The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF NORTH CAROLINA
)
WILLIAM FULP WRECKER )
SERVICE, INC., )
)
)
Plaintiff, )
)
v. ) 1:23CV368
)
MILLER TRANSFER AND )
RIGGING, CO., )
)
Defendant. )
MEMORANDUM OPINION AND RECOMMENDATION
OF UNITED STATES MAGISTRATE JUDGE
This case is before the Court on Defendant Miller Transfer and Rigging, Co.’s Motion
for Judgment on the Pleadings. Plaintiff William Pulp Wrecker Service, Inc. brings this claim
for unjust enrichment based on Defendant’s failure to pay an invoice for work that Plaintiff
did cleaning up the site of a single-vehicle accident involving one of Defendant’s trucks. In
the Answer and present Motion for Judgment on the Pleadings, Defendant argues that it paid
an invoice for clearing wreckage from the site, and that the settlement of that invoice also
applies to bar suit related to a separate invoice for environmental remediation at the site. For
the reasons stated below, the Court concludes that the settlement and release on the first
invoice is ambiguous with respect to whether it included the second invoice for envitonmental
remediation. Therefore, the Court recommends that Defendant’s motion be denied, without
ptejudice to further consideration after discovery on dispositive motions or at trial.
FACTUAL ALLEGATIONS AND PROCEDURAL POSTURE
On April 7, 2020, a tractor trailer operated by Defendant Miller Transfer and Rigging
Co. overturned on the side of a highway in Forsyth County, North Carolina. (Compl. [Doc.
#3] §§[ 10-11.) The overturned truck spilled approximately twenty-five gallons of hydraulic
fluids and over fifty gallons of motor oil and diesel fuel in the roadway and surrounding area.
(Compl. 412.) Plaintiff alleges that as a result of this spill of hazardous material, the Winston-
Salem/Forsyth County Office of Emergency Management contacted Plaintiff's company and
directed it to “contain, clean-up, and remediate the impacted areas.” (Compl. §[ 14.) Plaintiff
alleges that its hazmat crew arrived and worked on April 7, 2020, “to contain and minimize
contamination of the impacted area and clear[] the roadway,” and then returned again on April
10, 2020 “to complete the clean-up and remediation.” (Compl. [§[ 15-16.) This work related
to “hazardous material cleanup and remediation” and ground contamination. (Compl. {[] 17-
19, 22.) Plaintiff invoiced Defendant “for the hazardous material cleanup and remediation
setvices” under Invoice 2111, dated April 22, 2020. (Compl. {[§[ 19-20; Compl. Ex. A [Doc.
#3-1] (Invoice 2111).) Invoice 2111 details emergency response and remediation work done
by Plaintiff on April 7 and April 10, 2020, as well as subsequent testing and assessment by a
geologist. The total cost of the work and fees billed in Invoice 2111 was $77,852.78.
Defendant did not pay the invoice, despite Plaintiffs performing the remediation work on its
behalf. (Compl. {J 20, 24-28, 33.)
Based on these allegations, Plaintiff brought this action in state court claiming that
Defendant had been unjustly enriched by the environmental remediation work Plaintiff
performed following the accident and for which Defendant had not paid. (Compl. {J 28-33.)
Specifically, Plaintiff alleges that Defendant received the benefit of Plaintiffs “hazardous
material clean up and remediation services” without paying for the services. The matter was
removed to federal court in this District on the basis of diversity jurisdiction on May 5, 2023
[Doc. #1]. Discovery is underway and closes on April 30, 2024.
In its Answer, Defendant states that the Parties reached a negotiated settlement related
to PlaintifPs work “associated with the April 7, 2020 accident.” (Answer [Doc. #5] at 5.)
Defendant attached, as part of its Answer, a Release and Settlement Agreement and the invoice
to which that Release referred, Invoice 2108 [Doc. #5-1]. The Release is dated April 23, 2020,
and signed by Defendant on April 24, 2020, and the factual recitals in the Release state:
A. An incident occurted where Fulp’s was called in to provide towing,
storage and related charges for a roll over (the “Incident’)[.]
B. As part of its services related to the Incident, Fulp’s issued Invoice 2108
attached hereto as Exhibit A.
C. The invoice claims a total due of $185,377.50, related to removal of the
tractor, trailer and oversized cargo from the Incident site, transportation of the
same to Fulp’s yard, and storage at Fulp’s yard thereafter.
