2020 WL 248976

United States District Court, N.D. Ohio, Eastern Division.
AMARK LOGISTICS, INC., Plaintiff,
v.
UPS GROUND FREIGHT, INC., d/b/a UPS FREIGHT LTL TRANSP., Defendant.
Case No. 1:19-cv-2642
|
01/16/2020

Thomas M. Parker, United States Magistrate Judge

ORDER
*1 On October 14, 2019, plaintiff Amark Logistics, Inc.’s (“Amark”) filed a complaint in the Cuyahoga County Court of Common Pleas, after cargo was damaged and rendered unsaleable while being transported by defendant UPS Ground Freight, Inc., d/b/a/ UPS Freight LTL Transportation (“UPS”). ECF Doc. 1 at 9-18. Count One of the complaint alleged a state law claim for breach of contract (the “Broker/Carrier Master Transportation Agreement”); Count Two alleged a violation of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706; and Count Three alleged a state law negligence claim. ECF Doc. 1 at 7-9. On November 12, 2019, UPS removed the case to this court, and on November 18, 2019, UPS moved to dismiss Counts One and Three for failure to state a claim pursuant to Fed. R. Civ. P. 12(b)(6) because the claims are preempted under the Carmack Amendment. ECF Doc. 5 at 1, 5-7. Amark responds that, because it is a broker and the Carmack Amendment preempts only shippers’ claims, Counts One and Three are not preempted. ECF Doc. 8. In its reply brief, UPS re-asserts its arguments that counts one and three are preempted. ECF Doc. 12 at 2-5. UPS also contends – for the first time in its reply brief – that: (1) alternatively the court should dismiss Amark’s Carmack Amendment claim because a broker has no standing to sue a carrier under the Carmack Amendment; and (2) Amark’s negligence claim should be dismissed under the “gist of the case” doctrine, which bars tort claims when the basis of the claim arises solely from a breach of contract. ECF Doc. 12 at 5-6.

Because the court agrees that Amark is a broker, and therefore lacks standing to bring a Carmack Amendment claim against UPS, Amark’s Count Two claim (ECF Doc. 1 at 7-8) must be DISMISSED. Further, because the court declines to exercise supplemental jurisdiction over Amark’s remaining state-law claims, UPS’ motion to dismiss Counts One and Three (ECF Doc. 5) must be DENIED AS MOOT. Finally, this action shall be REMANDED to Cuyahoga County Court of Common Pleas, Case No. CV-19-923257.

I. Facts
In July 2013, Amark and UPS entered into a “Broker/Carrier Master Transportation Agreement” (the “Master Agreement”), which generally provided the rates and terms under which UPS would transport goods for Amark’s customers. ECF Doc. 1 at 11 (¶8). The Master Agreement identified Amark as a “licensed transportation services broker” engaged in “arranging the transportation of property by authorized motor carriers” for third parties, and UPS as a motor carrier authorized to transport property in interstate, intrastate, and foreign commerce. ECF Doc. 1 at 20 (¶¶A-B).1 The Master Agreement also described how liability would be distributed in the event of lost or damaged goods as follows:
11. CLAIMS: Broker or customer shall Immediately notify Carrier upon the discovery of any loss of, or damage to, property transported by Carrier under this Agreement. All claims for loss of or damage to property transported by Canter must be filed with and received by Carrier within nine (9) months following delivery (or attempted delivery in the case of refused shipments), except that claims for failure to make delivery must be filed within nine (9) months after a reasonable time for delivery has elapsed, and the failure to file a claim within the applicable time period shall forever bar recovery of the claim,
*2 Any civil lawsuit on account of a claim for loss, damage, Injury or delay shall be Instituted against Carrier not later than two (2) years and one (1) day from the day when written notice is given by Carrier to the claimant that Carrier has disallowed the claim or any part or parts of the claim stated in such notice, and the failure to file a claim within the applicable time period shall forever bar the institution of any such lawsuit. Claims shall be handled pursuant to Principals and practices for the Investigation and Disposition of Freight Claims as set forth in 49 C.F.R. Part 370.
12. LOSS OR DAMAGE AND CARRIER LIABILITY: Carrier shall be liable for cargo loss or damage as a common carrier as set forth under Title 49 of the United States Code Section 14706 subject to the liability provisions and limits in Carrier’s Tariff UPGF 102 series in effect at the time of shipment.
* * *
21. ATTORNEYS FEES: If it shall be necessary for either party hereto to hire and/or retain legal counsel, pursue any legal remedy, or incur any other expense in order to force the other to comply with and/or perform any of the provisions, conditions, and/or covenants of this Agreement, then the prevailing party shall be reimbursed by the other for the entire reasonable customary costs thereof, and such obligation shall be deemed to have accrued on the date of the commencement of any action and to be enforceable whether or not the action is prosecuted to judgment.
ECF Doc. 1 at 22-23 (¶¶11-12, 21).

