International Auto Logistics, LLC v. Vehicle Processing Center of Fayetteville, Inc. et al, No. 2:2016cv00010 - Document 68 (S.D. Ga. 2017)

Court Description: ORDER granting IAL's 44 Motion for Summary Judgment. IAL owes VPCF $59,446.58. IAL shall have 7 days from today's Order to submit documentation and arguments supporting its request for attorneys' fees. VPCF shall have 7 days thereafter to file any opposition therto. Signed by Judge Lisa G. Wood on 5/16/2017. (ca)
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International Auto Logistics, LLC v. Vehicle Processing Center of Fayetteville, Inc. et al Doc. 68 States; Btiettntt Court for tfie ^outfiem IBifiitrict of 4leorgia PrnnsitDtrk SStbifiiton FILED Scott L. Poff, Clerk United States District Court By casbell at 3:39 pm, May 16, 2017 INTERNATIONAL AUTO LOGISTICS, LLC, Plaintiff, 2:16-CV-10 V. VEHICLE PROCESSING CENTER OF FAYETTEVILLE, INC.; BRETT HARRIS; and BRETT HARRIS CONSULTING; Defendants. ORDER Plaintiff International Auto Logistics, LLC (^^lAL") was within its rights when it terminated Defendant Vehicle Processing Center of Fayetteville, Inc.'s (^^VPCF") Subcontract after VPCF violated the Service Contract correctly calculated how much it owed VPCF. Act, and lAL Summary judgment will be granted to lAL. BACKGROUND lAL Siibcon'tracts wibh VPCF "bo Process and Sbore Vehicles lAL is a government contractor that transports and stores the personal Dkt. No. 44-3 vehicles 3-4. of Department of Defense personnel. In early 2013, lAL approached VPCF to run a vehicle-processing and -storage center. Dkt. No. 44-2 S A0 72A (Rev. 8/82) Dockets.Justia.com 8; Dkt. No. 44-4 at 26:14-22, 32:9-11. According to VPCF, lAL offered to pay it 90-95% of what the government paid lAL for storing vehicles. Id. at 38:20-39:16, 42:5-44:24. VPCF does not present any documents as a memorial of this other than the parties' Subcontract. Id. at 42:5-44:24. The parties signed that Subcontract on different days: VPCF on March 28, 2014, and lAL on April 9, 2014. 44-5 at 12. [t]hereto Dkt. No. The Subcontract, ^'including any and all Exhibits which [we]re incorporated [t]herein by reference, constitute[d] the entire agreement and understanding between the Parties." Id. SI 24. Because the Subcontract was for government work, it obligated VPCF to adhere to ^'the labor practices and Contract Act." wage determinations Id. at 13. . . . [of] the Service More generally, it bound VPCF to obey all federal laws, dkt. no. 44-5 SI 27, and authorized lAL to terminate the Subcontract for default if VPCF ^'fail[ed] to perform any of the . . . provisions of [the Subcontract] or so fail[ed] to make progress as to endanger performance of the [underlying government] contract." Id. SI 16(a)(ii). VPCF's contractual duty was to ''[p]erform the necessary functions to establish, staff and operate" the vehicle center. Dkt. No. 44-5 at 13. It was burdened with 'Ma]ll necessary cost to fulfill [its] obligations." Id. at 15. Its compensation was detailed in Exhibit B, completed sometime between April 9, 2014 and May 1, 2014. Id. at 16; Dkt. 16-17, No. 44-4 at 42:2-44:24; Dkt. No. 45 55 24. Exhibit B had a page dated April 9, 2014, named '^VPCF Rates." Dkt. No. 44-5 at 17. It specified that lAL would pay VPCF $73.41 per vehicle for storage. Id. The next page summarized VPCF's anticipated ^"costs" as Of April 9, 2014, including 5% for contingency and $425,000 in profit. came out to $3,597,484. Id. Id. at 18. Following that The total was a page labeled ''VPCF Rate Calculations," also dated April 9, 2014. Id. at 19. Halfway down the page was a breakdown of how VPCF's rates were calculated {included in full because of its significance to the present dispute): CLINS 200 & 201 (Processed In & Processed Out) 4.5% Storage Processing In/Out $161,887 Annual Processed Vehicles 3,900 Amount/Vehicle Processed In or Processed Out (Initial Sub [unclear]) $41.51^ Per Unit Rate (Cost excluding Facilities Lease) $14.70 Per Unit Rate (Contingency) $0.56 Per Unit Rate (Facilities Lease)* Per Unit Rate (Profit) Per Unit Rate Check Total CLIN 202 (Monthly Rate) 95.5% to Vehicle/Month Rate Car/Months (3900*12) Monthly Rate $21.35 $4.90 $41.51 $3,435,598 46,800 $73.41 Per Unit Rate (Cost excluding Facilities Lease) $25.99 Per Unit Rate (Contingency) $1.00 ^ lAL later adjusted this rate upward to $50.41. 