D. Miller Transfer disputes that the sum charged is fair and reasonable for
the services performed.
E. After consultation and negotiations, Fulp’s and Miller Transfer have
concluded that it would be in their best interests to fully settle and compromise
the controversies among them on the terms and in the manner provided for in
this Agreement.
3. Mutual Release Related to Invoice 2108. Each party to this Agreement
shall and does immediately RELEASE and DISCHARGE the other, including
all officers, directors, members, agents, employees together with customers,
business pattners, representatives, insurers, affiliated or parent companies,
successors and assigns, from all rights, claims, actions, causes of action, suits,
debts, accounts, contracts and demands whatsoever and however atising,
whether known or unknown, foreseen or unforeseen, patent or latent, which
they may now have or may have after the signing of this Agreement related in
any way to Invoice 2108 attached hereto as Exhibit A.
(Release and Settlement Agreement [Doc. #5-1] at 1-2.)
Invoice 2108 lists various charges, primarily based on a “[p]tice per pound” for a “super
load tecovety” of a rollover tractor trailer off the roadway. It also includes a charge for
“hauling” and for “light towers.” It does not detail what date the work reflected in it was
performed, but the invoice itself is dated April 9, 2020, prior to the additional environmental
remediation work performed on April 10, 2020.
Defendant now moves for judgment on the pleadings [Doc. #13], on the basis that the
release as to Invoice 2108 [Doc. #5-1], unambiguously applies to bar Plaintiffs claim as relates
to Invoice 2111 [Doc. #3-1].
IL. LEGAL STANDARD
The standard for granting judgment on the pleadings under Federal Rule of Ctvil
Procedure 12(c) is the same as for granting a motion to dismiss pursuant to Federal Rule of
Civil Procedure 12(b)(6). Burbach Broad. Co. of Del. v. Elkins Radio Corp., 278 F.3d 401,
405-06 (4th Cir. 2002). A plaintiff fails to state a clatm upon which relief may be granted under
Rule 12(b)(6) when the complaint does not “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
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).
In deciding a defendant’s Rule 12(c) motion, the court assumes the facts alleged in the
complaint ate true and draws all reasonable inferences in the plaintiffs favor. Priority Auto
Grp., Inc. v. Ford Motor Co., 757 F.3d 137, 139 (4th Cir. 2014); accord Benitez v. Charlotte-
Mecklenburg Hosp. Auth., 992 F.3d 229, 235 n.5 (4th Cir. 2021). In addition, the court may
consider the answer to the extent it does not conflict with the complaint, and may consider
documents attached to the complaint or to the answer if the documents are integral to the
plaintiffs claims and their authenticity is not challenged. See Massey v. Ojaniit, 759 F.3d 343,
347 (4th Cir. 2014); Occupy Columbia v. Haley, 738 F.3d 107, 116 (4th Cir. 2013).
A Rule 12(c) motion should be granted only if, when taking all of the non-moving
patty’s factual allegations as true, no genuine issues of material fact remain and the case can
be determined as a matter of law. Mendenhall v. Hanesbrands, Inc., 856 F. Supp. 2d 717, 724
(M.D.N.C. 2012).
Notably, because the burden of establishing an affirmative defense, such as a
release agreement, rests on the defendant asserting it, a motion under Rule 12(c)
is generally not the appropriate vehicle to mount such a challenge. It is only in
the rate circumstances where all facts necessary to deciding the issue clearly
appeat on the face of the pleadings that the Court will reach an affirmative
defense through a motion under Rule 12(c).
When asked to enter judgment on the pleadings on the basis of a plaintiff having
signed a release agreement, the Court conducts a two-step analysis to determine
(1) whether the release agreement is valid; and (2) if it is, whether the
agreement’s plain language bars the plaintiffs claims. Under North Carolina
law, when the language of the contract is clear and unambiguous, construction
of the agreement is a matter of law for the Court, and the Court cannot look
beyond the terms of the contract to determine the intentions of the parties.
Justad v. Bank of Am. Corp., No. 1:17CV219, 2017 WL 3432293, at *2 (M.D.N.C. Aug. 9,
2017) (internal brackets, ellipses, and quotations omitted), report and recommendation
adopted, No. 1:17-CV-219, 2017 WL 11019067 (M.D.N.C. Sept. 11, 2017); accord Hartis v.
