Weinhoffer v. Davie Shoring
- Case Type:
- Business
- Case Status:
- Affirmed in part and Reversed in part
- Citation:
- 23-30566 (5th Circuit, Mar 19,2024) Not Published
- Tag(s):
-
- Ruling:
- The U.S. Court of Appeals for the Fifth Circuit (Circuit) affirmed the judgment in favor of a seller, Offshore Specialty Fabricators, LLC (Seller), who had sued the highest bidder at auction for the latter's failure pay for the item on which it bid, but reversed in part and rendered as to the award of damages, issued by the U.S. District Court for the Eastern District of Louisiana (DC), the second appeal by the seller arising out of this breach of contract action, a circuit panel having reversed the DC's original award of damages.
- Procedural context:
- After numerous failed attempts to contact and secure payment from the principal of Davie Shoring, Inc. (Shoring), the winning bidder in an auction held on May 16, 2018, David Weinhoffer, previously appointed the liquidating trustee for the Seller's estate (Trustee), transferred ownership of the module at no cost to the Seller's affiliate, which sold it at auction a month later for $6,000. On June 12, 2019, the Trustee sued Shoring for payment of the bid. Ultimately, the DC entered judgment in favor of the Trustee and awarded damages in reliance on one exhibit. The latter having been improperly admitted, the Circuit subsequently reversed the DC's damages award. On remand, the case was re-tried on the existing record with post-trial briefing, as agreed by the parties. At the end of these proceedings, the DC found that the parties had formed a valid contract, which the bidder had breached, but also that the Trustee had failed to mitigate damages by not attempting to resell the module and transferring it to its affiliate at no cost. Shoring thereafter moved for a new trial seeking recalculation of damages, but the DC denied the motion. On appeal, Shoring argued that the DC had erred in finding that the agreement does not limit the available remedies for nonpayment and that other than the agreement the parties never formed an enforceable contract and further challenged the DC's calculation of damages.
- Facts:
- After the Seller filed for bankruptcy, the estate's duly appointed Trustee entered into an agreement (Agreement) with Henderson Auctions to sell a 205-man modular housing unit at an online auction. The Agreement included a provision limiting the remedies for a buyer’s breach to either specific performance of the sale or forfeiture of the buyer’s deposit, which would be shared equally with the auctioneer. The advertisement for this auction stated that the winning bid came with three obligations: (1) payment of a 10% Buyer’s Premium; (2) removal of the module in one piece within 60 days of the sale; and (3) full settlement on the day of the auction or the following business day; it also specified that the module was sold “as is/where is” and that inspection prior to bidding was available and recommended. Shoring placed the winning bid of $177,500. However, the bidder did not pay for the module then, and the auctioneer still had not collected from the bidder three weeks later.
- Judge(s):
- Don Willett; Cory T. Wilson; and Irma Carrillo Ramirez
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