Certain Interested Underwriters at Lloyd's, London, England v. Total Quality Logistics, L.L.C.

[Cite as Certain Interested Underwriters at Lloyd's, London, England v. Total Quality Logistics, L.L.C., 2023-Ohio-
4470.]

IN THE COURT OF APPEALS

TWELFTH APPELLATE DISTRICT OF OHIO

CLERMONT COUNTY

CERTAIN INTERESTED :
UNDERWRITERS AT LLOYD'S,
LONDON, ENGLAND, et al., : CASE NO. CA2023-01-002

Appellants, : OPINION
12/11/2023
:
- vs -
:

TOTAL QUALITY LOGISTICS, LLC, :

Appellee. :

APPEAL FROM CLERMONT COUNTY COURT OF COMMON PLEAS
Case No. 2021 CVH 01022

The Ferris Law Group LLC, and David A. Ferris, for appellants.

Giles & Harper, LLC, and Brian T. Giles, for appellee.

BYRNE, J.

{¶ 1} Certain Interested Underwriters at Lloyd's, London, England ("Lloyd's") and

Outlook Acquisition Corporation ("Outlook") (collectively, "Plaintiffs") appeal the decision of

the Clermont County Court of Common Pleas, which granted Total Quality Logistics, LLC's

("TQL") motion for summary judgment and dismissed Plaintiffs' sole cause of action for

breach of contract against TQL. For the reasons discussed below, we affirm the common
 Clermont CA2023-01-002

pleas court's decision.

I. Procedural and Factual Background

{¶ 2} TQL is a freight broker. TQL arranges for the transportation of its clients'

freight using independent, third-party motor carriers. At the time of the relevant events of

this case, Outlook was a TQL client and used TQL's freight brokerage services. Lloyd's

was Outlook's insurer for property loss.

{¶ 3} Prior to Outlook using TQL's brokerage services, TQL and Outlook entered

into a written agreement ("Agreement"). The Agreement, which was prepared by TQL, is

titled "Account Application" and refers to Outlook as "Company." It contains twelve

paragraphs of "Terms and Conditions," of which three paragraphs are relevant to this

appeal:

8. Company understands that TQL is a transportation broker
only who arranges the transportation of freight by an
independent third party motor carrier. Company agrees that
TQL will not fill out Bills of Lading and cannot be listed on Bills
of Lading as the delivering carrier.

9. In the event of cargo loss or damage, Company must file a
claim for the loss with TQL within nine (9) months from the date
of such loss, shortage or damage, which for purposes of this
Agreement shall be the delivery date or, in the event of non-
delivery, the scheduled delivery date. Company agrees to assist
TQL in the pursuit of a claim, including confirming the validity of
the claim and claim amount. If TQL pays a claim, company
automatically assigns any and all of its rights and interest in the
claim to TQL.

10. Company understands motor carriers under contract with
TQL are required to maintain cargo loss and damage liability
insurance in the amount of $100,000.00 per shipment. By
signing below, Company acknowledges that loads valued in
excess of $100,000.00 will not be tendered without first giving
written notice to allow TQL and/or the contracted motor carrier
the opportunity to arrange for increased insurance limits.
Failure to provide written notice will result in your loads not being
insured to the extent the value exceeds $100,000.00.

{¶ 4} In 2019, Outlook used TQL's brokerage services in conjunction with a load of

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electronics that Outlook needed to be transported from Miami, Florida to Edison, New

Jersey. TQL arranged for this cargo to be transported by "Safe Connection," a motor carrier.