Ann’s House of Nuts, No. 4:13-CV-0039-BO, 2013 WL 5592936, at *2 (E.D.N.C. Oct. 10,
2013).
WI. DISCUSSION
Defendant argues that the April 23, 2020, Release and Settlement Agreement [Doc.
#5-1] unambiguously applies to any claim related to the underlying incident which gave tise
to Invoice 2108. In response, Plaintiff argues that the release unambiguously applies only to
claims telated to Invoice 2108 for removal of the rollover, but not to Invoice 2111 related to
the sepatate environmental response and remediation. Because the Parties do not dispute the
validity of the release, the Court will instead focus on whether the agreement contains plain,
unambiguous language on its face that bars Plaintiffs claim related to Invoice 2111.
Under North Carolina law,
Written contracts ate to be construed and enforced according to their terms.
‘They must teceive a reasonable interpretation, according to the intention of the
patties at the time of executing them, gathered from the language employed by
them. When the language of a contract is cleat and unambiguous, effect must
be given to its terms, and its terms may not be contradicted by parol or extrinsic
evidence.
Further, a contract’s meaning and effect is a question of law for the court—not
the jury—when the language of the contract is clear and unambiguous. And the
terms of an unambiguous contract are to be taken and understood in their plain,
otdinaty and popular sense, and harmoniously construed to give every word
and every provision effect.
An ambiguity exists in a contract when either the meaning of words or the effect
of provisions is uncertain or capable of several reasonable interpretations. An
ambiguity can exist when, even though the words themselves appear clear, the
specific facts of the case create more than one reasonable interpretation of the
contractual provisions. If a written contract is ambiguous, the contract’s
meaning and effect is a factual question for the jury and parol evidence may be
introduced not to contradict, but to show and make certain what was the real
agreement between the patties.
Galloway as Tr. of Melissa Galloway Snell Living Tr. Dated May 1, 2018 v. Snell, 384 N.C.
285, 287-88, 885 S.E.2d 834, 836 (N.C. 2023) (internal quotations and citations omitted). The
Court of Appeals for the Fourth Circuit has further observed that:
Ambiguity arises only when a contract may be understood in more than one
way ot when it refers to two or more things at the same time. Stated differently,
a contract’s term is ambiguous if it is susceptible to more than one reasonable
construction. Such ambiguity may be patent or latent. Patent ambiguity exists
when the language of the contract itself reveals that it can be interpreted in more
than one way. Latent ambiguity, although less common than patent ambiguity,
atises where language although appearing perfectly clear at the time the contract
is formed, because of subsequently discovered or developed facts, may
reasonably be interpreted in either of two ways.
Lion Assocs. v. Swiftships Shipbuilders, LLC, 475 F. App’x 496, 501 (4th Cir. 2012) (internal
citation, brackets, and quotations omitted).
Here, in considering the Parties’ briefs, the Court notes first that, unlike the case upon
which Defendant primarily relies, the Release in this case did not include broad language
releasing Defendant from “any and all past, present or futul[]re claims, demands, obligations,
actions, causes of action which the Plaintiff now has, or which may hereafter accrue.” (Def.
Br. [Doc. #14] at 11-13 (citing Goodwin v. Cashwell, 102 N.C. App. 275, 279, 401 S.E.2d 840,
843 (N.C. App. 1991) (ellipses and parenthetical omitted).) Rather, the language in the Release
was much mote limited and qualified and, while using sweeping and final language, limited
that release language to claims specifically “related in any way to Invoice 2108.” (Release and
Settlement Agreement { 3.)
Invoice 2108 in turn did not mention the incident at all and simply includes the fee for
the “Roll over off road ways super load recovery,” plus hauling and storage work that all
appeats to be separate from the environmental remediation and hazardous material disposal
work reflected in Invoice 2111. While Invoices 2108 and 2111 are both apparently related to
performed after the April 7, 2020, incident, Invoice 2111 is not thereby necessarily
“related” to Invoice 2108. Indeed, Invoice 2108 was issued on April 9, 2020, prior to the
additional remediation work on April 10, 2020. Invoice 2111 does not appear to be a change
otder to Invoice 2108. It does not appear to be an amendment or addenda to Invoice 2108.
Thus, Invoice 2111 could reasonably be interpreted as an entirely separate invoice, though
involving the same Parties and, presumably, arising from the same incident, though neither
the Release and Settlement Agreement nor the invoices make this cleat.