Pursuant to the Master Agreement, Amark arranged for UPS to transport five supersacks of Kocide LLC’s ManKocide Copper Product (the “Goods”) from Arkansas to California. ECF Doc. 1 at 11 (¶10). UPS then received the goods from Kocide LLC. ECF Doc. 1 at 11 (¶12). The Goods were damaged while in UPS’ custody, the intended recipient refused delivery, and the Goods were returned to a UPS facility. ECF Doc. 1 at 11-12 (¶¶13-17). UPS hired a HAZMAT response team to clean up and repackage the Goods, and three of the five supersacks were redelivered to the intended recipient. ECF Doc. 1 at 12 (¶¶16-18). But the three redelivered supersacks were no longer able to be sold under federal law. ECF Doc. 1 at 13 (¶¶25-26).

Amark “immediately” filed a claim with UPS, pursuant to Section 11 of the Master Agreement, stating that the total value of the goods was $21,835.58. ECF Doc. 1 at 14 (¶¶28-29). UPS acknowledged responsibility for damage to the Goods but refused to pay the full $21,835.58. ECF Doc. 1 at 14 (¶31). Instead, UPS paid only $223.86 “based upon the belief that the only damage that was incurred was relative to the material that was spilled.” ECF Doc. 1 at 14 (¶32).

II. Legal Standard
A. Failure to State a Claim
Before filing a responsive pleading, a party may move to dismiss any claim for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6). When reviewing a motion under Rule 12(b)(6), the court must “construe the complaint in the light most favorable to [the] plaintiff[ ], accept all the well-pleaded factual allegations as true, and draw all reasonable inferences in [the] plaintiff[’s] favor.” Guertin v. Michigan, 912 F.3d 907, 916 (6th Cir. Jan 4, 2019). But the court is “not bound to accept as true a legal conclusion couched as a factual allegation.” Papasan v. Allain, 478 U.S. 265, 286 (1986). To survive, the factual assertions in the complaint must be sufficient to “state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is facially plausible when a plaintiff “pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

*3 An argument that a plaintiff lacks statutory standing to bring a claim is distinct from the argument that a plaintiff lacks Article III or prudential standing, and it is not a question of subject-matter jurisdiction. Roberts v. Hamer, 655 F.3d 578, 580-81 (6th Cir. 2011); see also Northwest Airlines, Inc. v. Cty. of Kent, Mich., 510 U.S. 355, 365 (1994) (“The question of whether a federal statute creates a claim for relief is not jurisdictional.”). Instead, the statutory standing issue is treated as a failure-to-state-a-claim argument and reviewed under the same standard as a motion under Rule 12(b)(6). See, e.g., Roberts, 655 F.3d at 581.