But the shipment did not go well; Outlook's electronics were stolen while being transported

by Safe Connection. Lloyd's thereafter paid Outlook for the property loss. Outlook and

Lloyd's then demanded payment from TQL for the stolen cargo. TQL did not pay the loss

claim.1

{¶ 5} In 2021, Outlook and Lloyd's filed a complaint in the Clermont County Court

of Common Pleas against TQL, asserting a single cause of action for breach of contract. In

the complaint, Plaintiffs averred that TQL breached the Agreement by (1) failing to arrange

for transportation and delivery of the shipment "by a motor carrier authorized to perform the

transportation at issue," (2) failing to contract "with a motor carrier maintaining cargo loss

and damage liability insurance," (3) failing "to adequately arrange for delivery" of the

electronics shipment to New Jersey as designated by Outlook, and (4) failing "to pay the

Claim amount" to Outlook.

{¶ 6} TQL moved for summary judgment. First, TQL argued that Plaintiffs' claims

were preempted by a federal statute, the Carmack Amendment, 49 U.S.C. 14501, et seq.

Plaintiffs of course argued that their claims were not preempted. The trial court agreed with

Plaintiffs' arguments and found TQL's preemption argument to be meritless.2 Second, TQL

argued that there were no material facts in dispute and that Plaintiffs' four arguments

asserted in the complaint as to how TQL purportedly committed breach of contract were

unsupported by any language in the Agreement. TQL argued that the only Agreement

language that might relate to Plaintiffs' claim of breach were Paragraphs 8, 9, and 10.

1. In its brief, TQL notes that Plaintiffs initially sued TQL and Safe Connection in a Florida county circuit court.
TQL asserts that it was dismissed from that case after filing a motion to dismiss and that Plaintiffs obtained a
default judgment against Safe Connection in the amount of $332,145.55.

2. TQL did not cross-appeal the denial of its Carmack Amendment preemption arguments.

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However, TQL argued that these paragraphs did not impose any duties or obligations on

TQL, and therefore, it did not breach the Agreement as a matter of law. Plaintiffs presented

arguments in opposition to summary judgment, which arguments will be addressed in more

detail below.

{¶ 7} The trial court analyzed the paragraphs of the Agreement in light of both TQL's

and Plaintiffs' arguments. We will address the specifics of the court's reasoning further

below. For now, we note that the court ultimately concluded:

Here, the language in the Agreement does not evince an intent
of the parties to impose the duties on TQL that the plaintiffs
allege TQL breached. The particular provisions at issue do not
use language typical for imposing duties in conjunction with TQL
(e.g. must, shall, will, etc.). Further, the language does not state
that TQL "guarantees" or "affirms" certain information as true
(e.g. that motor carriers are authorized or insured, that TQL shall
pursue and pay a claim, etc.). To find that TQL breached the
contract, the court would have to impose terms in the Agreement
that the parties did not. On the whole, the court cannot find that
TQL breached the Agreement in the capacities that the plaintiffs
allege.

Accordingly, the trial court granted TQL's motion for summary judgment and dismissed the

complaint.

{¶ 8} Plaintiffs appealed, raising one assignment of error.

II. Law and Analysis

{¶ 9} The Plaintiffs' assignment of error states:

{¶ 10} THE TRIAL COURT ERRED BY GRANTING APPELLEE'S MOTION FOR
SUMMARY JUDGMENT.

{¶ 11} Plaintiffs argue that the trial court erred in granting summary judgment

because the court (1) ignored material facts in dispute; (2) improperly relied upon the

dictionary definition of "broker," as opposed to the definition of "broker" found in a federal

regulation, 49 C.F.R. 371.2(a); (3) incorrectly found that language in the Agreement did not

impose an obligation on TQL to select a motor carrier with loss and damage liability

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insurance; and (4) incorrectly found that the Agreement did not impose an obligation on TQL

to "take the lead" on investigating Outlook's loss claim and to pay that claim. We will analyze

these arguments after addressing the applicable law and standard of review.