3 Dkt. No. 44-3 2 29 & n.3. Per Unit Rate (Facilities Lease)* $37.75^ Per Unit Rate (Profit) $8.67 Per Unit Rate Check Total $73.41 Id. (emphases (stating vehicle guaranteed), The added); Court Processing see estimates 96:15-97:18 notes also that In/Out" is Dkt. were No. 4.5% meaning $161,887 of at historical (identifying the 44-4 beside VPCF's 95:7-16 and of never ''CLINs"). ^M.5% anticipated Storage ""costs"; likewise, the $3,435,598 for ""95.5% to Vehicle/Month Rate" is 95.5% of the cost-contingency-profit total. lAL Terminates VPCF's Subcontract for Labor Violations VPCF started operating the center on May 1, 2014. No. 45 SI 24; Dkt. No. 51-1 SI 24. It did not pay its employees fringe benefits mandated by the Service Contract Act. No. 44-4 at 107:22-08:12 (attributing this to ignorance). sent a cure notice on October 9, employees were not being timely paid. also Dkt. No. 45 SI 32 n.4 Dkt. 2014, noting also Dkt. lAL that Dkt. No. 44-6 at 2; see (noting internal concern because ""lAL . . . had paid VPCF $544,934.26 . . . [a]nd yet VPCF still was not paying its employees or its vendors."). VPCF responded by admitting that July payroll was briefly delayed. ^ This rate is miswritten as $37.35 in one of lAL's declarations; nevertheless, the declaration's conclusion that $35.66 was the listed perunit rate minus the facilities lease is correct. See Dkt. No. 44-3 SI 30. but October 15's was not,^ and conceding its failure to pay fringe benefits. lAL sent Dkt. No. 44-7 at 2, 4-6. out an auditor. Dkt. No. 44-9 at 2. On November 4, 2014, lAL expressed continued concern about VPCF's payroll delays, initial misunderstanding of its fringe-benefit duties, failure to properly maintain the vehicles in its care, and possible misuse of funds. Id. at 2-3; see also Dkt. No. 44-4 at 73:16-75:25 (claiming maintenance was ""impossible" due to lAL's choice of an inadequate facility), 112:5-6 (calling wage violations ""an oversight on our part."). it was considering terminating the lAL warned that Subcontract. Id. at 4. VPCF replied on November 14, 2014, claiming to have corrected its labor-law violations. Dkt. No. 44-10 said it had made maintenance-related hires. On Dkt. December No. personnel 3, 44-11 at 2. payments 2014, lAL terminated at 2-3. It also Id. at 3-4.^ the Subcontract. It identified the causes as improper and payroll delays, plus lAL's ""continu[ing] to receive complaints that while checks [were] being distributed timely, employees [were being] asked to hold ^ VPCF eventually admitted that August payroll had also been late. Dkt. No. 44-4 at 117:9-19. At that time, VPCF complained that lAL had not been paying it. Id. at 4. But Exhibit B says that lAL would only pay VPCF "[u]pon successful billing to [the government] and payment to [lAL]," dkt. no. 44-5 at 16, and lAL presented undisputed evidence that the government ^*owed lAL approximately $12 million in past-due invoices" as of November 26, 2014. Dkt. No. 44-3 5 33 n.5; cf. Dkt. No. 4 4-5 at 16 ("The [government] closes its books September 30. It is not unusual for [it] to not pay any invoices for approximately a 2-3 week period[.] Subcontractor must plan aacordlngly to manage anticipated cash flow re<ju±rements[.]" (emphasis in original)) . checks because they [would not] clear and those that refuse[d] to do funds." so ha[d] Id. had the checks returned at 4-5; see also Dkt. No. for non-sufficient 44-4 at 121:21-22:8 {admitting to asking employees to hold paychecks and having paychecks bounce, but blaming lAL for not paying VPCF), 124:924 (admitting lAL had paid VPCF about $545,000). complained about vehicle maintenance and records. lAL also Id. at 5. lAL and VPCF Disagree as to VPCF's Due Upon termination, lAL estimated that it would pay VPCF $130,147.93 for debt owed through November 30, 2014, plus "a pro rata basis" determined by ^'the monthly rate identified in . . . Exhibit B" for debt through December 5, 2014. 