Court of Appeals of Indiana.

CARDINAL CONTRACTING, LLC, Appellant-Plaintiff,

v.

LANDSTAR LOGISTICS, INC., Appellee-Defendant.

No. 49A02-0902-CV-187.

Sept. 18, 2009.

MEMORANDUM DECISION-NOT FOR PUBLICATION

NAJAM, Judge.

STATEMENT OF THE CASE

Cardinal Contracting, LLC (“Cardinal”), appeals from the trial court’s judgment in favor of Landstar Logistics, Inc. (“Landstar”), following a bench trial. Cardinal raises four issues for our review, which we restate as follows:

1. Whether the trial court abused its discretion when it refused to admit into evidence proof of Landstar’s insurance coverage.

2. Whether the trial court’s judgment is clearly erroneous.

We affirm.

FACTS AND PROCEDURAL HISTORY

Cardinal is an industrial contractor specializing in the transportation of auto industry manufacturing equipment. Landstar is a transportation broker that matches entities in need of transportation services with transportation-service providers. That is, Landstar “matches providers of various types [of transportation] to meet [Landstar’s] customers’ shipping requirements.” Appellee’s App. at 23. Landstar does not own assets, including tractor-trailers.

In 2003, DaimlerChrysler (“Chrysler”) hired Cardinal to move a “grinder” and other large manufacturing equipment from New Castle to Kokomo. Appellant’s App. at 46. According to the Chrysler-Cardinal contract, Cardinal was responsible for Chrysler’s equipment while it was in Cardinal’s control. Cardinal did not have enough of its own tractor-trailers to complete the job, and so it orally contracted with Landstar to obtain additional transportation equipment. Landstar, in turn, hired Vogel Trucking, Inc. (“Vogel”) as the third-party carrier and informed Cardinal of that decision. Cardinal did not object. Liability in the event of damage to the equipment during transportation was not discussed by either party in the creation of the Cardinal-Landstar contract.

On August 5, 2003, Cardinal and Vogel tractor-trailers arrived at Chrysler’s New Castle plant to load the equipment for transportation. Vogel’s trucks were clearly marked with Vogel’s company name. Cardinal loaded the equipment onto both sets of trailers. Before doing so, however, Cardinal was supposed to drain the equipment of all fluids, such as oil and hydraulic fluid, but Cardinal did not do so. As a result, while in route fluid leaked from the grinder and caused the grinder to shift on the Vogel trailer. The grinder fell off the trailer, causing damage in excess of $269,000.

Cardinal paid Chrysler for the damage caused to the grinder, but then Cardinal filed suit against Landstar and Vogel. On May 12, 2008, the parties agreed to dismiss Vogel from the action. The matter proceeded to a bench trial, and on January 30, 2009, the court entered findings of fact and conclusions thereon in favor of Landstar. This appeal ensued.

DISCUSSION AND DECISION

At the outset, we note that Cardinal’s arguments on appeal rely upon a version of the facts unfavorable to the trial court’s judgment. The manner in which Cardinal states the facts does not comply with the basic rule of appellate practice that the facts are to be considered most favorable to the judgment. As discussed in greater detail below, notwithstanding Cardinal’s statement of facts, on appeal we are obliged to review the record in the light most favorable to the court’s rulings. See Yoon v. Yoon, 711 N.E.2d 1265, 1268 (Ind.1999) (review of Trial Rule 52 judgments); Cole v. State, 878 N.E.2d 882, 885 (Ind.Ct.App.2007) (review of the trial court’s admission of evidence).

Issue One: Evidence Rule 411

The first issue on appeal is whether the trial court abused its discretion when it prohibited Cardinal from entering into evidence its Exhibit 1, a certificate of insurance that showed that Landstar held $100,000 in “Motor Truck Cargo” coverage. Appellant’s App. at 158. Our standard of review of a trial court’s findings as to the admissibility of evidence is an abuse of discretion. Speybroeck v. State, 875 N.E.2d 813, 818 (Ind.Ct.App.2007). A trial court abuses its discretion only if its decision is clearly against the logic and effect of the facts and circumstances before the court. Id.