A. Applicable Law: Breach of Contract Claim

{¶ 12} "In construing the terms of a written contract, the primary objective is to give

effect to the intent of the parties, which we presume rests in the language that they have

chosen to employ." In re All Kelley & Ferraro Asbestos Cases, 104 Ohio St.3d 605, 2004-

Ohio-7104, ¶ 29. "Where the terms of the contract are clear and unambiguous, a court

need not go beyond the plain language of the agreement to determine the rights and

obligations of the parties." State ex rel. Lee v. Plain City, 12th Dist. Madison No. CA2017-

01-002, 2017-Ohio-8931, ¶ 21, citing Aultman Hosp. Assn. v. Community Mut. Ins. Co., 46

Ohio St.3d 51, 55 (1989). That is to say, "[a] contract that is, by its terms, clear and

unambiguous requires no real interpretation or construction and will be given the effect

called for by the plain language of the contract." Cooper v. Chateau Estate Homes, L.L.C.,

12th Dist. Warren No. CA2010-07-061, 2010-Ohio-5186, ¶ 12.

{¶ 13} This court reviews issues of contract interpretation de novo. Pierce Point

Cinema 10, L.L.C. v. Perin-Tyler Family Found., L.L.C., 12th Dist. Clermont No. CA2012-

02-014, 2012-Ohio-5008, ¶ 10.

B. Applicable Law: Summary Judgment

{¶ 14} Summary judgment is appropriate under Civ.R. 56 when (1) there is no

genuine issue of material fact remaining to be litigated, (2) the moving party is entitled to

judgment as a matter of law, and (3) reasonable minds can come to but one conclusion and

that conclusion is adverse to the nonmoving party, who is entitled to have the evidence

construed most strongly in its favor. BAC Home Loans Servicing, L.P. v. Kolenich, 194 Ohio

App.3d 777, 2011-Ohio-3345, ¶ 17 (12th Dist.), citing Zivich v. Mentor Soccer Club, Inc., 82

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Ohio St.3d 367, 369-370 (1998).

{¶ 15} The party requesting summary judgment bears the initial burden of informing

the court of the basis for the motion and identifying those portions of the record that show

the absence of a genuine issue of material fact. Dresher v. Burt, 75 Ohio St.3d 280, 292-

293 (1996). Once a party moving for summary judgment has satisfied its initial burden, the

nonmoving party "must then rebut the moving party's evidence with specific facts showing

the existence of a genuine triable issue; it may not rest on the mere allegations or denials

in its pleadings." Deutsche Bank Natl. Trust Co. v. Sexton, 12th Dist. Butler No. CA2009-

11-288, 2010-Ohio-4802, ¶ 7; Civ.R. 56(E).

{¶ 16} This court reviews a trial court's summary judgment decision under a de novo

standard. Sexton at ¶ 7.

C. Analysis

1. Arranging for an "Authorized Motor Carrier"

{¶ 17} Plaintiffs alleged in their complaint that TQL breached the Agreement by

"fail[ing] to arrange for transportation by a motor carrier authorized to perform the

transportation at issue * * *." TQL argued in its motion for summary judgment that the

Agreement imposed no such obligation on TQL. In response, Plaintiffs argued that

Paragraph 8 of the Agreement used the word "broker" pursuant to the definition of that word

in a federal regulation, 49 C.F.R. 371.2(a). That regulation defines "broker" as "a person

who, for compensation, arranges, or offers to arrange, the transportation of property by an

authorized motor carrier."3 49 C.F.R. 371.2(a). The trial court agreed with TQL and rejected

Plaintiffs' reliance on the federal regulation. The court found that Paragraph 8 did not

require TQL to select an "authorized motor carrier." In so finding, the court rejected

3. 49 C.F.R. 371.2(a) is part of the Federal Motor Carrier Safety Regulations.

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Plaintiffs' reliance on the definition of "broker" in 49 C.F.R. 371.2(a) and instead relied on a

dictionary definition of "broker." The court reasoned that the dictionary definition provided

the proper method of determining the meaning of "broker" as used in Paragraph 8 because

"courts use the plain and ordinary meaning of the language in a contract unless a different

meaning 'is clearly apparent' from the contract[,]" and Paragraph 8 did not refer to 49 C.F.R.