6. Id. at 5- On October 13, 2015, lAL characterized its final amount due as $56,446.58. Dkt. No. 44-3 1% 29-37; Dkt. No. 44-12 at 2-74. since (It $59,446.58. has adjusted that amount to Dkt. No. 44-3 1 42; Dkt. No. 45 SI 38.) VPCF contested this on December 15, 2015. 13. upward Dkt. No. 44- It claimed a storage-compensation rate of ''95.5% of the total monies that lAL was to receive for storage" from the government, based on alleged agreements as of October 25, 2013 and March 28, 2014. Id. at 2-3. VPCF claimed lAL wrongly altered this rate when lAL signed the Subcontract on April 9, 2014. Id. at 3. VPCF demanded $3,144,450.70. Id. at 6. It also complained about lAL's facility selection and said its ability to cure its fringe-benefit violation was hindered by lAL's withholding a monthly payment. Id. at 4-6. The Parties Come to Court On January 15, 2016, lAL sought declaratory judgment as to the debt. Dkt. No. 1 SISI 22-25. of contract on March 11, 2016. VPCF counterclaimed breach Dkt. No. 18 SISI 36-39. moved for summary judgment on October 31, 2016. That motion disposition. has been fully briefed and is lAL Dkt. No. 44. now ripe for Dkt. Nos. 45-46, 51, 57-58, 62, 66. LEGAL STANDARD Summary judgment is required where ^'the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Civ. P. 56(a). A fact is ^'material" if it ^'might affect the outcome of the suit." 658 F.3d 1282, Fed. R. 1307 FindWhat Inv^r Grp. v. (11th Cir. 2011) FindWhat.com, (quoting Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). ^^genuine" if the ^^evidence is such that a Anderson v. A dispute is reasonable jury could return a verdict for the nonmoving party." Id. The court must view the evidence most favorably to the nonmovant and draw Booker all reasonable inferences in its favor. T. Washington (11th Cir. 2000). Broad. Serv., Inc., 234 Johnson F.3d v. 501, 507 The movant must establish that there is no genuine issue of material fact by showing that the nonmovant's case lacks supporting evidence. 323, 325 (1986). Celotex Corp. v. Catrett/ 477 U.S. 317, If it does, then the nonmovant can show '^that the record in fact contains [such] evidence, sufficient to withstand a directed verdict motion, which was ^overlooked or ignored' by the [movant], who has thus failed to meet [its] initial burden." Anderson, 477 U.S. at 257; Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1116 (11th Cir. 1993) (quoting Celotex, 477 U.S. at 332 (Brennan, J., dissenting)). nonmovant can withstand a present directed ''additional verdict motion alleged evidentiary deficiency." If than the a nonmovant repetition district court instead of must at trial sufficient based to on the Id. at 1117. brings [its] enter evidence Or, the forward "nothing conclusory summary more allegations, judgment." the Peppers v. Coates, 887 F.2d 1493, 1498 (11th Cir. 1989). DISCUSSION VPCF undisputedly breached the Subcontract and there is no genuine factual dispute as to lAL's calculations, so lAL is entitled to summary judgment. The Court will first partially disregard^ VPCF's principal Terry Johnson's testimony. ^ A motion to strike a declaration declaration is not a pleading. strike and instead is procedurally improper, as a The Court therefore denies lAL's motion to "consider[s] [it] 8 insofar as it is a notice of I. JOHNSON'S DECLARATION IS PARTIALLY DISREGARDED. Johnson's declaration will be disregarded insofar as it raises previously undisclosed expenses.