B. The Carmack Amendment
The Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706, established a uniform, federal law mechanism through which a shipper may recover for loss or damage caused by an interstate carrier. See 49 U.S.C. § 14706; see also Exel, Inc. v. S. Refrigerated Transp., Inc., 807 F.3d 140, 148-50 (6th Cir. 2015). Under the Carmack Amendment, a carrier’s ability to limit liability for cargo damage is restricted – the carrier is fully liable to the shipper for damage to cargo unless the shipper agrees to some limitation in writing. Exel, Inc., 807 F.3d at 148. This mechanism relieves shippers of the significant burden of proving liability or negligence, while also making potential liability easier to predict for carriers through preempting state and common law claims. Id. But “[n]othing in the Carmack Amendment suggests that Congress also intended to protect the broker-carrier relationship by granting brokers a direct right to sue under the statute.” Id. at 148-49.

III. Standing Under the Carmack Amendment
Amark has no statutory standing to sue UPS under the Carmack Amendment because Amark has admitted it is a broker, not a shipper. For purposes of the Carmack Amendment, a “broker” is “ a person, other than a motor carrier or an employee or agent of a motor carrier, that as a principal or agent sells, offers for sale, negotiates for, or holds itself out by solicitation, advertisement, or otherwise as selling, providing, or arranging for, transportation by motor carrier for compensation.” 49 U.S.C. § 13102(2). A shipper, on the other hand, is the owner of the goods being transported. Cf. Exel, Inc., 807 F.3d at 143-44, 149-50 (indicating that, even when a carrier receives goods and a bill of lading directly from a broker, the broker’s customer who owned the goods was the shipper). As Amark contends (ECF Doc. 8 at 2-3), the complaint and its exhibits plainly identify Amark as a broker arranging for transportation of its customers goods through UPS, a motor carrier. See ECF Doc. 1 at 11-13, 20-23; see also 49 U.S.C. § 13102(14) (“ ‘[M]otor carrier’ means a person providing motor vehicle transportation for compensation.”). Further, nothing in the complaint, its exhibits, or Amark’s opposition brief indicates that Keocide – Amark’s customer and the shipper from whom UPS received the Goods – assigned any of its rights or causes of action to Amark. ECF Doc. 1 at 11-12; Exel, Inc., 807 F.3d at 143-44, 149-50 (permitting a broker to proceed on a Carmack Amendment claim as an assignee when the shipper had assigned the claim to the broker). Thus, Amark has no statutory standing to sue UPS under the Carmack Amendment, whether in its own behalf or on behalf of its customer. Excel, Inc., 807 F.3d at 148-49.

Accordingly, because Amark lacks statutory standing to bring a Carmack Amendment claim against UPS, Amark’s Count Two claim (ECF Doc. 1 at 7-8) must be DISMISSED for failure to state a claim. Roberts, 655 F.3d at 580-81; Northwest Airlines, Inc., 510 U.S. at 365.

IV. Remaining State-Law Claims (Breach of Contract and Negligence)
*4 The court’s jurisdiction in this case was entirely dependent upon Amark’s flawed Carmack Amendment claim. See ECF Doc. 1 at 2-3 (invoking only federal question jurisdiction under 28 U.S.C. § 1331 and 1337(a) because the matter involved a claim for more than $10,000 under 48 U.S.C. § 14706, and removing Amark’s related state-law claims in Counts One and Three under 28 U.S.C. § 1441(a)). Notably, UPS’ notice of removal does not invoke diversity jurisdiction under 28 U.S.C. § 1332. See ECF Doc. 1 at 2-3. Nor could it. Diversity jurisdiction requires the amount in controversy to exceed $75,000, exclusive of interest and costs. 28 U.S.C. § 1332(a). Even if Amark and UPS are diverse parties, Amark seeks to recover for a total loss of only $21,835.58, plus interest and costs. See ECF Doc. 1 at 15-17. And even if the court were to aggregate the sum demanded under each theory of recovery in the complaint, the complaint would seek a total of only $65,506.74 ($21,835.58 each for Counts One through Three) or $43,671.16 (if Count Two is omitted), plus interest and costs. Id. Thus, jurisdiction over Amark’s state-law claims must have come – if at all – through the court’s supplemental jurisdiction under 28 U.S.C. § 1367(a). And, once the only claim over which the court has original jurisdiction is dismissed, the court must decide whether to exercise supplemental jurisdiction over those claims. See 28 U.S.C. § 1367(c)(3) (“The district courts may decline to exercise supplemental jurisdiction over a claim…if…the district court has dismissed all claims over which it has original jurisdiction.”). Because the case has only recently been removed and no substantive actions have been taken in this court, the court declines to exercise supplemental jurisdiction over Amark’s state-law claims.