371.2(a) so "it is not 'clearly apparent' from the language in the Agreement that broker has

a different meaning than its ordinary meaning." (MSJ Decision at 9, citing Sunoco, Inc.

[R&M] v. Toledo Edison Co., 129 Ohio St.3d 397, 2011-Ohio-2720, ¶ 37.)

{¶ 18} On appeal, Plaintiffs argue the trial court erred in its analysis and that TQL

breached the Agreement by failing to arrange for an "authorized motor carrier" to transport

Outlook's cargo.

{¶ 19} Our analysis begins with the text of the Agreement. Paragraph 8 of the

Agreement states:

Company understands that TQL is a transportation broker only
who arranges the transportation of freight by an independent
third party motor carrier. Company agrees that TQL will not fill
out Bills of Lading and cannot be listed on Bills of Lading as the
delivering carrier.

(Emphasis added.) Based on a plain reading of Paragraph 8, we conclude that the

Agreement did not obligate TQL to provide Outlook with an "authorized motor carrier."

There is no language in Paragraph 8 referring to an "authorized motor carrier." Beyond

that, Paragraph 8 imposed no obligations, whatsoever, on TQL. Instead, the purpose of

Paragraph 8 was to inform Outlook of TQL's role in the freight brokerage transaction. That

is, the purpose of Paragraph 8 was to inform Outlook that TQL is only the freight broker in

the transaction, is not the transportation carrier, and cannot be listed as such on the bill of

lading. Thus, the only party potentially accepting any obligations under Paragraph 8 was

Outlook, which, by signing the Agreement, acknowledged that it "understands" that TQL is

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a "transportation broker only" and "agrees" that TQL will not "fill out" bills of lading and

cannot be listed on the bill of lading as the delivering carrier.

{¶ 20} Despite this unambiguous language, Plaintiffs assert that we should interpret

the language of Paragraph 8 as having required TQL to arrange for an "authorized motor

carrier" based on the definition of "broker" in 49 C.F.R. 371.2(a). Plaintiffs note that under

this regulation, a federally-licensed "broker" in interstate commerce is defined as "one who

hires authorized motor carriers" and who is required to keep records on federally issued

registration numbers for the motor carriers it uses. Plaintiffs argue that for TQL to "lawfully

perform its obligations under the [Agreement], TQL must be licensed and must use

authorized motor carriers to transport freight." (Brief at page 4.) Plaintiffs contend that

"TQL's hiring of an unauthorized motor carrier and facilitating transportation of the Freight

in interstate commerce by that carrier would have been, if proven at trial, a violation of

applicable law." Id. at page 5. Plaintiffs then argue that Paragraph 8 must be interpreted

in accord with 49 C.F.R. 371.2(a) because courts are to adopt interpretations of contracts

that render their terms valid and to give effect to the obligations of the parties, rather than

adopt interpretations of contracts that are invalid and ineffectual.

{¶ 21} Plaintiffs' argument fails. The text of the Agreement does not define "broker"

with any reference to 49 C.F.R. 371.2(a). As discussed above, where the terms of the

contract are clear and unambiguous, a court need not go beyond the plain language of the

agreement to determine the rights and obligations of the parties. Plain City, 2017-Ohio-

8931 at ¶ 21. In its decision, the trial court correctly noted that courts use the plain and

ordinary meaning of language in a contract unless a different meaning is "clearly apparent"

from the contract. Sunoco, 2011-Ohio-2720 at ¶ 37. It is not "clearly apparent" from the

text of the Agreement that the parties intended to incorporate the 49 C.F.R. 371.2(a)

definition of "broker." Therefore, the trial court did not err when it interpreted "broker" based

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on a dictionary definition of that term, which definition did not include the "authorized motor

carrier" language.

