The opinion of the court was delivered by: Hon. Harold Baer, Jr., District Judge*fn1
This is a maritime contract dispute brought by Man Diesel A/S f/k/a Man B&W Diesel A/S ("Plaintiff" or "Man Diesel") against Seahawk North America LLC ("Defendant" or "Seahawk"). Plaintiff moves for summary judgment pursuant to Federal Rule of Civil Procedure ("Rule") 56. Defendant cross-moves to vacate the Rule B attachment or to dismiss the complaint for failure to state a claim pursuant to Rule 12(b)(6). By letter dated June 30, 2009, I gave notice to the parties that I would treat Defendant's cross-motion to dismiss as one for summary judgment pursuant to Rule 12(d). For the reasons that follow, Plaintiff's motion is DENIED and Defendant's motion to dismiss, as converted to one for summary judgment, is GRANTED.*fn2
Plaintiff Man Diesel is headquartered in Denmark and provides diesel engine services and spare parts for ocean-going vessels. Defendant Seahawk is a Florida-based ship management company that "provide[s] or procure[s] a variety of services on behalf of ship owners and operators." Spinelli Decl. ¶ 2. During the relevant time period, Seahawk managed the vessel M/V Tokai on behalf of its owners and operators, FTD Shipping Lines ("FTD Shipping"). See Spinelli Decl. Exh. 1.
Following discussions between the parties beginning in July 2007, Seahawk ordered from Man Diesel certain spare engine parts-including journal bearings for the input shaft gear, thrust bearings with pads, clutch plates, piston rings, etc.-in connection with repairs to the M/V Tokai. The purchase order noted that Seahawk was acting "as agents for FTD Shipping." See Spinelli Decl. Exh. 2. On August 13, 2007, the parts were shipped by Man Diesel from Denmark to the M/V Tokai at Port Everglades, Florida. On the same day, Man Diesel sent to Seahawk an invoice for the amount of $60,182.45, with payment due thirty days thereafter. See Grusgaard Decl. Exh. 1. There was some confusion and delay in the delivery of the parts to the M/V Tokai, and an officer of FTD Shipping communicated directly with Man Diesel by email to resolve the matter. See Spinelli Decl. Exh. 5.
Seahawk sent Man Diesel a second purchase order on September 5, 2007 for thirty-two gaskets and two end plates for the lube oil cooler. These parts were shipped and invoiced on September 26, 2007 for the agreed-upon amount of $2,505.33. On September 28, 2007, Seahawk advised Man Diesel that it was returning certain unused parts. Following the return of those parts, Man Diesel issued a credit note in the amount of $39,281.21 leaving a balance due of $23,469.57.*fn3 In October, Seahawk sent Man Diesel a check for $2,281.10, apparently for payment of the amount due on the second invoice. Seahawk admits that, by oversight, it neglected to pay freight costs in the amount of $224.23, which is the difference between the amount due on the second invoice and the amount it paid. Spinelli Decl. ¶ 19.
On January 14, 2008, in response to Man Diesel's inquiries regarding overdue payment, a Seahawk employee emailed Plaintiff:
Regarding payment, note that due to the fact that some of those Invoices shall be paid from another Company, some delay has been present in the payment process, I do understand that's nothing to do with MAN and that you should receive your payment on due time, and that Seahawk should honor this debt, but I am just mentioning this for asking for your understanding.
Spinelli Decl. Exh. 11. To date, the $21,188.47 that remains due to Plaintiff has not been paid.
Plaintiff commenced this maritime action by filing a complaint in this District on January 23, 2009. This Court granted Plaintiff's application for a Rule B attachment of Defendant's assets within this District in the amount of $24,194.33 on January 27, 2009. Plaintiff moved for summary judgment and Defendant cross-moved to vacate the attachment or dismiss the complaint for failure to state a claim. By letter dated June 30, 2009, this Court gave the parties notice that it was converting Defendant's motion to dismiss into one for summary judgment. Though Plaintiff submitted a memorandum of law in response to this Court's letter, neither party submitted any new evidence.
II. LEGAL STANDARD AND ...