Accordingly, because the court declines to exercise supplemental jurisdiction over Amark’s remaining state-law claims, UPS’ motion to dismiss Counts One and Three (ECF Doc. 5) must be DENIED AS MOOT. And this action must be REMANDED to the state court where Amark originally filed it. 28 U.S.C. § 1447(c) (“If at any time before final judgment it appears that the district court lacks subject matter jurisdiction, the case shall be remanded.”).

V. Conclusion
Because Amark is a broker, and therefore lacks standing to bring a Carmack Amendment claim against UPS, Amark’s Count Two claim (ECF Doc. 1 at 7-8) is DISMISSED for failure to state a claim upon which relief can be granted. Further, because the court declines to exercise supplemental jurisdiction over Amark’s remaining state-law claims, UPS’ motion to dismiss Counts One and Three (ECF Doc. 5) is DENIED AS MOOT. Finally, this action is REMANDED to Cuyahoga County Court of Common Pleas, Case No. CV-19-923257.

IT IS SO ORDERED.

Dated: January 16, 2020
Thomas M. Parker
United States Magistrate Judge
All Citations
Slip Copy, 2020 WL 248976

Footnotes

1
The Master Agreement may be considered on this motion to dismiss because it was attached as an exhibit to and specifically referenced in the complaint. See Basset v. NCAA, 528 F.3d 426, 430 (6th Cir. 2008) (The court may consider “the complaint and any exhibits attached thereto…so long as they are referred to in the complaint and are central to the claims contained therein.”); Hensley Mfg. v. ProPride, Inc., 579 F.3d 603, 613 n.7 (6th Cir. 2009) (“The exhibits attached to the complaint are considered part of the complaint for purposes of a motion to dismiss. See Fed. R. Civ. P. 10(c).”).

2020 WL 110230

This case was not selected for publication in West’s Federal Reporter.
See Fed. Rule of Appellate Procedure 32.1 generally governing citation of judicial decisions issued on or after Jan. 1, 2007. See also U.S.Ct. of Appeals 3rd Cir. App. I, IOP 5.1, 5.3, and 5.7.
United States Court of Appeals, Third Circuit.
AMG RESOURCES CORPORATION, Appellant
v.
WOOSTER MOTOR WAYS, INC.; WMW Logistics, Inc.
No. 19-1356
|
Submitted under Third Circuit LAR 34.1(a) November 1, 2019
|
(Filed: January 9, 2020)
On Appeal from the United States District Court for the District of New Jersey (D.C. No. 2-15-cv-03716), District Judge: Honorable Susan D. Wigenton
Attorneys and Law Firms
Paul F. Carvelli, Esq., McCusker Anselmi Rosen & Carvelli, Florham Park, NJ, for Plaintiff-Appellant
Leonard C. Leicht, Esq., Timothy K. Saia, Esq., Morgan Melhuish Abrutyn, Livingston, NJ, for Defendants-Appellees
Before: HARDIMAN, PHIPPS, and NYGAARD, Circuit Judges.

OPINION*
PHIPPS, Circuit Judge.
*1 This dispute arose after a thirty-five-thousand-pound truckload of copper disappeared. The copper, which was valued at over $100,000, belonged to AMG Resources Corporation, and it was supposed to be transported from AMG’s scrap metal facility in Newark, New Jersey, to a customer in Reading, Pennsylvania. A driver arrived, the truck was loaded and weighed, and after preparing a bill of lading, AMG released the copper to the driver, who did not deliver it and has not been heard from since.