{¶ 22} Plaintiffs' argument that we should interpret the Agreement to include the

"authorized motor carrier" requirement of 49 C.F.R. 371.2(a) because not doing so would

result in allegedly illegal conduct by TQL also fails. Plaintiffs cite Great N. RR. Co. v. Delmar

Co., 283 U.S. 686, 51 S.Ct. 579 (1931), for the proposition that "where two constructions of

a written contract are possible, preference will be given to that which does not result in

violation of law." Id. at 691. This argument is a red herring. Whether TQL might subject

itself to some penalty under federal law or regulation in the manner it conducts business

has no effect on the legal issue of the interpretation of the Agreement and specifically

whether TQL agreed to an obligation it did not keep. As discussed above, the plain

language of the Agreement did not impose any obligation on TQL, much less the obligation

of hiring an "authorized motor carrier." Paragraph 8 identified TQL as a "broker" but did not

define that term under any applicable federal law or regulation. The interpretation of the

Agreement called for by Plaintiffs is not "possible" given the text of Paragraph 8 and

therefore no further interpretation of the contract is necessary. See Delmar at 691.

{¶ 23} For these reasons, even if we construe the evidence most strongly in Plaintiffs'

favor and assume that Safe Connection was not an "authorized motor carrier," Plaintiffs

could not prove, as a matter of law, that TQL breached the Agreement by failing to arrange

for an "authorized motor carrier."

2. Arranging for Insurance

{¶ 24} Plaintiffs alleged in their complaint that TQL breached the Agreement by

"fail[ing] to contract with a motor carrier maintaining cargo loss and damage liability

insurance * * *." Again, TQL argued in its motion for summary judgment that the Agreement

imposed no such obligation on TQL. In response, Plaintiffs argued that Paragraph 10 of

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the Agreement required TQL to only select carriers with a certain level of cargo loss and

damage liability coverage. The trial court agreed with TQL and rejected Plaintiffs'

characterization of Paragraph 10. The court reasoned that Paragraph 10 did not impose

an obligation on TQL to obtain insurance coverage and also did not impose any obligations

on TQL.

{¶ 25} On appeal, Plaintiffs argue the trial court erred in its analysis because

Paragraph 10 states that "motor carriers under contract with TQL are required to maintain

cargo loss and damage liability insurance in the amount of $100,000.00 per shipment."

(Emphasis added.) They also argue that because Paragraph 10 says that "'Company

understands' this obligation on the part of TQL," there was a meeting of the minds between

Outlook and TQL on this matter.

{¶ 26} Our analysis again begins with the text of Paragraph 10 of the Agreement:

Company understands motor carriers under contract with TQL
are required to maintain cargo loss and damage liability
insurance in the amount of $100,000.00 per shipment. By
signing below, Company acknowledges that loads valued in
excess of $100,000.00 will not be tendered without first giving
written notice to allow TQL and/or the contracted motor carrier
the opportunity to arrange for increased insurance limits.
Failure to provide written notice will result in your loads not being
insured to the extent the value exceeds $100,000.00.

We find that the plain language of Paragraph 10 did not impose any contractual duties on

TQL and specifically did not impose an obligation on TQL to "contract with a motor carrier

maintaining cargo loss and damage liability insurance * * *." The first portion of the first

sentence of Paragraph 10 begins with "Company understands." This language indicates

that the focus of Paragraph 10 is on the Company's (Outlook's) obligations, not TQL. The

remainder of the sentence is explanatory in nature and describes TQL's contractual

relations with its third-party independent carriers.

{¶ 27} The remainder of the first sentence of Paragraph 10 does suggest that TQL

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behaves in a certain way (requiring its motor carriers to obtain a minimum $100,000 of

insurance). However, there is no language in the first sentence of Paragraph 10 that could

be reasonably interpreted to impose a duty or obligation on TQL with respect to the

procurement of insurance. For instance, Paragraph 10's first sentence does not state that

TQL will, shall, or must ensure that its motor carriers delivering its client's cargo obtain

sufficient insurance for purposes of the Agreement. Nor does the first sentence state that

TQL guarantees or promises that its motor carriers have a minimum level of insurance.

