Ferrari Foundation Limited v Williams Agencies Inc et al

THE EASTERN CARIBBEAN SUPREME COURT IN THE HIGH COURT OF JUSTICE SAINT VINCENT AND THE GRENADINES SVGHCV2007/0323 BETWEEN: FERRARI FOUNDATION LIMITED CLAIMANT -AND- WILLIAMS AGENCIES INC. CARLOS WILLIAMS DEFENDANTS Appearances: Mr Samuel E. Commissiong for the Claimant, Mr Jaundy Martin for the Defendants. 2015: Jun. 11 Jul. 13 JUDGMENT BACKGROUND

[1]Henry, J.: Ferrari Foundation Limited (“Ferrari”) is a local entity engaged in the business of providing container haulage and garage services. Ferrari brought this action against Williams Agencies Inc. (“Williams Agencies”) and its Manager Carlos Williams claiming $22,375.00 with interest, for rental of heavy load trailers and flat racks and related expenses. Ferrari claims that Williams Agencies and Carlos Williams rented the equipment from it between February and May 2006 under an oral agreement. Ferrari alleges further that in breach of the agreement, Williams Agencies and Mr Williams failed to make full payment for the services which included additional charges for “wait time”, “trailer lay time” and consequential repairs to the trailers and flat racks. Williams Agencies denies that it was in existence at the time of the alleged agreement. It maintains that it was never a party to any such agreement. Carlos Williams acknowledges that he contracted Ferrari to transport containers to various locations for him but denies that he had any agreement with Ferrari to rent trailers or flat racks, or to repair them. Carlos Williams also denies that his agreement with Ferrari included any terms for “wait time” or “trailer lay time”.

ISSUES

[2]The issues are: 1. Whether Ferrari had an oral agreement with Williams Agencies or with Carlos Williams for: (a) transportation of containers; (b) rental of trailers and flat racks; or (c) additional charges for “wait time”, “trailer lay time”, repair to trailers and flat racks and for subletting trailers? 2. If so, whether Williams Agencies or Carlos Williams owes Ferrari for transporting containers, rental of trailers, “wait time”, “trailer lay time” or repairs and how much is owed? ANALYSIS Issue 1 – Did Ferrari have an oral agreement with Williams Agencies or with Carlos Williams for transportation of containers, rental of trailers and flat racks or additional charges for “wait time”, “trailer lay time”, repairs to trailers or for subletting trailers?

Williams Agencies

[3]It is trite law that a binding contract is created where one party makes a promise to another party to do or restrain from doing something, in exchange for a promise by the other. A contract is valid and legally enforceable only if the parties intended to contract and they agreed on the terms of the contract on which there is sufficient certainty. An essential feature of a legally binding contract is that each party must have the capacity to contract.

[4]Mr Patrick Ferrari testified as Ferrari’s representative. He said that his company “was always dealing with Williams Agencies”, with whom they had an oral standard agreement for rental of containers and flat racks. He indicated that the agreement covered the period February 2006 to May 2006. Williams Agencies insists that it was not in existence at the time of the alleged contract and therefore could not be a party to it. Its director, Carlos Williams exhibited a copy of its Certificate of Incorporation showing the date of incorporation to be 15th August 2007. Having examined the Certificate of Incorporation, I am satisfied that Williams Agencies Inc. was not incorporated until August 15th 2007. It was not in existence at the time of the alleged agreement with Ferrari and therefore did not have the requisite capacity to contract. I find that Williams Agencies was not party to the alleged agreement with Ferrari.

Carlos Williams

[5]Mr Ferrari deposed that Mr Williams habitually rented trailers from Ferrari to transport loaded containers from Customs to the VINLEC project at Lowmans. He testified that Ferrari was contracted to de-stuff the containers and return them empty to the Port Authority compound. He stated that Mr Williams was billed $300.00 for each trip. Mr Ferrari averred that Mr Williams rented several 40ft containers with flat racks from Ferrari between February and May 2006. He described the agreement with Mr Williams as follows: “I was asked how much I would charge to transport containers to Lowmans bayside. I said I would carry the containers to site, leave it and come back for it the next day. There is nothing else about the agreement.” Under cross-examination, he denied that the agreement involved taking the containers to site and off-loading them.