The ptimary basis upon which Defendant relies to argue that Invoice 2108 ts related to
Invoice 2111 is the fact that both invoices involve the same Parties and that they both “bill
$3,500 for one lane closure.” (Def.’s Br. at 7-8.) However, a review of the invoices with all
inferences made in Plaintiffs favor, reveals that this was not one lane closure but two: one
that occutted before April 9, 2020, when invoice 2108 was issued [Doc. #5-1], and one that
occutted on April 10, 2020, according to Invoice 2111 [Doc. #3-1]. Additionally, simply
because the same patties ate involved in multiple transactions does not mean that a release as
to one is a telease to all if the release itself is silent on this point and qualifies itself as to only
one transaction.
Relatedly, as to Defendant’s argument that the Release should be read to include claims
telated to Invoice 2111 because, had the Parties wanted to exclude claims related to Invoice
2111 from that agreement they could have specifically done so (Def.’s Br. at 8, 10-11), the
inverse is equally true: had the Parties wanted to include clatms related to Invoice 2111 in that
agreement they could have specifically done so. They did not. The Release is entirely silent
as to Invoice 2111. Despite presumably knowing of Invoice 2111—dated April 22, 2020—at
the time of the settlement agreement on April 23, 2020, and therefore knowing that it, from
its face, involved work apart from the “removal of the tractor, trailer and oversized cargo from
the Incident site, transportation of the same to Fulp’s yard, and storage at Fulp’s yard
thereafter,” (Release and Settlement Agreement at 1), the Parties nevertheless specified that
the release in this case related only to Invoice 2108, and not the underlying incident itself, and
with no reference to Invoice 2111 or environmental restoration and remediation.
Indeed, the Parties specifically identified the April 7, 2020 crash as the “Incident” but
nevertheless chose to qualify the release as applying not to claims arising from or related to
the “Incident,” but rather to disputes about Invoice 2108 itself, which the agreement
recognized reflected only “part of [Plaintiffs] services related to the Incident.” (Release and
Settlement Agreement at 1-2.) Neither did the Parties use universal release language but rather,
again, qualified the release as being “Related to Invoice 2108.” And, again, that invoice, rather
than being related to all of the work performed as a result of the “Incident,” reflected only a
“part of [Plaintiffs] services related to the Incident” and in fact “related to removal of the
tractor, trailer and oversized cargo from the Incident site, transportation of the same to Fulp’s
yatd, and storage at Fulp’s yard thereafter,” only. Plaintiff's Complaint does not raise a claim
based on Invoice 2108, or apparently, any of the work detailed and billed in that invoice.
Thus, while Defendant is right that the language in the release denotes finality and an
intention to “fully settle,” it is not clear that this finality extends beyond an agreement that the
controversies arising from Invoice 2108 and its discrete charges are fully settled. Either the
phrase “related in any way to Invoice 2108” means “related in any way to the incident
underlying Invoice 2108”—which is possible but by no means unambiguously clear from the
document—or “related in any way to the charges and services detailed in Invoice 2108”—
° \
which would not bar the separate charges in Invoice 2111 and is also possible but by no means
the only reasonable reading of the document.
Thus, while the Court concludes that the contract language does not unambiguously
support Defendant’s purported clear reading of the release, neither does it wholly preclude it.
The language of the Release and Settlement Agreement is such that either Party could be
correct, thus highlighting the nature of the ambiguity. To the extent that Defendant seeks
judgment in its favor on the basis that the Release unambiguously reads in its favor to bat
Plaintiffs claims related to Invoice 2111, Defendant has failed to meet its burden under Rule
12(c).!. Therefore, the Court will recommend that Defendant’s Motion for Judgment on the
Pleadings be denied. ‘The Court notes that the Parties are presently in discovery, and these
issues can be considered further after the close of discovery on dispositive motions or at trial.
IV. CONCLUSION
IT IS THEREFORE RECOMMENDED that Defendant’s Motion for Judgment on
the Pleadings [Doc. #13] be DENIED.
This, the day of February, 2024.
__/s/ Joi Elizabeth Peake
United States Magistrate Judge
1 Defendant’s argument that no parol evidence is permitted or required to understand the scope of the Release
is essentially the same as the one it makes in terms of ambiguity. However, as noted above, the Court has
concluded that the Release is ambiguous.
10