^ ^'When a party has given clear answers to unambiguous questions which negate the existence of any genuine issue of material fact, that party cannot thereafter create such an issue with an affidavit that merely contradicts, clear testimony." without Van T. explanation, Junkins & previously Assocs., Inc. Indus., Inc., 736 F.2d 656, 657 (11th Cir. 1984). v. given U.S. Johnson's declaration contradicts his clear deposition testimony. lAL's deposition notice informed VPCF that damages would be a topic for examination. Following ^'the a last Dkt. series of of [his] No. 57-1 at 26; calculations, damages Dkt. Johnson trial." 57-2 at 3. testified calculation[s]" was based on certain compensation-rate formulae. 313:21-314:6. No. that $4,041,433, Dkt. No. 44-4 at He concluded, ^'That's what I'll testify [to] in Id. at 316:14; see also id. at 280:4-7 CMQ^] [l]f there's something else you claim you're owed, I want to know that. . . . A. Okay."). Contradictory portions of Johnson's declaration will be disregarded. objection." Hawk v. Atlanta Peach Movers, Inc., No. 1:lO-CV-0239, 2011 WL 1533024, at *2 (N.D. Ga. Apr. 21, 2011), aff^d, 469 F. App'x 783 (11th Cir. 2012) (per curiam); see also Zottola v. Anesthesia Consultants of Savannah, P.O., 169 F. Supp. 3d 1348, 1357 (S.D. Ga. 2013) ("[C]ourts tend to treat motions to strike as objections . . . ."). ® The Court need not reach the portion of the declaration concerning VPCF's alleged lost profits, given that it is awarding lAL summary judgment as to VPCF's counterclaim for breach of contract. VPCF's arguments for considering the new testimony are unpersuasive. It first argues that the Court cannot ^^exclude matters that supposedly contradict the deposition testimony when the entire deposition has not been submitted." Dkt. No. 62 of at 1. This Procedure 32.1, is irreconcilable which with ordinarily allows Local a Rule Civil party to file a partial transcript deposition ^^in connection with any motion." VPCF then claims, without further elaboration, that an lAL declaration submitted in support of its motion ^^should not be considered." Dkt. No. 62 at 2. But ''a ^litigant who fails to press a point by supporting it with pertinent authority, or by showing why it is sound despite a lack of supporting authority or in the face of contrary authority, forfeits the point. The court will not do his research for him.'" Perez V. Bureaus Inv. Grp. No. II, LLC, No. 1:09-CV-20784, 2009 WL 1973476, at *2 {S.D. Fla. July 8, 2009) {quoting Phillips v. Hillcrest Med. Ctr., 244 F.3d 790, 800 n.lO (10th Cir. 2001) (quoting Pelfresne v. Vill. of Williams Bay, 917 F.2d 1017, 1023 (7th Cir. 1990) (per Posner, J.) (citations omitted))).^ Lastly, VPCF argues that it is too late for lAL to ask the Court to disregard Johnson's declaration, as the deadline for filing motions relating to discovery has passed. 62 at 1. Dkt. No. This argument would completely immunize anything ^ VPCF's brief also asserts that VPCF "did disclosures." This unsupported claim merits no consideration. 10 Dkt. No. 62 at 2. VPCF filed after the motions deadline from scrutiny, no matter how improper. Such an argument lacks merit. Johnson's declaration is disregarded insofar as it raises undisclosed expenses. II. VPCF BREACHED THE SUBCONTRACT. Turning to the main issues, VPCF undisputedly breached the Subcontract. It admits to not paying mandatory fringe benefits, being late on payroll, and instructing employees not to cash their checks because it did not have the money to pay them. Dkt. No. 44-4 at 107:22-108:12, 112:5-6, 121:21-122:8. These actions violated the Service Contract Act. 6703(2); 29 C.F.R. §§ 4.6(h), 4.65(b). Subcontract. They thus violated the Dkt. No. 44-5 SI 27 & p. 13. to terminate for default. 