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MEI INTL., INC. v. SCHENKERS INTL. FORWARDERS

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK


July 15, 1992

MEI INTERNATIONAL, INC., Plaintiff
v.
SCHENKERS INTERNATIONAL FORWARDERS, Inc., Defendant

The opinion of the court was delivered by: CONSTANCE BAKER MOTLEY

FINDINGS OF FACT AND CONCLUSIONS OF LAW

 This case involves the allegedly negligent advice given to plaintiff, MEI International, Inc. (MEI), by defendant, Schenkers International Forwarders, Inc. (Schenkers), regarding the circumstances which permit an original importer to obtain a duty drawback under United States custom law. This action for damages was tried to the court on December 2, 3, 4, and 5, 1991. The court now makes the following findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.

 FINDINGS OF FACT

 1. Plaintiff MEI is a Panamanian corporation. One aspect of MEI's business is the purchase and sale of goods. In the transactions relevant to this case, William G. Stern, a resident of London, England and a non-practicing member of the New York State Bar, acted as an agent on behalf of MEI and a profit-participant in MEI's buying and reselling of FILA goods. Mr. Jeffrey Hendrick, who resides in London, England and was affiliated with MEI from 1984 to 1986, also acted as an agent of MEI under the authority of Mr. Stern.

 2. Defendant Schenkers, a New York corporation, is a customs broker and freight forwarder licensed by the United States Treasury Department and the Federal Maritime Commission. Schenkers is engaged in the business of advising and assisting clients on the importation and exportation of goods into and from the United States and has experience and expertise in United States customs regulations and procedures.

 3. During the period of August, 1984, through December, 1985, MEI purchased five lots of unsold sportswear from FILA Sports, SPRL ("FILA"), an Italian corporation. Schenkers advised MEI with respect to the import/export implications of the first three lots purchased by MEI from FILA.

  4. The first two lots that MEI purchased from FILA consisted of garments that were to be shipped from Italy into the United States. The first lot contained approximately 351,000 garments and had a purchase price of approximately two million dollars. (Tr. 32) The second lot was substantially smaller, containing approximately 50,000 garments with an invoice value of approximately $ 800,000.00. (Tr. 38)

 5. Because MEI was unfamiliar with the process of importation and customs, MEI retained Schenkers to advise and assist MEI in importing the first two FILA lots into the United States. (Tr. 35-36)

 6. MEI, through Mr. Stern, first met with the Schenkers regarding the first lot of FILA merchandise sometime during the latter of half of 1984. (Tr. 34) At that time, Mr. Stern requested that Schenkers provide MEI with "comprehensive service" and indicated that MEI would require such services from Schenkers on a continuing basis. (Tr. 36)

 7. Schenkers fully performed the requested services for the first two FILA lots and rendered invoices to MEI containing standard contract terms. *fn1" MEI paid Schenkers in full for its services. The parties do not dispute their respective conduct with regard to the first two lots.

 8. The present dispute arises from the conduct of the parties with respect to the third lot of FILA merchandise purchased by MEI, referred to here as the "export lot." The export lot consisted of first quality, out of season FILA sportswear, similar to that contained in the first two lots of FILA goods. The garments contained in the export lot were manufactured in Italy and imported into the United States by FILA in 1983 and 1984, at which time customs duties had been paid.

 9. In December of 1985, M.E.I. agreed to purchase the export lot, which consisted of approximately 60,000 garments, from FILA's California subsidiary for the sum of $ 300,000.00. (Pl. Exh. 1, 2) At the time of the December purchase agreement, the export lot was located in California.

 10. The purchase agreement between MEI and FILA regarding the export lot, as stated in telexes dated December 11 and 12, 1985, required MEI to accept that portion of the goods imported into the United States in 1983 and 1984 "in a Free Zone or in Panama". (Pl. Exh. 1, 2) The purpose of this requirement was to enable FILA to reclaim customs duties in the amount of $ 80,000 that it had previously paid on the original importation of the goods. It was the understanding of MEI and FILA that the goods on which FILA had paid import duties in 1983 and 1984, a total of 23,159 pieces of merchandise, would be exported from the United States to enable FILA to reclaim the duties previously paid. (Pl. Exh. 7, 9; Tr. 52)

 11. At the time the goods in the export lot were originally imported into the United States by FILA, FILA had paid customs duties based on the original purchase price of the goods. The agreement purported to enable FILA to reclaim the duties originally paid by requiring MEI to accept shipment in a free trade zone or Panama. MEI would then pay customs duties based on the new commercial invoice. Because the unsold seasonal goods would be significantly less costly when MEI accepted them than they were when originally imported, the duties paid by MEI would be substantially lower than the duties previously paid by FILA.

 12. In early March of 1986, M.E.I. began consulting with Schenkers for advice and expertise regarding the handling of the export lot, including the U.S. customs aspects of the transaction, the location and consequences of utilizing a foreign trade zone or the United States equivalent of a bonded warehouse, and the drawback of duties by the original importer.

  13. MEI contacted Schenkers with respect to these services because Schenkers had been the freight forwarded for the two prior FILA shipments, and MEI believed that it had an ongoing relationship with Schenkers with respect to subsequent shipments. (Tr. 66-67)

 14. In March of 1986, Mr. Stern telephoned Schenkers on behalf of MEI and spoke with Ms. Lisa Malwitz, then an assistant import manager for Schenkers. Mr. Stern inquired as to whether there existed in the United States the equivalent of "bonded warehouses" which exist in Europe, and if so, under what conditions such bonded warehouses could be used. (Tr. 58)

 15. At this time, Mr. Stern informed Ms. Malwitz that MEI required this information to facilitate a transaction whereby MEI would export certain goods which they had purchased from FILA and which were located in FILA's warehouse in California in order to enable FILA to obtain a duty drawback on the merchandise. (Tr. 63) Mr. Stern told Ms. Malwitz that MEI did not yet know the identity of the country to which the goods would be exported. (Tr. 63-64)

 16. During these telephone conversations, Ms. Malwitz told Mr. Stern that if the goods were shipped to a foreign trade zone, the previous importer would then be able to obtain a duty drawback on the goods, even though MEI did not yet know the country to which the goods would ultimately be sent. At the same time, Ms. Malwitz provided Mr. Stern with the address of a foreign trade zone in Long Beach, California. (Tr. 63-64) Subsequently, at a time prior to March 26, 1986, Ms. Malwitz sent MEI a telex confirming the address of the foreign trade zone. (Tr. 59-60; Pl. Exh. 8)

 17. On or about March 26, 1986, FILA advised MEI of certain details concerning the 23,159 pieces of clothing in the export lot and the required letter of credit. (Pl. Exh. 7) At this time, MEI advised FILA of the address information for the Foreign Trade Zone, and gave other information regarding financial and other aspects of the transaction. (Pl. Exh. 9)

 18. By mid to late March of 1986, MEI had not yet found a buyer for the export lot. At the time, MEI was considering exporting the goods to Great Britain or Australia.

 19. On April 10, 1986, Mr. Stern sent Ms. Malwitz a telex referring to Mr. Stern's earlier conversation with Ms. Malwitz and advising her that MEI had arranged to have FILA ship the goods to the foreign trade zone in Long Beach, California. (Pl. Exh. 10) The telex stated that MEI was in the process of opening a letter of credit to FILA, and that FILA was expected to deliver in two weeks time. (Pl. Exh. 10) In the same telex, Mr. Stern requested that Schenkers act as "honest broker" in providing MEI with the details necessary to complete the transaction, such as storage rates and insurance arrangements. (Pl. Exh. 10)

 20. Shortly thereafter, Ms. Malwitz responded by sending MEI a telex containing the requested information. Ms. Malwitz also informed MEI that Schenkers was currently looking into arranging for insurance coverage for the export lot with their own insurance company. (Pl. Exh. 11)

 21. As of April 11, 1986, MEI had not yet decided upon a buyer for the export lot, and did not yet know where the goods would be delivered. (Tr. 71-72) Sometime during the thirty-day period between mid-April and mid-May of 1986, MEI began to consider selling the export lot to Ladies Apparel, a company located in California. Schenkers knew of Ladies Apparel because it had been involved with Schenkers in the transactions involving the first two FILA lots. (Tr. 72-73) Mr. Hendrick handled the arrangements on behalf of MEI regarding the proposed sale of the export lot to Ladies Apparel. (Tr. 73)

 22. During the period of time that MEI was considering selling the export lot to Ladies Apparel, Mr. Hendrick had several phone conversations with Ms. Malwitz in which he explained that MEI was purchasing FILA goods located in the United States and needed confirmation from Schenkers that FILA could re-export the goods and that MEI could then re-import the goods based on the new commercial invoice. (Tr. 236) In these conversations, Mr. Hendrick told Ms. Malwitz that MEI was planning on re-importing the goods into the United States and selling them to Ladies Apparel in California. (Tr. 237-38)

 23. Mr. Hendrick subsequently telephoned Schenkers and requested to speak with Ms. Malwitz. Because Ms. Malwitz was unavailable, Mr. Hendrick spoke with Mr. Paul Fifield, a Schenkers customer service representative supervised by Ms. Malwitz. Mr. Hendrick and Mr. Fifield had several telephone conversations during which Mr. Hendrick asked what legalities were involved in enabling a previous importer to obtain a duty drawback on goods currently in the United States and which would be resold in the United States. After these telephone discussions between Mr. Hendrick and Mr. Fifield, Mr. Fifield sent a telex to Mr. Hendrick, an M.E.I. representative, which stated in relevant part:

 

RE; Various Telephone Discussions - Confirmation of Legalities of Importing FILA Goods After Exportation form [sic] U.S.

 

Have confirmed with U.S. Customs here in U.S. that it is o.k. to re-import the sportswear goods per our telecon at the new amount of your commercial invoice. Previous importer can claim a duty drawback based on his original importation. Legalities are involved only if you did not buy merchandise abroad, but had purchased them from him here in the U.S.A. As long as you have purchased goods abroad, this shipment will be handled as a normal import, with duties being determined on value of goods per your commercial invoice. (Pl. Exh. 12)

 Mr. Fifield had no further conversations with Mr. Hendrick after sending this telex. (Tr. 184)

 24. The copy of the telex introduced as Plaintiff's Exhibit 12 does not contain a date and is not an original. It is Schenkers' policy and practice to place dates on all original telex sent by Schenkers to indicate the date that the telex was sent. Schenkers never produced the original Fifield telex, or any other documentation with respect to the MEI transaction, notwithstanding its receipt of document requests and trial subpoenas from MEI. Mr. Fifield testified that Schenkers regularly kept copies of all telexes sent by Schenkers. (Tr. 162-164) Ms. Malwitz testified that she had kept a file on the MEI transactions, and that she had given the file to Schenkers' lawyers.

 25. The court finds that the Fifield telex sent to MEI was written after MEI had advised Schenkers that it was considering selling the export lot to Ladies Apparel. The telex was sent at a time when Ms. Malwitz was out of the office, either on vacation or out on sales calls. (Tr. 174-175, 228) According to Schenkers' business records, Ms. Malwitz was on vacation from May 5 through May 9, 1986. At the time that he sent the telex, Mr. Fifield knew that MEI needed the requested information in order to make a decision. (Tr. 169) A letter from Schenkers to MEI dated April 16, 1987, admits that MEI had advised Schenkers of its plans to sell the export lot to Ladies Apparel before the Fifield telex was sent. (Pl. Exh. 25)

 26. After Ms. Malwitz returned to the office, Mr. Fifield gave her a copy of the telex that he sent to MEI. (Tr. 175) Ms. Malwitz then checked the substance of the telex with Mr. Fred Aguero, a customs expert at Schenkers, and determined that the information contained in the telex was correct. (Tr. 224) Ms. Malwitz resumed responsibility for the MEI transaction and Mr. Fifield had no further involvement with MEI. (Tr. 176)

 27. MEI understood the Fifield telex to mean that MEI, having identified Ladies Apparel as a potential buyer, could ship the goods to a foreign trade zone and then "re-import" them into the United States, paying customs duties based on the new commercial invoice, and enabling FILA to obtain a duty drawback. (Tr. 8081)

 28. In late April or early May of 1986, after receiving the Fifield telex, M.E.I. agreed to sell the export lot to Ladies Apparel in reliance on the information contained in the Fifield telex. (Tr. 141, 240) MEI set the price of the export lot based on the cost of the goods, assuming FILA would be able to obtain a duty drawback, plus a profit. (Tr. 240)

  29. In early to mid-May of 1986, Mr. Hendrick informed Schenkers of its agreement to sell the export lot to Ladies Apparel, and that the agreement called for the delivery of the merchandise by May 31, 1986. (Tr. 241-242; Pl. Exh. 13) The export lot consisted of summer merchandise which had to be delivered on or about May 31, 1986 in order to be marketed for the 1986 season.

 30. In or about the third week of May, 1986, Schenkers advised M.E.I. that there was a problem with MEI's plan to import FILA goods back into the United States after exporting them to a foreign trade zone for the purpose of enabling the previous importer to claim a duty drawback. (Tr. 243) At the same time, Schenkers advised M.E.I. that they were attempting to find a solution to the problem. (Tr. 243)

 31. MEI responded to Schenkers with a telex from Mr. Hendrick dated May 23, 1986, which stated in relevant part:

 

Attn: Lisa Malvitz [sic] and Fred

 

RE: 22,000 Units to Reimport into the States

 

I appreicate [sic] your efforts in fianalising [sic] a solution to this stock, but for good order I will summarize the recent events.

 

After lengthy conversations with Paul Fifield and a further wait of 5 days for your telex you confirmed that we had no problem in reimporting the stock and paying duty on a commercial invoice.

 

You were aware that we had contractually agreed to deliver by 31 May 1986 at the latest.

 

Having acted on your advice we are now at risk with this stock. Fred says he needs time to find a solution but after 31 May I possibly will have no buyer anyway. I urge you to spare no effort. I will have a problem selling summer merchandise in June. (Pl. Exh. 13)

 32. In a telex dated May 27, 1986, Schenkers acknowledged receipt of the above telex from MEI and apologized for any inconvenience. The telex assured M.E.I. that Schenkers was making every attempt to expedite the transaction. (Pl. Exh. 14) The telex also referred MEI to the prior Fifield telex and quoted the substance of the relevant advice. (Pl. Exh. 14)

 33. After receiving the May 27, 1986 telex from Schenkers, Mr. Hendrick discussed the problems that had emerged regarding the export lot with Mr. Stern. Mr. Stern, on behalf of MEI, conducted all further communications with Schenkers regarding the export lot from that point on. (Tr. 244-45)

 34. On May 29, 1986, Schenkers' senior corporate vice president, William Holmes, informed Mr. Stern by telephone that the contemplated transaction could not be carried out because goods which enter a foreign trade zone become zone restricted and cannot be re-imported back into the same zone. (Tr. 90-91, 386) As a result of this conversation, Mr. Stern flew to New York and met with Schenkers on June 3, 1992, in an attempt to reach a solution to the problem. (Tr. 92) At that time, Mr. Stern was handed a telex dated May 29, 1986, which stated Schenkers' reasons for withdrawing from the transaction contemplated by MEI. (Tr. 95-96; Pl. Exh. 16)

 35. After learning of the zone-restricted status the goods would acquire once they were shipped to a foreign trade zone, Mr. Stern suggested shipping the goods to Canada, and then re-importing them to facilitate the intended duty drawback to FILA. Schenkers responded that to export the goods to another country and re-import them without having the goods enter the stream of commerce of the country to which they were exported would constitute a sham transaction and would be illegal under United States custom laws. (Tr. 98-99)

 36. The June 3 meeting failed to produce a solution whereby FILA could obtain a duty drawback and MEI could perform its agreement to sell the export lot to Ladies Apparel. MEI was unsuccessful in its attempt to find another broker to handle the transaction. (Tr. 97-98)

 37. Schenkers withdrew from representing MEI with respect to the export lot but continued to assist MEI with later transactions. (Tr. 110-111)

 38. After unsuccessful efforts by MEI to renegotiate the terms of the agreement to purchase the export lot from FILA, MEI proceeded to sell the goods to Ladies Apparel. (Tr. 100-101) In addition to the contract price for the export lot, MEI paid FILA the additional sum of $ 80,000, the amount of the anticipated duty drawback FILA had expected to receive, in lieu of its obligation to accept the goods in a foreign trade zone. (Tr. 100-103; Pl. Exh. 18, 19) MEI calculates that it would have owed $ 30,000 in customs duties and shipping costs and expenses had it been able to re-import the goods based on the amount of the new commercial invoice, as planned. (Tr. 103-104) MEI therefore sustained damages in the amount of $ 50,000, the difference between the $ 80,000 that it paid to FILA and the $ 30,000 it would have had to pay in customs duties and related costs on re-importation of the merchandise, plus interest.

 39. MEI asserted its claim against Schenkers first orally and then by letter to Schenkers dated June 27, 1986. (Pl. Exh. 20) Schenkers rejected MEI's claim by letter dated April 16, 1987. (Pl. Exh. 25)

 CONCLUSIONS OF LAW

 1. The New York Court of Appeals set forth the elements of a negligent misrepresentation claim in White v. Guarente, 43 N.Y.2d 356, 362-63, 401 N.Y.S.2d 474, 478, 372 N.E.2d 315 (1977):

 

As to duty imposed, generally a negligent statement may be the basis for recovery of damages, where there is carelessness in imparting words upon which others were expected to rely and upon which they did act or failed to act to their damage . . . but such information is not actionable unless expressed directly, with knowledge or notice that it will be acted upon, to one to whom the author is bound by some relation of duty, arising out of contract or otherwise, to act with care if he acts at all. . . .

 2. There is no cause of action for negligent misrepresentation under New York law absent some special relationship of trust or confidence between the parties giving rise to a duty on the part of the defendant. Accusystems, Inc. v. Honeywell Info. Systems, 580 F. Supp. 474, 480 (S.D.N.Y. 1984). The Second Circuit has noted that although New York case law addressing the question of the sufficiency of such a relationship is "notably limited", New York courts would probably follow the majority rule set forth in Section 552 of the Restatement (2d) of Torts. Mallis v. Banker's Trust Co., 615 F.2d 68, 83-84 (2d Cir. 1980). Section 552 of the Restatement (2d) of Torts provides:

 

One who, in the course of his business, profession, or employment, or in any other transaction in which he had a pecuniary interest, supplies false information for the guidance of others in their business transactions, is subject to liability for pecuniary loss caused to them by their justifiable reliance upon the information, if he fails to exercise reasonable care or competence in obtaining or communicating the information.

 See also Crabtree v. Tristar Automotive Group, Inc., 776 F. Supp. 155 (S.D.N.Y. 1991) (stating a buyer-seller relationship creates a duty of care with regard to communications between the parties when the seller is acting in the course of his business, the information is supplied for the guidance of the buyer, and the buyer justifiably relied on it).

 3. The existence of a duty on the part of a defendant in a negligemisrepresentation case does not depend upon the existence of a formal contractual relationship but rather on the reasonable expectations of the parties. Mallis v. Banker's Trust Co., 615 F.2d at 82; cf. Banker's Trust Co. of Western N.Y. v. Steenburn, 95 Misc. 2d 967, 409 N.Y.S.2d 51, 66 (1978) ("where one makes a statement with knowledge that the statement is required for a serious purpose, and that it is made for the benefit of another person, who is expected to rely upon it and may be damaged if it's false, the person making such statement is under a duty to the person expected to rely upon it, to exercise reasonable care that the statement made is correct."). In order to state an action for negligent misrepresentation where contractual privity is absent, the defendant must be aware of a specific party or class of parties intended to rely on the statement, and the alleged misrepresentations must have been communicated directly to the plaintiff with knowledge that the plaintiff would rely on them. Credit Alliance Corp. v. Arthur Andersen & Co., 65 N.Y.2d 536, 493 N.Y.S.2d 435, 483 N.E.2d 110 (1985); Brickman v. Tyco Toys, Inc., 722 F. Supp. 1054, 1062 (S.D.N.Y. 1989). Moreover, the plaintiff's reliance on the statements must have been the end aim of the transaction. Credit Alliance, supra, 65 N.Y.2d at 549, 493 N.Y.S.2d at 442.

 4. Although not governed by contract, the relationship between MEI and Schenkers, whereby MEI requested and received Schenkers' advice and expertise concerning customs matters relating to the export lot, satisfies the requirements under New York law for imposing a duty on defendant to exercise reasonable care in providing plaintiff with customs advice. Schenkers holds itself out as an expert in United States customs regulations and procedures. MEI, which was not experienced in United States customs law, initiated a business relationship with Schenkers whereby it would rely on Schenkers' customs and freight-forwarding expertise. When MEI contacted Schenkers for advice as to the export lot, MEI specifically requested that Schenkers act as "honest broker" in connection with the transaction. Schenkers responded by sending M.E.I. a telex containing further information. The prior established relationship and course of dealing between MEI and Schenkers involving the first two FILA lots created a reasonable expectation between the parties that MEI would make business decisions regarding the export lot based on Schenkers' professional advice. See Mallis v. Banker's Trust Co., 615 F.2d 68, 83 (2d Cir. 1980). Moreover, Schenkers communicated the alleged misrepresentations directly to MEI with the intention that MEI would rely on the advice and with the knowledge that this intended reliance was the reason that Schenkers was being consulted. Schenkers, therefore, had a duty to use reasonable care to ensure that the advice it provided MEI regarding the export lot was correct.

 5. Schenkers breached this duty when it made certain misrepresentations which M.E.I. relied upon to its detriment. Schenkers falsely represented that no legalities would affect the right of the previous importer to claim the duty drawback if MEI had purchased the goods abroad and not in the United States. As long as MEI purchased the goods abroad, Schenkers continued, the goods could be re-imported and handled as a normal import with duties based on the new commercial invoice amount. This advice was misleading in the context of what Schenkers knew about MEI's proposed transaction involving the export law. Schenkers knew that the goods were currently in the United States, that MEI was planning on "exporting" them to a foreign trade zone in Long Beach, California, and that MEI was considering selling the goods to a California buyer.

 6. The advice was incorrect because legalities did affect the proposed transaction whether or not the goods were purchased in the United States. As Schenkers later told MEI after MEI had agreed to sell the goods to Ladies Apparel, merchandise cannot be exported from the United States and then re-imported so as to enable the previous importer to obtain a duty drawback unless the goods enter the stream of commerce of the foreign country to which they are exported. Exporting the goods in order to obtain a duty drawback and then immediately re-importing them for resale constitutes a sham transaction under U.S. customs laws. Moreover, Schenkers failed to inform MEI that placement of the goods in a foreign trade zone, as contemplated by MEI and Schenkers, would cause the goods to be zone-restricted and would prevent MEI from re-importing the goods into the United States. Finally, had the transaction proceeded as contemplated under the agreement between MEI and FILA, it is not clear that the goods would have been "purchased in the United States", because MEI would have accepted delivery of the goods in a foreign trade zone or in Panama. *fn2" However, contrary to Schenkers' representations in the Fifield telex, legalities would nevertheless affect the right of the previous importer to claim a duty drawback and would affect the ability of MEI to re-import the goods into the United States and pay customs duties based on the new commercial invoice.

 7. MEI relied on the negligent advice received from Schenkers. Upon receiving Schenkers' response to its inquiries, MEI reasonably concluded, based on the information that Schenkers had about the contemplated transaction, that it could place the goods in a foreign trade zone and then resell them to Ladies Apparel, thereby enabling FILA to reclaim the duty paid on the original importation. As a result of this understanding, MEI offered the export lot to Ladies Apparel and priced the goods with the understanding that the transaction would enable FILA to claim the duty drawback. (Tr. 240)

 8. MEI was damaged by its reliance on Schenkers' advice in the amount of $ 50,000.00. MEI did not learn that it would be impossible to complete the transaction as planned until after it had agreed to sell the goods to Ladies Apparel. Because the sale of the export lot to Ladies Apparel did not permit FILA to reclaim the duty drawback as required under the contract between MEI and FILA, MEI was forced to pay FILA an additional $ 80,000.00, representing the amount FILA would have been able to obtain as a duty drawback. MEI would have incurred $ 30,000.00 in costs if it had been able to enable FILA to obtain a duty drawback as contemplated by MEI and Schenkers. MEI therefore sustained damage in the amount of $ 50,000.00.

 M.E.I. is entitled to judgment in the amount of $ 50,000.00, plus interest, costs and disbursements.

 Dated: July 15, 1992 New York, New York

 CONSTANCE BAKER MOTLEY

 U.S.D.J.


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