Mac Metals Sales, Inc. v. Ingram Barge Co., LLC et al

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
MAC METAL SALES, INC. 	CIVIL ACTION
VERSUS 	NO. 25-422
INGRAM BARGE CO., LLC. ET AL. 	SECTION “R” (4)
ORDER AND REASONS
Before the Court is defendant Mid-Ship Logistics, LLC’s (“Mid-Ship”)
motion to dismiss Ingram Barge Co.’s (“Ingram”) cross-claim for failure to
state a claim upon which relief can be granted. 1 	Cross-claimant Ingram
opposed this motion. 2 	For the following reasons, the Court denies Mid-
Ship’s motion.
I. 	BACKGROUND
Plaintiff Mac Metal Sales, Inc. (“Mac Metal”) alleges that in early 2024,
Mac Metal arranged for the shipment of more than 5,500 metric tons of steel
coils from Busan, South Korea to New Orleans, Louisiana. 3 	It avers that a
pre-shipment survey showed that the cargo was in generally good condition
when loaded onto the M/V Lowlands Fidelity in South Korea. 4
1 	R. Doc. 69.
2 	R. Doc. 72.
3 	R. Doc. 47 at 3.
4 	Id.
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The M/V Lowlands Fidelity allegedly docked in New Orleans on
February 29, 2024. 5 	The amended complaint alleges that Mid-Ship, acting
as 	Mac 	Metal’s 	agent 	and 	“logistics 	representative,” 	facilitated 	and
coordinated moving the coils from the M/V Lowlands Fidelity to Ingram
barges 	and 	was 	supposed 	to 	ensure 	those 	barges 	were 	suitable 	for
transporting the cargo.6 According to the complaint, Marine Inspection, LLC
(“Marine Inspection”) surveyors arrived to witness the movement of the coils
from the M/V Lowlands Fidelity to the Ingram barges, but the vessel agents
denied the inspectors access and the coils were loaded onto the barges
without an inspection. 7 	A tugboat allegedly moved the Ingram barges to
Harahan, Louisiana. 8
The complaint alleges that Marine Inspection inspectors accessed the
Ingram barges in Harahan on March 4, 2024 and observed water on one of
the four barges, T-13995. 9 	Upon the Ingram barges’ arrival in Indiana a
month later, allegedly one-quarter of the coils on the T-13995 had a visible
waterline, one-quarter had visible mold, and the remaining half had an
5 	Id.
6 	Id. at 3-4.
7 	Id. at 4.
8 	Id.
9 	Id. at 6.
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indeterminate waterline. 10 Mac Metal alleges that an arrival damages survey
concluded that water damaged the coils aboard T-13995 during or after the
New Orleans discharge. 11
Mac Metal filed a complaint in admiralty in February 2025. 12 	Mac
Metal alleged causes of action against seven defendants, including Ingram
and Mid-Ship. Ingram asserted a cross-claim against Mid-Ship for breach of
contract. 13 	Mid-Ship now moves to dismiss the cross-claim under Federal
Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief
can be granted. 14
The Court considers the motion below.
II. 	LEGAL STANDARD
To survive a Rule 12(b)(6) motion to dismiss, a plaintiff must plead
enough facts to “state a claim to relief that is plausible on its face.” Bell Atl.
Corp. v. Twombly, 550 U.S. 	544, 570 (2007). 	A claim is facially plausible
“when the plaintiff pleads factual content that allows the court to draw the
reasonable inference that the defendant is liable for the misconduct alleged.”
10 	Id.
11 	Id. at 6-7.
12 	R. Doc. 1.
13 	R. Doc. 51.
14 	R. Doc. 53.
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Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The Court must accept all well-
pleaded facts as true and must draw all reasonable inferences in favor of the
plaintiff. 	Lormand v. 	US Unwired, Inc., 565 F.3d 228, 239, 244 (5th Cir.
2009). But the Court is not bound to accept as true legal conclusions couched
as factual allegations. Iqbal, 556 U.S. at 678.
A legally sufficient complaint must establish more than a “sheer
possibility” that the party’s claim is true. See id. It need not contain “detailed
factual allegations,” but it must go beyond “‘labels and conclusions’ or ‘a
formulaic recitation of the elements of a cause of action.’” 	See id. 	(quoting
Twombly, 550 U.S. at 555). In other words, “[t]he complaint (1) on its face
(2) must contain enough factual matter (taken as true) (3) to raise a
reasonable hope or expectation (4) that discovery will reveal relevant
evidence of each element of a claim.” 	Lormand, 565 F.3d at 257 (cleaned
up). The claim must be dismissed if there are insufficient factual allegations
“to raise a right to relief above the speculative level,” Twombly, 550 U.S. at
555, or if it is apparent from the face of the complaint that there is an
insuperable bar to relief, see Jones v. Bock, 549 U.S. 199, 215 (2007).