{¶ 28} Paragraph 10's second and third sentences underscore this interpretation of

the first sentence. Specifically, the second and third sentences imposed obligations on

Outlook to inform TQL of cargo valued over $100,000 and explained why TQL required this

information. The first sentence, explanatory in nature, provides context for Outlook's

obligations set forth in the final two sentences.

{¶ 29} Read holistically, the purpose of Paragraph 10 is to ensure that Outlook

informed TQL in writing if the value of its freight exceeded the minimum $100,000 in loss

coverage that TQL requires its motor carriers to obtain. This is to ensure that TQL or its

motor carriers had "the opportunity" to obtain increased insurance in the case of freight

worth more than that minimum insured amount. Moreover, the use of the phrase "the

opportunity," suggests that whether TQL or its motor carriers decide to procure additional

insurance is a matter left to their discretion.

{¶ 30} While Paragraph 10 informs Outlook that TQL requires its motor carriers to

maintain a minimum amount of insurance, this is a reference to a separate contract between

TQL and its motor carriers ("motor carriers under contract with TQL"). Plaintiffs have never

claimed to be a party to those separate contracts. And, as noted by the trial court in its

decision, Plaintiffs have never argued that Outlook was a third-party beneficiary of any

contract between TQL and Safe Connection.

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{¶ 31} Like Paragraph 8, the only party undertaking any obligation or promise in

Paragraph 10 was Outlook. Outlook agreed to its "understanding" of TQL's separate

contractual relationships with its motor carriers and further agreed to inform TQL if the value

of its cargo exceeded $100,000. On the other hand, TQL undertook no responsibilities

under the plain language of Paragraph 10.

{¶ 32} For these reasons, even if we construe the evidence most strongly in Plaintiffs'

favor and assume that Safe Connection did not have appropriate insurance, Plaintiffs could

not prove, as a matter of law, that TQL breached the Agreement by failing to contract with

a motor carrier maintaining cargo loss and damage liability insurance.

3. Failure to Pay the Loss Claim

{¶ 33} Plaintiffs alleged in their complaint that TQL breached the Agreement by

"fail[ing] to pay the Claim amount to [Outlook]." TQL argued in its motion for summary

judgment that there was no language in the Agreement requiring TQL to pay Outlook for its

loss claim. TQL also pointed out that by using the phrase "If TQL pays a claim," Paragraph

9 of the Agreement indicated that it had the option of paying or not paying a particular loss

claim. In opposition to summary judgment, Plaintiffs argued that TQL did not pursue the

claim against Safe Connection, and in effect abandoned the loss claim, preventing Outlook

from being able to recover after Safe Connection ceased being a viable, operating company.

The trial court, as it did with Paragraph 8 and 10, agreed with TQL and concluded that

Paragraph 9 did not impose any obligations on TQL.

{¶ 34} On appeal, Plaintiffs argue that Outlook satisfied its obligations under

Paragraph 9 by "assisting" TQL in pursuing the loss claim, but that TQL did not satisfy its

obligations under Paragraph 9 because it failed to pursue and pay the claim.

{¶ 35} Paragraph 9 of the Agreement provides,

In the event of cargo loss or damage, Company must file a claim

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for the loss with TQL within nine (9) months from the date of
such loss, shortage or damage, which for purposes of this
Agreement shall be the delivery date or, in the event of non-
delivery, the scheduled delivery date. Company agrees to assist
TQL in the pursuit of a claim, including confirming the validity of
the claim and claim amount. If TQL pays a claim, company
automatically assigns any and all of its rights and interest in the
claim to TQL.