Here, Cardinal offered into evidence Landstar’s certificate of insurance. Landstar objected under Indiana Evidence Rule 411, and the trial court sustained those objections. That Rule provides as follows:

Evidence that a person was or was not insured against liability is not admissible upon the issue whether the person acted negligently or otherwise wrongfully. This rule does not require the exclusion of evidence of insurance against liability when offered for another purpose, such as proof of agency, ownership, or control, or bias or prejudice of a witness.

Ind. Evidence Rule 411. Cardinal argues on appeal that the trial court abused its discretion in refusing to admit the insurance evidence because Cardinal was offering the certificate as proof that Landstar had agency, ownership, or control over the transported cargo. That is, Cardinal contends that, if Landstar was simply in the business of brokering transportation and not providing its own transportation services, Landstar would not have had cargo insurance.

Cardinal disregards the nature of Landstar’s insurance policy. John O’Dell, Landstar’s Director of Claims, testified that Landstar’s cargo insurance policy was a “contingent” policy. Transcript at 79. That is, Landstar required its third-party carriers to have at least $100,000 in cargo coverage, and in the event that the carrier could not provide proof of the coverage required, or if the carrier wanted excess coverage, Landstar would “provide on behalf of [the] carrier coverage under [Landstar’s] contingent cargo program up to … $900,000.” Id. Nothing about that coverage indicates Landstar’s agency, ownership, or control over the transported Chrysler equipment. Rather, the coverage was for the benefit of the carrier. And, in light of O’Dell’s testimony, the admission of the certificate of insurance would have been merely cumulative. See Witte v. Mundy ex rel. Mundy, 820 N.E.2d 128, 135 (Ind.2005) (defining cumulative evidence as evidence that supports a fact established by the existing evidence). Thus, the trial court did not abuse its discretion in denying Cardinal’s attempts to offer Landstar’s certificate of insurance into evidence.

Cardinal objected to O’Dell’s testimony because Cardinal had not been permitted to introduce the certificate of insurance into evidence. The court overruled Cardinal’s objection, stating that Landstar had opened the door to the admissibility of the evidence by raising the issue in the direct examination of its own witness, and Cardinal does not challenge that ruling on appeal.

Issue Two: Trial Court’s Judgment

Cardinal also asserts on appeal that Landstar breached their contract. The trial court entered findings of fact and conclusions thereon pursuant to Indiana Trial Rule 52(A). We may not set aside the findings or judgment unless they are clearly erroneous. Menard, Inc. v. Dage-MTI, Inc., 726 N.E.2d 1206, 1210 (Ind.2000). First, we consider whether the evidence supports the factual findings. Id. Second, we consider whether the findings support the judgment. Id. “Findings are clearly erroneous only when the record contains no facts to support them either directly or by inference.” Quillen v. Quillen, 671 N.E.2d 98, 102 (Ind.1996). A judgment is clearly erroneous if it relies on an incorrect legal standard. Menard, 726 N.E.2d at 1210.

In conducting our review, we give due regard to the trial court’s ability to assess the credibility of witnesses. Id. While we defer substantially to findings of fact, we do not do so to conclusions of law. Id. We do not reweigh the evidence; rather, we consider the evidence most favorable to the judgment with all reasonable inferences drawn in favor of the judgment. Yoon, 711 N.E.2d at 1268.

We note that the trial court entered its findings and conclusions by accepting verbatim Landstar’s proposed findings and conclusions. “This practice weakens our confidence as an appellate court that the findings are the result of considered judgment by the trial court.” Cook v. Whitsell-Sherman, 796 N.E.2d 271, 273 n. 1 (Ind.2003).

