UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN

________________________________

CR ENGLAND, INC., a UTAH corporation,

also doing business in Michigan as 

TRANS-MAN LOGISTICS and ENGLAND

LOGISTICS SCE

Plaintiff,

-vsHAWTHORN MANUFACTURING

CORPORATION, an Ohio Corporation,

PITTSBURGH LOGISTICS SYSTMENS, 

INC., a Pennsylvania corporation d/b/a 

PLS FREIGHT SOLUTIONS

Defendants.

Case No.

HON. 

____________________________________/

COMPLAINT

Plaintiff, CR England, Inc., (“England”), by and through its attorneys Guinan Hayes 

Bisonet, states the following in support of its complaint:

1. Plaintiff is a Utah corporation with a principal place of business in Salt Lake City, 

Utah.

Parties

2. Plaintiff does business in Michigan under the names Trans-Man Logistics 

(“Trans-Man”) and England Logistics SCE (“England Logistics”).

3. Plaintiff maintains offices in Michigan, with offices related to the instant cause of 

action being located in Taylor, Michigan.

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4. Defendant Hawthorn Manufacturing Corporation (“Hawthorn”) is an Ohio 

corporation with a principal place of business in Independence, Ohio.

5. Hawthorn does extensive business in Michigan.

6. Defendant Pittsburgh Logistics Systems, Inc. (“PLS”) is a Pennsylvania 

corporation with offices located in Rochester, Pennsylvania.

7. Defendant PLS is a property broker, operating under authority number 

MC247621.

8. Defendant PLS does extensive and continuous business in Michigan, and has 

appointed an agent to accept service in Michigan on its behalf.

9. The Court has jurisdiction under 28 USC § 1332 because the parties are diverse 

(Utah, Ohio, and Pennsylvania) and the amount in controversy exceeds $75,000.

Jurisdiction and Venue

10. The Court has jurisdiction over the Declaratory Judgment petition pursuant to 28 

USC § 2201.

11. The contract between Plaintiff and Defendant Hawthorn specifies that Michigan 

state and federal courts have exclusive jurisdiction over any disputes arising under the contract.

12. The contract between Plaintiff and Defendant Hawthorn states that Michigan law 

will apply to the contract.

13. Venue in this district is proper under 28 USC § 1391 because it is the district in 

which a substantial part of the actions or omissions giving rise to Plaintiff’s claims occurred. 

The contracts between the parties at issue in this case were entered into in the state of Michigan,

and the performance of those contracts took place largely in Michigan.

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14. Plaintiff provides transportation management services in Michigan formerly as 

Trans-Man Logistics and currently England Logistics SCE.

Factual Allegations

15. Hawthorn is a manufacturer of various automotive parts and products, with 

several subsidiary companies providing parts or materials for the same.

16. Hawthorn contracted with Plaintiff to perform various transportation management 

services, (“TMS Agreement”) including freight bill auditing, processing, and freight payment

forwarding services for Hawthorn. A copy of the TMS Agreement is attached as Exhibit A.

17. The performance of the contract was to take place in the state of Michigan.

18. The contract was entered into in the state of Michigan.

19. Defendant PLS provided freight brokerage services to Hawthorn when 

Hawthorn’s freight management needs required those services.

20. Invoices for the carriage of Hawthorn’s freight, whether from a motor carrier or a 

freight broker, were processed, audited, and paid on behalf of Hawthorn by Plaintiff pursuant to 

the TMS Agreement. (Exhibit A).

21. Carriers and brokers submitted invoices to Hawthorn, care of Plaintiff.

22. Plaintiff would audit the freight bills, submit them to Hawthorn for approval, and 

then forward payment to carriers and brokers upon receipt of such payment from Hawthorn.

23. At all times relevant to this action, Plaintiff acted solely in the capacity as an

agent for Hawthorn Manufacturing.

24. In its dealings with Defendant PLS, Plaintiff held itself out as the agent of 

Hawthorn Manufacturing.

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25. The TMS Agreement lists multiple Hawthorn manufacturing subsidiaries whose 

manufacturing plants and associated freight costs and invoices were to be managed by TransMan under the agreement.

26. Hawthorn has failed to pay a substantial amount of carrier and broker invoices

relating to the Red Rock Facility, including those of Defendant PLS.

27. Hawthorn has failed to pay a substantial amount of carrier and broker invoices 

relating to the Columbus Components Group (“CCG”) facility, including those of Defendant 

PLS.

28. Defendant PLS claims it has provided $84,276.35.00 worth of freight brokerage

and/or carrier services on Hawthorn’s account to the Red Rock and CCG facilities.

29. Defendant PLS has made repeated demands to Plaintiff alleging that Plaintiff is 

somehow liable for the brokerage/carrier fees owed by Hawthorn, for freight moves made on 

Hawthorn’s account and for Hawthorn’s benefit.

30. Pursuant to an agreement between Plaintiff and Hawthorn, Hawthorn is obligated 

to indemnify Plaintiff for any and all costs incurred that result from Hawthorn’s failure to pay 

freight bill invoices or fulfill any other legal obligation. (Exhibit B)

COUNT I

31. Plaintiff incorporates all preceding paragraphs by reference.

BREACH OF CONTRACT- INDEMNIFICATINON

32. Pursuant to the Agreement attached as Exhibit B, Hawthorn is required to 

indemnify Plaintiff for all costs incurred, including attorney fees, as a result of Hawthorn’s 

failure to pay its freight bill invoices or fulfill any other legal obligation.