Due to that missing shipment, AMG, a Delaware corporation with a principal place of business in Pittsburgh, Pennsylvania, filed suit in the Superior Court of New Jersey, Law Division, Essex County. But AMG did not sue the actual driver. Instead, it raised several state-law claims against two entities that it alleges arranged for the transportation of the copper: a federally licensed motor carrier, Wooster Motor Ways, Inc., and a federally licensed freight broker, WMW Logistics, Inc. Both defendants are Ohio corporations, and both have their principal place of business in Wooster, Ohio.

Wooster Motor Ways and WMW Logistics removed this action to the District Court for the District of New Jersey. AMG did not seek to remand the action to state court; instead it amended its complaint to add a count under a federal statute, 49 U.S.C. § 14706, often referred to as the Carmack Amendment. The District Court had jurisdiction over AMG’s seven-count amended complaint. See 28 U.S.C. §§ 1331, 1332; see also id. § 1367. And after a two-day bench trial, the District Court entered judgment in favor of Wooster Motor Ways and WMW Logistics.

AMG now appeals the District Court’s ruling on two of those counts – the claim under the Carmack Amendment and a claim for breach of contract. Jurisdiction is proper in this Court, see 28 U.S.C. § 1291, and appellate review is de novo for the conclusions of law and clear error for findings of fact. See Pension Benefit Guar. Corp. v. White Consol. Indus., 215 F.3d 407, 409 (3d Cir. 2000). Recognizing that a reviewing court may affirm “on any basis supported by the record, even if it departs from the District Court’s rationale,” TD Bank N.A. v. Hill, 928 F.3d 259, 270 (3d Cir. 2019), we will affirm the judgment of the District Court.

I
The evidence presented at trial contextualizes the missing copper shipment. On 92 prior occasions, AMG relied on WMW Logistics to arrange for transportation of scrap metal. Only once did the truck that WMW Logistics coordinated belong to Wooster Motor Ways, which shares an address and has common ownership with WMW Logistics. In all other instances, the carrier was not Wooster Motor Ways. Despite their recurring business relationships, WMW Logistics and AMG never entered into a master agreement; each transaction was agreed upon separately.

For the copper load that went missing, AMG and WMW Logistics arranged for that shipment through email. That correspondence identified the contents (#1 copper), the purchase order number (#45181-14), the point of origin (AMG Newark, NJ), the destination (Cambridge Lee – Reading, PA), the load value ($76,000.00), as well as the price for the transportation ($625.00 All-In). Other details, such as the identity of the entity transporting the copper, were not included in the email chain, and WMW Logistics did not otherwise inform AMG of the carrier for the copper. As far as the timing, the parties separately understood that the copper was to be picked up at 9:00 a.m. on November 12, 2014.

*2 To find a driver for the job, WMW Logistics advertised on online boards. Ramon Theodore Knight responded to the advertisement, and after verifying Knight’s carrier license and insurance policy, WMW Logistics entered into a broker-carrier agreement with him for AMG’s November 12 shipment.

On November 12, a truck with an unknown driver arrived and provided a purchase order number for the copper load. With that, the truck was weighed, the copper was loaded with over $100,000 in copper, and AMG prepared a bill of lading listing the carrier as “MKD” along with a corresponding carrier number. After illegibly signing the bill of lading, the driver left with the copper, which did not arrive at its destination and has never been located.

Based on those facts, the issues on appeal relate to whether either WMW Logistics or Wooster Motor Ways is liable for the missing copper under the Carmack Amendment or contract.