Here, Cardinal sued Landstar on the theory that Landstar breached its contractual obligations when the grinder was not safely transported and when Landstar refused to pay Cardinal the cost to repair the damaged grinder. To maintain an action for breach of contract, a party must show three elements: the existence of a contract, the defendant’s breach of that contract, and damages arising from that breach. U.S. Fid. & Guar. Ins. Co. v. Hartson-Kennedy Cabinet Top Co., 857 N.E.2d 1033, 1039 (Ind.Ct.App .2006). A party breaches a contract if it fails to perform all of its contractual obligations. See Strodtman v. Integrity Builders, Inc., 668 N.E.2d 279, 282 (Ind.Ct.App.1996), trans. denied.

The trial court specifically found that Landstar “brokers the transportation of freight through third party providers for shipment,” that Landstar “does not perform transportation services other than as a broker,” and that Cardinal contracted with Landstar to “arrange for the transportation services [Cardinal] requested.” Appellant’s App. at 11-12. In light of those findings, the court concluded that Landstar’s only contractual obligation to Cardinal was “to broker the transportation of machinery owned by [Chrysler] from New Castle … to Kokomo,” which Landstar did when it hired Vogel. Id. at 14. That is, the court expressly found that Landstar performed all of its obligations under its contract with Cardinal and, therefore, that Landstar did not breach the contract.

On appeal, Cardinal contends that the trial court’s judgment is clearly erroneous for two interrelated reasons. First, Cardinal argues that it “proved that the contract obligated Landstar to safely move … the grinder.” Appellant’s Brief at 13. Second, Cardinal states that it “proved that Landstar breached its contract … by showing that a truck and driver brought to the Chrysler job by Landstar caused damage to the grinder.” Id. at 14. Cardinal also avers that the trial court misapplied concepts of a principal-agent relationship and the law of negligence.

In support of its position that it “proved” that Landstar both accepted responsibility for the safe transportation of the equipment and used its own trucks and drivers to move that equipment, Cardinal emphasizes the testimony of its witnesses. First, Rick Colburn, Cardinal’s Vice President and 2003 Project Manager, testified that “[i]t was understood in the agreement with Landstar that the equipment would be moved safely,” although that understanding was not actually discussed, id. at 5; that Landstar had its own trucks that it used to transport equipment; that Landstar used its own trucks in transporting Chrysler’s equipment; and that Landstar breached its contract in not providing for the safe transportation of the grinder. Colburn also testified that, after the accident, a Landstar representative told him that it would accept responsibility for the damages. In addition, Jeff Trent, a job foreman for Cardinal, testified that he saw Landstar-branded trucks at Chrysler’s New Castle plant. Cardinal also notes that Landstar has not sought to enforce payment of its bill under the Cardinal-Landstar contract, which, Cardinal asserts, amounts to an admission by Landstar to the alleged breach of contract. Finally, Cardinal notes that it is undisputed that it satisfied its own obligations under the Cardinal-Landstar agreement.

Cardinal also emphasizes that Landstar had insurance coverage, but, as discussed above, that insurance does not indicate Landstar’s agency, ownership, or control over the cargo.

Cardinal contends that Len Shook, an agent for Landstar, admitted that Landstar had accepted responsibility for the cargo. According to Cardinal, when informed by Colburn of the accident Shook stated “We’ll take care of it” and “That’s why we have insurance.” Appellant’s Brief at 6. But even accepting as true Cardinal’s interpretation of the record, Shook’s statements do not amount to an acceptance of agency, ownership, or control, nor are they equivalent to an admission that the Cardinal-Landstar contract was anything other than an agreement for Landstar to broker transportation services for Cardinal. Further, Shook’s purported after-the-fact statements cannot have caused Cardinal to detrimentally rely on them such that Cardinal might have a claim of promissory estoppel against Landstar. See Brown v. Branch, 758 N.E.2d 48, 52 (Ind.2001).