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33. Defendant Hawthorn has failed to pay freight bill invoices owed to Defendant 

PLS.

34. Defendant Hawthorn has failed to pay freight bill invoices owed to other motor 

carriers who provided transportation services to Defendant Hawthorn.

35. Plaintiff has incurred attorney fees and other costs as a result of Defendant’s 

breach of its contractual obligations to Defendant PLS.

36. Plaintiff has incurred attorney fees and other costs as a result of Defendant’s 

breach of its contractual obligations to other motor carriers who provided transportation services 

to Defendant Hawthorn.

37. Defendant Hawthorn is obligated to indemnify Plaintiff for those costs and any 

future costs which arise from, or relate to, Hawthorn’s failure to pay its transportation service 

providers.

38. Plaintiff has demanded that Defendant Hawthorn indemnify Plaintiff and 

Defendant Hawthorn has failed to do so.

39. Defendant Hawthorn’s failure to indemnify Plaintiff constitutes a breach of the 

Agreement between Hawthorn and Plaintiff.

40. Pursuant to the same Agreement, Plaintiff is entitled to recover attorney fees 

incurred in enforcing any right under the Agreement.

WHEREFORE, Plaintiff respectfully requests that this Court enter a judgment against 

Defendant Hawthorn and in favor of Plaintiff for all costs incurred, including attorney fees,

which are attributable to Hawthorn’s failure to pay its transportation service providers, including 

Defendant PLS, in an exact amount to be determined at the time of judgment.

REQUEST FOR RELIEF

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COUNT II

DECLARATORY JUDGMENT

41. Plaintiff incorporates all preceding paragraphs by reference.

42. Acting as the agent of Hawthorn, Plaintiff arranged with Defendant PLS for the 

movement of Hawthorn’s freight.

43. Defendant PLS, acting as a freight broker, arranged with various motor carriers 

for the transportation of Defendant Hawthorn’s freight.

44. In all such arrangements, Plaintiff explicitly stated it was acting “As Agent for 

Hawthorn Manufacturing.” (Exhibit C).

45. In all such arrangements, Plaintiff directed Defendant PLS to submit freight bills 

to “Hawthorn Manufacturing Company c/o England Logistics.” (Exhibit C)

46. Defendant Hawthorn Manufacturing has failed to pay the freight bills submitted 

by Defendant PLS.

47. Defendant PLS has repeatedly asserted that Plaintiff, and not Defendant 

Hawthorn, is liable for payment of Hawthorn’s accounts.

48. Plaintiff, acting as agent for a disclosed principal, Hawthorn, incurred no personal 

liability on contracts entered into by Hawthorn and PLS.

49. Plaintiff never contracted with Defendant PLS in Plaintiff’s name on Plaintiff’s 

account for the delivery of freight belonging to Defendant Hawthorn.

50. Plaintiff never contracted with Defendant PLS to act as a guarantor or surety of 

Defendant Hawthorn’s obligations to Defendant PLS.

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51. Pursuant to Plaintiff’s contract with Defendant Hawthorn, Plaintiff is only 

responsible for the payment of Hawthorn’s transportation service providers upon receipt of such 

payment from Hawthorn.

52. Plaintiff thus acted solely as a conduit with regard to payment by Hawthorn for 

services provided by its transportation service providers such as Defendant PLS.

53. Plaintiff’s sole responsibility to PLS, under both contract and statute, is to 

transmit funds, when received, from Hawthorn to PLS.

54. Plaintiff has not received funds from Hawthorn for the payment of the freight bills

for which Defendant PLS is demanding payment from Plaintiff.

WHEREFORE, Plaintiff respectfully requests that this Court enter a judgment declaring 

that:

REQUEST FOR RELIEF

1) That Plaintiff was acting solely in the capacity as an agent for Defendant 

Hawthorn in its interactions with Defendant Hawthorn’s transportation service 

providers;

2) That no contract exists between Plaintiff and Defendant PLS respecting the 

movement of Defendant Hawthorn’s freight;

3) That Defendant PLS provided the services at issue in this matter to Defendant 

Hawthorn on Defendant Hawthorn’s account and for Defendant Hawthorn’s 

benefit;

4) That Plaintiff has received no funds from Hawthorn for the payment of the 

freight bills for which PLS demands payment from Plaintiff; and

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5) That Plaintiff is not liable to Defendant PLS for $84,276.35.00 or any other 

amount allegedly owed PLS relating to the movement of Defendant 

Hawthorn’s freight by PLS.

Respectfully submitted,

July 4, 2009 ____/s/__Tyler N. Hayes___________

GUINAN HAYES BISONET PLLC

Attorneys for Plaintiff

219 North Seventh Street, Suite 2

Grand Haven, MI 49417

(616) 847-1234 (Telephone)

(616) 847-1223 (Facsimile)

tyler@thirdcoastlaw.com

(P70848)

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