II
A
As part of the Hepburn Act of 1906, the Carmack Amendment established a uniform federal standard to govern a railroad carrier’s liability for “loss, damage, or injury” to goods while in interstate transit. Pub. L. No. 59-337, sec. 7, § 20, 34 Stat. 584, 595 (originally codified at 49 U.S.C. § 20(11) (1906)). Central to its original operation was the “affirmative[ ] require[ment]” that a carrier provide a bill of lading or receipt to the shipper for the goods to be transported. Adams Express Co. v. Croninger, 226 U.S. 491, 504, 33 S.Ct. 148, 57 L.Ed. 314 (1913). Significantly, by providing a bill of lading to the shipper, the initial carrier assumed liability for any loss, damage, or injury that was caused by any carrier, even subsequent carriers, during transportation. See id. Through that provision, the Carmack Amendment linked “unity of responsibility” with “unity of transportation.” Atl. Coast Line R.R. v. Riverside Mills, 219 U.S. 186, 203, 31 S.Ct. 164, 55 L.Ed. 167 (1911). And that “relieve[d] shippers of the burden of searching out a particular negligent carrier from among the often numerous carriers handling an interstate shipment of goods.” Reider v. Thompson, 339 U.S. 113, 119, 70 S.Ct. 499, 94 L.Ed. 698 (1950). Instead, to make a prima facie case under the Carmack Amendment, a shipper had to establish only three elements: (i) that the initial carrier received the cargo in good condition; (ii) that the cargo was lost or damaged; and (iii) the amount of actual loss or damages. See Mo. Pac. R.R. v. Elmore & Stahl, 377 U.S. 134, 138, 84 S.Ct. 1142, 12 L.Ed.2d 194 (1964); CNA Ins. Co. v. Hyundai Merch. Marine Co., 747 F.3d 339, 353 (6th Cir. 2014).

The original Carmack Amendment also carried broad preemptive force. Its federal standard of liability superseded not only state law, but also any private contract between a shipper and a carrier. See Adams Express, 226 U.S. at 504, 33 S.Ct. 148; see also 49 U.S.C. § 20(11) (1906) (providing that “no contract, receipt, rule, or regulation shall exempt such … railroad … from the liability hereby imposed”); N.Y., New Haven & Hartford R.R. v. Nothnagle, 346 U.S. 128, 131, 73 S.Ct. 986, 97 L.Ed. 1500 (1953) (“With the enactment in 1906 of the Carmack Amendment, Congress superseded diverse state laws with a nationally uniform policy governing interstate carriers’ liability for property loss.”). The act, and its subsequent amendments, reinforce the Supreme Court’s longstanding observation that “[a]lmost every detail of the subject 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, 33 S.Ct. 148.

*3 In short, the Carmack Amendment of 1906 provided shippers with a federal cause of action – to the exclusion of all others – for property lost or damaged in transportation. With a bill of lading, a shipper could recover from the original carrier for loss or damage to goods in transportation caused by any carrier, regardless of state law or the terms of any private contract. See Kawasaki Kisen Kaisha Ltd. v. Regal-Beloit Corp., 561 U.S. 89, 106, 130 S.Ct. 2433, 177 L.Ed.2d 424 (2010) (“Carmack’s original premise is that the receiving carrier is liable for damage caused by the other carriers in the delivery chain.”).

B
Over time, the Carmack Amendment itself was amended – many times. See generally Kawasaki, 561 U.S. at 106-08, 130 S.Ct. 2433 (summarizing amendments to the Carmack Amendment); Emerson Elec. Supply Co. v. Estes Express Lines Corp., 451 F.3d 179, 183-87 (3d Cir. 2006). Relevant here is that after the Motor Carrier Act of 1935, Pub. L. No. 74-255, 49 Stat. 543, later versions of the Carmack Amendment covered motor carriers as well. Along with that expansion came statutory recognition of “brokers” – meaning any person, who is not a motor carrier, but who “as principal or agent, sells or offers for sale any transportation … or negotiates for, or holds himself or itself out by solicitation, advertisement, or otherwise as one who sells, provides, furnishes, contracts, or arranges for such transportation.” See id. § 203(18), 49 Stat. at 545; see also 49 U.S.C. § 13102(2) (providing current definition of “broker”). The Motor Carrier Act did not create liability for brokers for loss or damage to goods in transportation; that exposure remained with the original carrier. Beyond those substantive changes for motor carriers, the Carmack Amendment was later re-codified so that it now bilocates within the United States Code: one section applies to railroad transportation, see 49 U.S.C. § 11706, while another governs the subject matter of this litigation, motor vehicle transportation, see 49 U.S.C. § 14706.