As we have noted, Cardinal’s emphasis on the evidence most favorable to its position is contrary to this court’s standard of review. We must review the record most favorable to the trial court’s judgment, and we must not reweigh the evidence as Cardinal suggests. See Yoon, 711 N.E.2d at 1268. Under our standard of review, the trial court’s judgment is not clearly erroneous. The court’s findings are supported by evidence from the trial. Specifically, O’Dell testified that Landstar does not own any assets and that Landstar is only in the business of brokering transportation services, not providing those services directly. The evidence also demonstrated that Cardinal and Landstar had an oral agreement; that the terms safe transportation, indemnification, and liability were not a part of that agreement; and that Landstar brokered Vogel to aid Cardinal in the transportation of Chrysler’s equipment.

It light of its findings, the trial court concluded that Landstar “performed all contractual obligations” and “did not breach its contract” with Cardinal. Appellant’s App. at 14. We must agree. Landstar’s obligations under its contract with Cardinal were, again, only to find a third-party provider of transportation services to assist Cardinal in relocating Chrysler’s equipment. By hiring Vogel, Landstar did just that. And Cardinal does not suggest that Landstar failed to timely provide the equipment needed to the New Castle site. Therefore, Landstar fulfilled its contractual obligations. Having fulfilled all of its contractual obligations, Landstar cannot be liable for the subsequent damage to the grinder under a breach-of-contract theory. See Strodtman, 668 N.E.2d at 282.

Although the trial court found that safe transportation of the equipment was not a part of the Cardinal-Landstar contract, Cardinal argues on appeal that Indiana law requires that that term be read into the contract. Specifically, Cardinal states that “a contract for services always contains an implied duty ‘to do the work skillfully, carefully, and in a workmanlike manner.’ “ Appellant’s Brief at 13 (quoting Homer v. Burman, 743 N.E.2d 1144, 1147 (Ind .Ct.App.2001)). But that argument assumes that Cardinal retained Landstar to transport the equipment. As discussed above, here, Landstar is not a provider but a broker.

Cardinal also asserts that Vogel was acting as Landstar’s agent, and, therefore, that Landstar is liable for the damage that occurred during Vogel’s transportation of the equipment. But Cardinal’s argument is misplaced. Insofar as agency principles are involved here, it is Landstar, the broker, that is the agent of both Cardinal and Vogel. See Black’s Law Dictionary 7th ed. 187 (defining “broker” as “[a]n agent who acts as an intermediary or negotiator”). In any event, Cardinal cites no evidence in the record that supports its assumption that Landstar and Vogel were acting, respectively, as principal and agent. Cardinal has waived this argument. See Ind. Appellate Rule 46(A)(8)(a).

Finally, Cardinal states that the trial court committed reversible error “when it admitted evidence at trial, and then later made findings of fact and conclusions [thereon], on the concepts of the fault of non-parties and the comparative fault of Cardinal,” among other things. Appellant’s Brief at 23. The trial court entered findings and conclusions regarding how Cardinal’s conduct contributed to the accident. See, e.g., Appellant’s App. at 13-14 (trial court’s Finding No. 14 and Conclusion No. 7). We agree that these findings, which sound in negligence, are inconsistent with the trial court’s pre-trial determination that “[n]egligence is no part of this action.” Id. at 196. But the trial court expressly stated that those findings and conclusions were in the “[a]lternative[ ]”  to the court’s principal conclusion that Landstar did not breach its contract with Cardinal. Thus, those findings and conclusions are superfluous and cannot be fatal to the judgment. See Curley v. Lake County Bd. of Elections & Registration, 896 N.E.2d 24, 32 (Ind.Ct.App.2008), trans. denied.

The trial court entered ten alternative theories justifying its ruling in favor of Landstar.

Conclusion

In sum, the trial court did not commit reversible error in denying Cardinal’s attempt to admit Landstar’s certificate of insurance into evidence. Neither is the court’s judgment for Landstar clearly erroneous. Thus, we affirm the court’s order in all respects.

Affirmed.

KIRSCH, J., and BARNES, J., concur.