with contract law, regardless of which party prepared the contractual document.
Watkins argues that in a District of Idaho case and a Western District of New York
case, courts have found that unfiled tariffs were impliedly incorporated into a bill of
lading. (Reply 4). However, neither of the cases are controlling precedent.

Watkins also cites to Tempel Steel Corp. v. Landstar Inway, Inc, 211 F.3d
1029, 1030 (7" Cir. 2000) in support of its position. However, inTempel the bill of
lading at issue stated that the shipped item was received “subject to classifications
and tariffs in effect on the date of the issue of this Bill of Lading.” Jd. The bill of
lading in Tempel is thus clearly distinguishable from the bill of lading in the instant
suit. The bill of lading in the instant suit likewise makes reference to tariffs in effect
on the date of issue, but unlike the bill of lading in Tempel, the bill of lading in the
instant action also includes a specific reference to filed tariffs. Watkins could have
sought terms in its agreement with Sharp to limit its liability, and Watkins chose not
to do so in regards to unfiled tariffs. It would be unfair to allow Watkins to alter the
terms of the contract at the very point when Sharp seeks to enforce them and it
would be unfair to presume that Sharp somehow knew that the unambiguous
language in the bill of lading had some hidden meaning, expanding the scope of the
limitation of liability. Therefore, we deny Watkins’ motion for partial summary

judgment.


unfiled tariff, damages should be limited to $25.00 per pound because no value was
declared on the bill of lading.

Watkins argues that we should read the bill of lading according to Watkins’
interpretation because the bill of lading was prepared by Sharp and thus the
document “must be strictly construed against the party which prepared it” and that
inferences should be drawn in favor of the party that did not prepare the bill of
lading. (Reply 2). Watkins first cites a variety of cases for this proposition (Mot. 3-
4)(Reply 2), none of which are controlling precedent. Even if we were to strictly
construe the bill of lading against Sharp, there is no ambiguity in the bill of lading in
the instant action. The bill of lading specifically referred to “lawfully filed tariffs.”
The fact that Sharp prepared the document does not allow Watkins to now change
the clear terms of the agreement. If, for example the bill of lading merely made
reference to “tariffs” in general, perhaps the fact that Sharp prepared the document
would warrant inferences in Watkins’ favor that unfiled tariffs were impliedly
included, but the bill of lading in the instant action is clear and unambiguous on this
point. The document is of such clarity that Watkins should have had no
misunderstanding as to what tariffs were covered, and if Watkins thought it prudent
to include unfiled tariffs, Watkins could have requested the term “filed” be removed
or that “and unfiled” be added to the bill of lading. Watkins is not an
unsophisticated party in matters concerning shipping contracts. It is apparent that
now, after the fact, when Watkins realizes that the terms it agreed to are not to its
liking, that Watkins seeks to alter the terms. Such an alteration is not in accordance

4


CONCLUSION
Based on the foregoing analysis, we deny Watkins’ motion for partial

summary judgment.

Samuel Der-Yeghiayan

United States District Court Judge

Dated: February 7, 2005


IN THE UNITED STATES DISTRICT COURT WV
FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

MITSUI SUMITOMO )
INSURANCE CO., LTD., a/s/o )
SHARP ELECTRONICS CORP., )
and SHARP ELECTRONICS )
CORP., )
)

Plaintiffs, )

)

v. ) No. 03 C 2741

)

WATKINS MOTOR LINES, INC., )
)

Defendant. )

MEMORANDUM OPINION

SAMUEL DER-YEGHIAYAN, District Judge

This matter is before the court on Defendant Watkins Motor Lines, Inc.’s
(“Watkins”) second motion for partial summary judgment to limit liability. For the

reasons stated below, we deny Watkins’ motion for partial summary judgment.

BACKGROUND
The majority facts in this action are not contested. Defendant Watkins is
engaged in business as a motor carrier. Plaintiffs allege that Plaintiff Sharp
Electronics Corp (“Sharp”) hired Watkins to transport a shipment of projectors and

that on April 30, 2001, Watkins received from Sharp a shipment of twenty-three


projectors with an invoice value of $85,100. Watkins failed to deliver the projectors
to the intended destination. Watkins contends however, that it is not liable because
Sharp did not file a claim with Watkins in a timely fashion. Watkins also claims that
under the terms of the bill of lading and incorporated tariff for the projectors,
Watkins has only limited liability for the loss. On October 7, 2004, we granted
Plaintiffs’ motion for summary judgment, finding Watkins liable under the Carmack
Amendment, 49 U.S.C. § 14706, to the Interstate Commerce Act. Watkins had also
moved for summary judgment to limit its liability and on October 7, 2004, we denied
the motion without prejudice due to Watkins’ failure to follow the requirements of
Local Rule 56.1. Watkins has now filed a second motion for summary judgment

seeking to limit its liability.

LEGAL STANDARD

Summary judgment is appropriate when the record reveals that there is no
genuine issue as to any material fact and the moving party is entitled to judgment as
a matter of law. Fed. R. Civ. P. 56(c). In seeking a grant of summary judgment the
moving party must identify “those portions of ‘the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the affidavits, if any,’ which it
believes demonstrate the absence of a genuine issue of material fact.” Celotex Corp.
v. Catrett, 477 U.S. 317, 323 (1986) (quoting Fed. R. Civ. P. 56(c)). This initial
burden may be satisfied by presenting specific evidence on a particular issue or by

pointing out “an absence of evidence to support the non-moving party’s case.”/d. at


325. Once the movant has met this burden, the non-moving party cannot simply rest
on the allegations or denials in the pleadings, but, “by affidavits or as otherwise
provided for in [Rule 56], must set forth specific facts showing that there is a
genuine issue for trial.” Fed. R. Civ. P. 56(e). A “genuine issue” in the context of a
motion for summary judgment is not simply a “metaphysical doubt as to the material
facts.” Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp, 475 U.S. 574, 586
(1986). Rather, a genuine issue of material fact exists when "the evidence is such
that a reasonable jury could return a verdict for the nonmoving party." Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248 (1986); Insolia v. Philip Morris, Inc. 216
F.3d 596, 599 (7th Cir. 2000). The court must consider the record as a whole, in a
light most favorable to the non-moving party, and draw all reasonable inferences that
favor the non-moving party. Anderson, 477 U.S. at 255; Bay v. Cassens Transport

Co., 212 F.3d 969, 972 (7th Cir. 2000).

DISCUSSION
Watkins argues that its tariff limits Watkins’ liability for loss or damage to
$25.00 per pound. It is undisputed in this action that when Watkins entered into the
contract with Sharp the bill of lading for the shipment was prepared by Sharp on its
own bill of lading form and that the form provided that Watkins would receive the
shipment “subject to classifications and lawfully filed tariffs in effect on the date of
the issue of the Bill of Lading.” (emphasis added)( R SF 7). Watkins argues that its

unfiled tariffs should be read into the bill of lading and that, based on Watkins’