[6]Mr Williams testified that he had an agreement with Mr Ferrari to take containers from the port to various locations and to return the empty containers to the port. He agreed that Mr Ferrari transported several flat racks from Lowmans port to the VINLEC project site (“the site”) at an agreed rate of $300.00. He denied ever renting a trailer from Mr Ferrari. He insisted that he was only responsible for haulage and nothing else. Mr Williams admitted in his pleadings and in his evidence that he had an agreement with Ferrari to transport containers to the site at the rate of $300.00 per container. Both parties are consistent regarding the existence of such a contract. Accordingly, I find that Ferrari and Carlos Williams had a contract whereby Ferrari at Carlos Williams’ request, agreed from time to time to transport containers at a rate of $300.00 from Lowmans port to other locations.

[7]Mr Ferrari and Mr Williams agree on nothing else regarding the contractual relationship. While Mr Williams concedes that Ferrari transported the containers on trailers, he denies having a rental agreement in respect of those trailers. Ferrari maintains that such an agreement existed. It is one party’s word against the other. What is lacking however is specific details regarding the dates, times and hours that the trailers were utilized. The absence of these specifics makes it extremely difficult to ascertain what exactly the parties agreed to regarding the use of the trailers. While I have no doubt that trailers were used to transport the containers from the port to the site, there is insufficient evidence which supports Ferrari’s claim that it rented trailers to Carlos Williams. Mr Ferrari’s testimony is that Ferrari rented containers to Mr Williams with flat racks at a trip rate of $300.00. He does not attempt to dis-aggregate the two transactions. The logical inference is that each contract related to a single transaction which attracted a fee of $300.00. I am bolstered in arriving at this conclusion by Mr Ferrari’s description of the contractual terms under cross-examination. He was quite clear that the agreement was for transportation of containers and nothing else. I find that there was no agreement between Ferrari and Mr Williams for rental of trailers or flat racks.

[8]Ferrari claims and Mr Ferrari testified that Mr Williams agreed to make additional payments for “wait time”, “trailer lay time”, repairs to a damaged trailer and for subletting trailers. Quite significantly, under cross-examination he said that Ferrari was not required to off-load the containers at the site. Furthermore, he accepted that if the agreement was simply to take the goods to the site, there would be no issue of “wait time” or “trailer lay time”. By his contradictory accounts, Mr Ferrari undermines the veracity of and foundation for Ferrari’s claim. In addition, Ferrari produced no evidence of any agreement for payment by Mr Williams for repairs to damaged trailers or other equipment or for subletting trailers. Ferrari supplied not one scintilla of evidence of the existence or breach of such terms and conditions. In the round, Ferrari has failed to establish on a balance of probabilities that Mr Williams agreed to make additional payments for “wait time”, “trailer lay time”, repairs to trailers or subletting of trailers. I accordingly hold that Mr Williams had no such agreement with Ferrari. Issue 2 – Does Williams Agencies or Carlos Williams owe Ferrari for transporting containers, rental of trailers, “wait time”, “trailer lay time”, repairs or subletting of trailers, and how much is owed?

[9]Based on the foregoing, Williams Agencies is not indebted to Ferrari for any payments under the oral agreement as it was not a party to the agreement. Mr Williams on the other hand owes Ferrari for any sums outstanding for transporting containers, but not for rental of trailers, wait time, trailer lay time or for repairs or subletting of trailers. I so find. An examination of the invoices presented by Ferrari discloses that Mr Williams was billed for $22,375.00 in respect of invoice numbers 3561C, 3562C, 3563C, 3593C, 3598C and 3186C. Of that figure $17,275.00 is for trailer rental, repair damage to trailer/chassis (including mobilizing, welding plant and gear), wait time, trailer lay time, repairs and fees for collecting straps, crane access and excess storage which were not part of the contract. The difference in both figures is $5,100.00 which represents the amount owed to Ferrari by Mr Williams. Ferrari is entitled to recover that sum and I so order.

ORDERS

[10]It is accordingly ordered: The learned Registrar is directed to pay out to Ferrari the sum of $4,810.00 paid into court by attorneys for Mr Carlos Williams. Carlos Williams is to pay Ferarri Foundation Limited a further sum of $290.00 in full satisfaction of the debt. Ferrari’s claim for $17,275.00 being the aggregate amounts claimed for “wait time”, “trailer lay time”, repairs, rental and subletting of trailers is dismissed. I make no order as to costs. ….………………………………… Esco L. Henry HIGH COURT JUDGE