41 U.S.C. § This authorized lAL Id. SI 16(a)(ii); see also Dkt. No. 44-4 at 111:25-112:3 (acknowledging awareness of risk VPCF's actions posed to government contract: ''[W]e . . . went to the federal unemployment office to self-report . . . because one of the things that was said to us in our cure notice, [was] that we will put the contract at jeopardy."). lAL properly did so. VPCF does not effectively contest this. did not notify it of problems. gave VPCF seven weeks to required a fifth as long. cure, It claims lAL Dkt. No. 62-1 at 3. while the But lAL Subcontract only Dkt. Nos. 44-5 SI 16(a)(ii), 44-6, 11 44-11. VPCF then contends that it fringe benefits that were owed." while ^'VPCF had issued checks ^'took steps to pay the Dkt. No. 62-1 at 3. as back pay for the But, fringe component . . . several employees were asked to hold their checks and not negotiate them," and ''[r]egular payroll checks were also issued with instructions that they be held, and even then the checks were often late." 4 4-3 SI 18; see also Dkt. No. 44-4 at 121:21-122:8 {admitting this). VPCF's ^'cure" was as bad as the disease. Tsar Ivan the Terrible Dkt. No. Compare What Drove Russian Mad?, Quirky Sci., http://www.quirkyscience.com/what-drove-ivan-the-terrible-mad/ (accessed Mar. 8, 2017) (describing use of mercury to treat syphilis); Matthew Lively, ^'The Most Fatal of All Acute Diseases:" Pneumonia and the Death of Stonewall Jackson, Civ. War Monitor (May 13, 2013), http://www.civilwarmonitor.com/ blogs/the-most-fatal-of-al1-acute-diseases-pneumonia-and-thedeath-of-stonewall-jackson (describing use of purgatives to treat pneumonia). Lastly,® VPCF claims lAL forced the inadequate facility upon it. Dkt. No. 51 at 8-11; Dkt. No. 62-1 at 3. But VPCF nowhere frames this as a prior breach by lAL, so the Court will not analyze it as such. See Resolution Tr. Corp. v. ® VPCF also complains that the vehicles were in such terrible shape upon Dkt. No. 51 at 9; Dkt. arrival that adequate maintenance was impossible. No. 62-1 at 3. This is irrelevant, given that the Court is basing its holding on VPCF's Service Contract Act violations. 12 Dunmar Corp., 43 F.Sd 587, 599 {11th Cir. 1995) (^^There is no burden upon the district court to distill every potential argument that could be made based upon the materials before it on summary judgment. Rather, the onus is upon the parties to formulate arguments . . . fact that VPCF only raises these troubles in the maintenance context. the building significant . . This decision is guided by the vehicle- See, e.g., Dkt. No. 51 at 10 (^^Because . problem. had . leaks, . . mold Because and of mildew the was a inadequate ventilation, it was not possible to leave the vehicles idling in the building . . . ."). VPCF breached the Subcontract.^ III. lAL CORRECTLY CALCULATED WHAT IT OWED VPCF. lAL's debt calculation was undisputedly proper. lAL was correct to use the rate it did and deduct certain expenses. A. lAL Used the Correct Rate. lAL's properly used a fixed per-vehicle rate in calculating what it owed VPCF, rather than handing over 95.5% of its government revenue. The first question is whether ® Therefore, even before turning to lAL's debt calculation, the Court GRANTS summary contract. judgment to lAL on VPCF's counterclaim for breach of Dkt. No. 18 15 36-39. The Court pauses to note briefly VPCF's contention that lAL unlawfully converted VPCF property and barred VPCF from the facility. Dkt. No. 51-1 5 35. VPCF does not identify the property at issue, so there is nothing the Court can do. As for lAL's barring VPCF from the site, the lease was in lAL's name. Dkt. No. 44-3 5 10. The Court will not hold that lAL had to let VPCF continue possession without some sort of argiiment as to why. Cf. Dkt. No. 4 4-5 f 16(d) ("[lAL] shall have no obligations to [VPCF] with respect to [a] terminated part of this Agreement except as herein provided."). 13 Exhibit B governs, and the second is whether the controlling rate for vehicle storage is $73.41 per vehicle or 95.5% of lAL's storage income from the government. Dkt. No. 44-4 at 38:20-39:16; Dkt. No. 46 at 13-16; Dkt. No. 51 at 6-7, 14-15; Dkt. No. 62 at 2-3. There is no genuine issue of material fact as to either issue. Exhibit B governs VPCF's compensation. The Subcontract identifies ^^all Exhibits hereto which are incorporated herein by reference" as part of the parties' agreement. 5 5 24. Dkt. No. 44- It references Exhibit B as the sole basis for VPCF's "right to any reimbursement, payment or compensation of any kind" from lAL. Id. 5 5. There is an Exhibit B, entitled "Compensation". Id. at 16 et seq. Most decisively, VPCF itself relies on Exhibit B as the basis for its compensation. Dkt. No. 44-4 at 42:2-44:24 (discussing exhibit containing Bates No. 2005); Dkt. No. 44-5 at 19 (showing Bates No. 2005 to be Exhibit B's rate calculation sheet For VPCF to claim Exhibit B was not part of the Subcontract is disingenuous. Equally unavailing is VPCF's contention that Exhibit B means it should be paid 95.5% of lAL's storage revenue from the government, rather than $73.41/vehicle/month. Contract construction "is a question of law for the court," and in the For this reason, the Court disregards the portion declaration conclusorily denying Exhibit B's validity. of Johnson's See Dkt. No. 51-2 I 9; Van T. Junkins & Assocs., Inc. v. U.S. Indus., Inc., 736 F.2d 656, 657 (llth Cir. 1984). 14 absence of an ambiguity, ^^[t]he construction of a contract is particularly well suited for disposition by summary judgment." O.C.G.A. § 13-2-1; Tucker Maters. (Ga.), Inc. v. Devito Contracting & Supply, Inc., 535 S.E.2d 858, 859 (Ga-. Ct. App. 2000). The first—and if satisfied, only—step of contract construction is to ^Metermine whether the language therein is clear and unambiguous"; ""if it is, the contract is to be enforced according to its clear terms; the contract alone is looked to for its meaning." Atlanta Dev. Auth. v. Clark Court must take here. Atlanta Univ., Inc., 784 S.E.2d 353, 357 (Ga. 2016). That step is the only one the Exhibit B clearly and unambiguously sets VPCF's compensation rate as $73.41/vehicle/month. storage- The first sheet, describing VPCF's ''Rate/Element of Expense," plainly states $73.41 to be VPCF's ''Per Unit Rate Check Total." 44-5 at 17. The next sheet then details contingency (5%), and profit ($425,000). third sheet relates the two, Dkt. No. VPCF's costs, Id. at 18. divvying up the costs- contingency-profit total ($3,597,484) into two blocks. at 19. The one relating to storage The mentions "95.5% Id. to Vehicle/Month Rate" in connection with a number that is 95.5% of $3,597,484, while the processing block mentions "4.5% Storage Processing In/Out" beside a number equaling 4.5% of that amount. Id. Each of those numbers is then divided by 15 the anticipated number of vehicles per year to arrive at the ""Per Unit Rate Check Total" ($73.41 for storage). In short, a flat $73.41/vehicle/month Id. rate is listed twice, the first time totally unaccompanied by any suggestion of 95.5%. Id. at 17, 19. As lAL claims, 95.5% is clearly and unambiguously the percentage of VPCF's total compensation that it would derive from providing storage, complemented by 4.5% from processing. See Dkt. No. 44-3 1 39. The two numbers added together equal 100%, and when multiplied by the number of vehicles in question, the rates add up to 100% of VPCF's costs-contingency-profit. 95.5%, then, is patently not a promise that VPCF would receive virtually all of lAL's government revenue. Indeed, nothing in Exhibit B even references lAL's expected take from the government. lAL's reading of Exhibit B ""is the common sense of the contract, and so, under [Georgia] Subcontract] to be interpreted." 278, 281 (1872). law, ought [the Booth v. Saffold, 46 Ga. lAL properly measured VPCF's compensation. B. lAL Properly Deducted Expenses. lAL also calculated offsets correctly: • VPCF claims nothing in the Subcontract burdened it with paying for the facility's lease. This is false. Dkt. No. 51 at 11. Dkt. No. 44-5 at 18. Johnson testified that that amount was in an email, but the email is not apparent anywhere in the record evidence. 16 Dkt. No. 44-4 at 9-20. • VPCF objects that it responsible for utility costs. also false. • was Dkt. No. 51 at 11. This is VPCF complains that it should not be debited for costs or auto batteries, problems were caused by a third party. the contractually Dkt. No. 44-5 at 18, 23. vehicle-repair But not Subcontract specifically as the underlying Dkt. No. 51 at 11-12. saddled VPCF with ^^[a]ll necessary cost to fulfill [its] obligations," dkt. no. 44-5 at 15, and VPCF acknowledged that one of its obligations was to keep vehicles in good condition. Dkt. No. 44-4 at 73:3-75:9. VPCF's failure to implead whatever party it thinks should be responsible does not mean lAL has to absorb the cost. • VPCF does not want an offset for tree service, as this '^had to be done and was approved by lAL or was the expense of the landlord," or for pest control, as ^'this was required." the Dkt. No. 51 at 11. ^'necessary cost to These costs were well within fulfill [VPCF's] obligations" of [p]erform[ing] the necessary functions to establish . . . and operate" the facility. • Dkt. No. 44-5 at 13, 15. VPCF claims it should not be charged for a gate because ^'[t]he landlord was responsible for it" and much of the fee marshal. was for security boxes required Dkt. No. 51 at 11-12. lAL by the local fire concedes that the landlord approved fence installation ^^and that cost was paid 17 separately," but presented evidence that VPCF ^^approv[ed] the installation electronic of an gate. unnecessary," Dkt. No. 44-3 f unapproved, 34(f). unpaid-for This gave the contractor ^^the right to assert a lien"—something that would violate lAL's lease-so lAL paid. Id. VPCF does not give the Court any reason to doubt this, and even appears to concede the point by arguing that the amount offset ^'was difference between Dkt. No. 51 at 11. a manual gate and an not the electronic gate." But VPCF does not present any evidence or even guess as to what cost lAL should have owed, so the Court will not upset this offset. • VPCF contends that it only had to buy radios because the facility lacked electricity. wireless Id. at 12. The Court does not see any relevance to this. • VPCF claims it improved the site at lAL's request. But the Subcontract clearly and unambiguously burdened VPCF with establishing and operating the facility. 12. Dkt. No. 51 at As for VPCF's claim that the landlord should have paid, VPCF did not implead it. • offset for Lastly, rent. VPCF Id. Dkt. No. 44-3 f 34(h). argues at that 13. it The never agreed parties had to an first anticipated the facility lease being in VPCF's name, but it ended up being in lAL's. Dkt. No. 44-3 SI 10. 18 As, again, the Subcontract required VPCF to pay the lease, this deduction was permissible. lAL's offsets were proper. CONCLUSION For the reasons above, lAL's Motion for Summary Judgment, dkt. no. 44, is GRANTED. lAL owes VPCF $59,446.58. lAL shall have 7 days from today's Order to submit documentation and arguments supporting its request for attorneys' fees. VPCF shall have 7 days thereafter to file any opposition thereto. SO ORDERED, this 16th day of May, 2017. LISA GODBEY WOOD, DISTRICT JUDGE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF GEORGIA VPCF may have tried to object to a charge for water service, but it only managed to say: "With regard to the bill to the City of Chester for Water Service." Dkt. No. 51 at 12. The Court will not disturb this offset. 19