In their brief, Plaintiffs admit that Paragraph 9 "does not expressly state that TQL will take

the lead on an investigation and pay claims * * *." But Plaintiffs argue that the Agreement

required Outlook to "assist" TQL in the pursuit of a claim. And by agreeing to assist TQL,

Plaintiffs argue that this language "confirms TQL was to take the lead on investigating loss

of the Freight and paying the claim if found to be viable."

{¶ 36} We disagree with Plaintiffs' interpretation of this language. Like the language

in Paragraphs 8 and 10, the only party that obligated itself or made any promises in

Paragraph 9 was Outlook. Outlook agreed to (1) file any loss claim with TQL within a

defined period, (2) assist TQL in the pursuit of the claim, and (3) if TQL paid a claim, then

Outlook agreed to assign any rights it may have to TQL. Thus, all obligations were on

Outlook, not TQL. Furthermore, by using the word "if," it is evident that TQL did not

contractually agree to pay all claims presented to it under Paragraph 9.

{¶ 37} Alternatively, Plaintiffs argue that if Paragraph 9 is found by this court to be

ambiguous, then an issue of fact exists which should have precluded summary judgment.

However, we do not find Paragraph 9 to be ambiguous.

{¶ 38} For these reasons, even if we construe the evidence most strongly in Plaintiffs'

favor, Plaintiffs could not prove, as a matter of law, that TQL breached the Agreement by

failing to pay Outlook's loss claim.

4. "Ignoring" Genuine Issues of Fact

{¶ 39} Finally, Plaintiffs assert that the trial court ignored various genuine issues of

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material fact that precluded summary judgment under Civ.R. 56(C). Plaintiffs specifically

asserts that the following genuine issues of material fact precluded summary judgment: (1)

"whether Safe Connection was an authorized motor carrier and whether it maintained

requisite authority from the Federal Motor Carrier Safety Administration[,]" (2) "whether Safe

Connection maintained cargo loss or damage liability insurance[,]" and (3) "whether TQL

breached its own requirements, as set forth in the [Agreement], for submittal, investigation,

and payment of cargo claims."

{¶ 40} It is true that all of these factual allegations made by Plaintiffs are disputed by

TQL. For example, TQL asserts that Safe Connection was an authorized motor carrier and

that Safe Connection did maintain appropriate insurance. But the question before us is not

whether these factual issues are disputed, but whether these disputes involve "material"

facts. Gosser v. Warren Cty. Engineer's Office, 12th Dist. Warren No. CA2022-02-007,

2023-Ohio-2439, ¶ 25-26; Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct.

2505 (1986) (stating that "[o]nly disputes over facts that might affect the outcome of the suit

under the governing law will properly preclude the entry of summary judgment").

{¶ 41} Regarding whether Safe Connection was an authorized motor carrier, this is

not a material fact for the reasons stated above. The Agreement imposed no obligation on

TQL to arrange for an "authorized motor carrier." Whether Safe Connection maintained

adequate insurance is also not a material fact for the reasons stated previously. No term of

the Agreement imposed a duty or obligation upon TQL to contract with motor carriers having

cargo loss and damage liability insurance.

{¶ 42} Finally, concerning whether TQL breached its obligations to investigate and

pay claims, this is also not a material fact and is simply Plaintiffs' attempt to reargue that

Paragraph 9 imposed an obligation upon TQL to pay its loss claim. As described above,

TQL had no obligation under Paragraph 9 of the Agreement to perform any acts related to

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the handling of loss claims. Instead, all obligations in Paragraph 9 were placed upon

Outlook.

{¶ 43} Plaintiffs have failed to point to any genuine issues of material fact that should

have precluded a grant of summary judgment.

III. Conclusion

{¶ 44} Plaintiffs have failed to establish that the common pleas court erred in granting

summary judgment in favor of TQL. Plaintiffs have failed to point to any legal or factual

basis for their claim that TQL breached the Agreement. We overrule Plaintiffs' sole

assignment of error.

{¶ 45} Judgment affirmed.

HENDRICKSON, P.J., and PIPER, J., concur.

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