In its current incarnation, the portion of the Carmack Amendment governing transportation by motor carriers differs in other respects from its 1906 progenitor. A carrier cannot now avoid the Carmack Amendment by failing to provide or accept a bill of lading. See 49 U.S.C. § 14706(a) (“Failure to issue a receipt or bill of lading does not affect the liability of a carrier.”); CNA Ins. Co., 747 F.3d at 355 (“Carmack’s requirement that the initial carrier issue the shipper a bill of lading is not a requirement to form an actual contract, though that is certainly acceptable and typically anticipated….”). A shipper can also sue any carrier, not just the original carrier. See 49 U.S.C. § 14706(a), (d). A carrier may also agree with the shipper in writing on the value of the goods in transit. See 49 U.S.C. § 14706(c)(1)(A). The statutory definitions have also expanded to encompass modern transportation. Compare 49 U.S.C. § 13102(3) (defining “carrier”), (23) (defining “transportation”), with 49 U.S.C. § 10102(2) (1982) (defining “carrier”), (25) (1982) (defining “transportation”).

Those amendments, while important, do not change the central operation of the Carmack Amendment. The elements of the prima facie case have remained constant. See, e.g., Paper Magic Grp., Inc. v. J.B. Hunt Transp., Inc., 318 F.3d 458, 461 (3d Cir. 2003); Beta Spawn, Inc. v. FFE Transp. Servs., Inc., 250 F.3d 218, 223 (3d Cir. 2001). Nor have the amendments altered the Act’s preemptive effect. The modern Carmack Amendment still preempts all state regulation regarding the loss or injury to goods in commerce, so that the shipper’s recourse is only against carriers. See Certain Underwriters at Interest at Lloyds of London v. United Parcel Service of Am., Inc., 762 F.3d 332, 335-36 (3d Cir. 2014).

III
*4 On this record, neither Wooster Motor Ways nor WMW Logistics is liable under the Carmack Amendment. The first element of a Carmack Amendment prima facie case is delivery to the initial carrier in good condition. See Mo. Pac. R.R., 377 U.S. at 138, 84 S.Ct. 1142; Beta Spawn, 250 F.3d at 223. But no evidence indicates that either Wooster Motor Ways or WMW Logistics arrived at AMG’s Newark facility as the initial carrier to pick up the copper load. And although the current version of the Carmack Amendment permits suits directly against subsequent carriers, see 49 U.S.C. § 14706(a), (d), there is no evidence that Wooster Motor Ways or WMW Logistics later transported the copper load. Therefore, AMG cannot recover from either entity.

IV
AMG fares no better with its breach of contract claim. As explained above, the Carmack Amendment provides the exclusive cause of action for loss or damage to goods transported by a motor carrier. See N.Y., New Haven & Hartford R.R., 346 U.S. at 131, 73 S.Ct. 986; Adams Express, 226 U.S. at 504, 33 S.Ct. 148; Certain Underwriters, 762 F.3d at 335-36. Since separate state-law claims for loss or damage to goods are preempted by the Carmack Amendment, AMG cannot recover on a breach-of-contract theory for the loss or damage to goods.

But even if a breach of contract claim were permitted, the District Court did not err in finding that the brief email exchange does not indicate that Wooster Motor Ways or WMW Logistics assumed responsibility for non-delivery of the copper. See AMG Res. Corp. v. Wooster Motor Ways, Inc., 2019 WL 192900, at *3 (D.N.J. Jan. 14, 2019). Without such an agreement, Wooster Motor Ways and WMW Logistics cannot be liable for breach of contract.

V
For the foregoing reasons, we will affirm the judgment of the District Court.

All Citations
— Fed.Appx. —-, 2020 WL 110230

Footnotes

*
This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent.