that he did not assent to the Terms and
Conditions. (Doc. No. 9, at 2–5.) At this point, the Court need not decide the issue of Castiglia’s
assent. Even assuming Castiglia agreed to the Terms and Conditions, the Carmack Amendment
prohibits enforcement of the forum selection clause, and a claim under the Carmack Amendment
does not require attachment of a contract.
1. The Forum Selection Clause is Unenforceable under the Carmack Amendment
The Carmack Amendment’s special venue provision allows shippers to sue carriers in
certain venues, including “a judicial district . . . through which the defendant carrier operates” and
“the judicial district in which [the] loss or damage is alleged to have occurred.” 49 U.S.C. §
14706(d). The special venue provision is subject to waiver only if such waiver meets the
requirements of 49 U.S.C. § 14101(b)(1). See e.g., Michigan Custom Mach., Inc. v. AIT Worldwide
Logistics, Inc., 531 F. Supp. 3d 1208, 1213 (E.D. Mich. 2021) (applying § 14101(b)(1) waiver
limitations to special venue provision); Smallwood v. Allied Van Lines, Inc., 660 F.3d 1115, 1121
(9th Cir. 2011) (same). Section 14101(b)(1) permits contractual waiver of Carmack Amendment
rights only if (1) the contract is not for the transportation of household goods, (2) the contract
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contains an express waiver of rights under the Carmack Amendment, and (3) the rights being
waived do not relate to “registration, insurance, or safety fitness.” See 49 U.S.C. § 14101(b)(1).
While unclear, this case may involve the movement of household goods (as defendant
Verity suggests in its notice of removal). (Doc. No. 1 ¶ 2.)2 If it is established that this case involves
the movement of household goods, the Carmack Amendment would prohibit the contractual
waiver of its venue provisions, and the Arrow Defendants could not enforce the forum selection
clause. 49 U.S.C. § 14101(b)(1) (“A carrier providing transportation or service . . . may enter into
a contract with a shipper, other than for the movement of household goods . . .” (emphasis added));
see also Scotlynn USA Div., Inc. v. Singh, No. 2:15-cv-381, 2016 WL 8679295, at *2 (M.D. Fla.
Sept. 9, 2016) (“Courts that have addressed venue in the context of household goods have
determined that ‘the Carmack Amendment essentially prohibits enforcement of forum[]selection
clauses[.]’” (citation omitted) (emphasis in original)); Smallwood, 660 F.3d at 1121 (moving
company considered “carrier of household goods and therefore prohibited from contracting around
Carmack’s conditions.”).
Even if this case did not involve household goods, the forum selection clause does not
contain the express waiver required by § 14101(b)(1). The forum selection clause states,
Any legal action related to this Agreement must be filed in New York State Court,
County of Nassau or the United States District Court for the Eastern District of New
York. BY EXECUTING THIS AGREEMENT, CUSTOMER WAIVES ANY
AND ALL RIGHTS TO LITIGATE ELSEWHERE.
(Doc. No. 7-1, at 7.) The forum selection clause does not explicitly reference the Carmack
2 Arrow X also seems to read the proposed amended complaint to involve household goods. (Doc. No. 10, at 1
(“Plaintiff concedes that his claims arise from alleged damage to household goods transported from New York to
Ohio.” (citing Doc. No. 8-1 ¶ 20) (emphasis added)).)
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Amendment or the waiver of rights thereunder. At best, the forum selection clause could be read
as an implicit waiver of the Carmack Amendment’s venue provisions. See Michigan Custom
Mach., Inc., 531 F. Supp. 3d at 1214 (holding that, while forum selection clause “expressly
select[ed] a venue,” the lack of explicit reference to Carmack Amendment rendered any waiver
“implicit[.]”).
“Although the Sixth Circuit has not addressed this question, other federal courts have
rejected the idea that an implicit waiver satisfies the statute. These courts interpret the statute to
mean what it says: to ‘expressly waive’ the Carmack Amendment, parties must expressly reference
the Amendment in some way, by name, citation, or some other means.” Id. (collecting cases).
Here, the forum selection clause does not expressly reference the Carmack Amendment. Indeed,
the Carmack Amendment is not referenced anywhere in the Terms and Conditions. The Terms and
Conditions thus fail to expressly waive any rights or remedies under the Carmack Amendment,
and the forum selection clause contained therein is unenforceable.
2. Castiglia Need Not Attach a Contract
To the extent Arrow X argues that Castiglia’s Carmack Amendment claim requires him to
attach a contract to his pleading (Doc. No. 10, at 2), Arrow X is incorrect. “[A] shipper must only
prove three elements to establish a right to relief under the Carmack Amendment: (1) the goods
were in good condition upon receipt by the carrier; (2) the goods were not delivered or arrived
damaged; and (3) the amount of damages measured by ‘actual loss.’” Cirino v. Vintage Transp.
Servs., LLC, No. 1:08-cv-1214, 2008 WL 11381372, at *3 (N.D. Ohio July 29, 2008) (citing
Missouri Pac. R. Co. v. Elmore & Stahl, 377 U.S. 134, 138, 84 S. Ct. 1142, 12 L. Ed. 2d 194
(1964)). The shipper need not establish that a written contract was formed. See CNA Ins. Co. v.
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Hyundai Merch. Marine Co., 747 F.3d 339, 355 (6th Cir. 2014) (“Carmack’s requirement that the
initial carrier issue the shipper a bill of lading is not a requirement to form an actual contract[.]”).3
Thus, Castiglia’s failure to attach a written contract to his complaint does not render his Carmack
Amendment claim futile.
Arrow X’s reliance on GKP, LLC v. Wells Fargo & Co., No. 1:13-cv-1482, 2013 WL
5353799 (N.D. Ohio Sept. 24, 2013) is misplaced. There, the court dismissed plaintiff’s claims for
breach of contract, promissory estoppel, fraudulent misrepresentation, and intentional interference
with contract due to the plaintiff’s failure to allege the specific terms of the relevant contract or
attach the contract to the complaint. Id. at *3. The decision in GKP does not address the elements
of a Carmack Amendment claim. The case is thus inapplicable.
The Arrow Defendants provide no further argument for denying Castiglia leave to add a
claim under the Carmack Amendment. Thus, Castiglia’s motion for leave to file an amended
complaint is GRANTED to the extent Castiglia seeks to plead a claim under the Carmack
Amendment against the Arrow Defendants.
IV. CONCLUSION
Defendants Arrow X Holding LLC’s and Verity Van Lines, Inc.’s motions to dismiss (Doc.
Nos. 4, 7) are GRANTED. Plaintiff Vincent Castiglia’s motion for leave to file an amended
complaint (Doc. No. 8) is GRANTED in part and DENIED in part. The Court DENIES as futile
Castiglia’s request to replead his claims for breach of contract, unjust enrichment, and negligence
3 The Sixth Circuit in CNA Ins. Co. addressed the elements of a Carmack Amendment claim brought under 49 U.S.C.
§ 11706, which provides for liability for rail carriers. However, the analysis is applicable in this case brought under
49 U.S.C. § 14706, which provides for liability for motor carriers, because §§ 11706 and 14706 are “virtually
identical” in relevant respects. CNA Ins. Co., 747 F.3d at 353.
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against defendants, Arrow Express Packing and Shipping, LLC; Arrow X Holdings, LLC; and
Verity Van Lines, Inc. The Court GRANTS Castiglia’s motion to assert a claim under the Carmack
Amendment against defendants, Arrow Express Packing and Shipping, LLC; Arrow X Holdings,
LLC; and Verity Van Lines, Inc. Accordingly, within seven (7) days of the date of this Opinion
and Order, Castiglia may file an amended complaint to assert a Carmack Amendment claim against
defendants as that claim is proposed in the fourth cause of action in his proposed amended
complaint attached to the motion for leave to amend the complaint. Failure of Castiglia to timely
file an amended complaint consistent with this Opinion and Order will result in the case being
dismissed and closed.
IT IS SO ORDERED.
Dated: November 3, 2025
HONORABLE SARA LIOI
CHIEF JUDGE
UNITED STATES DISTRICT COURT
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