On a Rule 12(b)(6) motion, the Court must limit its review to the
pleadings and attachments. Brand Coupon Network, LLC v. Catalina Mktg.
Corp., 748 F.3d 631, 635 (5th Cir. 2014). 	The Court may also consider
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documents attached to a motion to dismiss or an opposition to that motion
when the documents are referred to in the pleadings and are central to a
plaintiff’s claims. Id.
III. 	DISCUSSION
Ingram asserted a cross-claim against Mid-Ship for breach of contract.
Ingram 	alleges 	that 	it 	had 	a 	contract 	with 	Mid-Ship, 	the 	Dry 	Cargo
Transportation Agreement. The alleged contract, which Ingram attached to
its cross-claim, provides that Ingram would move Mid-Ship’s cargo on its
barges. 	Ingram further alleges that the Agreement contains the following
provision:
Customer [Mid-Ship] shall inspect the Barge prior to loading and
shall determine if they are suitable for the Cargo . . . . If [Mid-
Ship] fails to inspect the Barges or fails to notify Ingram of any
objections to their condition prior to loading its Cargo, then
customer will be deemed to have irrevocably released and waived
all claims relating to the Barges’ condition when provided. 15
Ingram alleges that Mid-Ship breached the contract by failing to inspect the
barges prior to loading the cargo or to notify Ingram of any unsuitable
conditions. 16
15 	R. Doc. 51, at 3.
16 	Id. at 4.
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Ingram alleges Mid-Ship also breached the indemnification provision
of its contract. The alleged contract provides that: 17
[Mid-Ship] shall Protect the Ingram Parties against all Losses
arising 	from 	or 	related 	to 	[Mid-Ship’s] 	(i) 	breach 	of 	the
Agreement, (ii) the Fault of [Mid-Ship], or (iii) any combination
of (i) and (ii), and except to the extent of the Fault of the Ingram
Parties.
“Protect” 	is 	defined 	to 	include 	“defend, 	indemnify 	and 	hold
harmless.” 18 “Losses” are defined to include “all losses, damages, liabilities,
deficiencies, claims, actions, judgments, settlements . . . or expenses of
whatever kind, including . . . reasonable attorneys’ fees and litigation
costs . . . .” 19 	Ingram alleges that Mid-Ship breached the indemnification
provision by refusing to defend or indemnify Ingram in the suit brought by
Mac Metal.
When interpreting maritime contracts, federal admiralty law applies.
Int’l Marine, L.L.C. v. Delta Towing, L.L.C., 704 F.3d 350, 354 (5th Cir.
2013). Under federal maritime law, the elements of a breach of contract are:
(1) a contract between the parties, (2) a breach of that contract, and (3)
damages. 	See, e.g., Central Boat Rentals, Inc. v. Ponchartrain Partners,
17 	R. Doc. 51-2, at 4.
18 	R. Doc. 51-2, at 3.
19 	R. Doc. 51-2, at 3.
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L.L.C., 744 F. Supp. 3d 635, 639 (E.D. La. Aug. 2024) (citing 17A Am. Jur. 2d
Contracts § 702 (2016)).
Ingram has plausibly pled each element. 	As to the existence of the
contract, the cross-claim alleges that Mid-Ship entered a contract with
Ingram and attached a copy of the contract to the pleading. 20 As to a breach
of that contract, Ingram plausibly alleges that Mid-Ship failed to inspect the
barges prior to loading the cargo—which Mid-Ship does not deny—and has
refused to indemnify Ingram as required under the contract.
As to damages, Ingram asserts that Mid-Ship’s breach prevented
Ingram from addressing the alleged issue with the T-13995 barge prior to
loading the cargo and prevented Ingram from being able to rely on an
inspection of the barge to prove its defense to Mac Metal’s claims that the
barges were in good condition prior to loading the cargo. 	Additionally,
Ingram alleges that it has damages because Mid-Ship has refused to defend
and indemnify it from Mac Metal’s claims.
Mid-Ship makes three arguments in its motion to dismiss, which try to
argue the merits of the case and go far beyond the scope of the pleadings.
First, Mid-Ship argues that it did not breach the contract because the
inspectors it hired allegedly were unable to inspect the Ingram barges. 	At
20 	R. Docs. 51-1, 51-2.
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this stage, this contention underscores that Mid-Ship did not inspect the
barges and thus did breach the contract. That such a breach may be subject
to a defense does not show that Ingram failed to plausibly plead breach of
contract. 	Further, that this Court granted Marine Inspection’s motion to
dismiss does not negate the possibility of Mid-Ship’s liability to Ingram. 21
Mid-Ship also contends that Mid-Ship’s alleged breach did not cause
Ingram’s damages. 	Mid-Ship, through a string of conjecture, argues that
Ingram’s damages do not arise from breach of contract. None of Mid-Ship’s
conjectures detracts from whether Ingram plausibly pled causation. Ingram
alleges that had Mid-Ship performed the investigation, Ingram could have
replaced the barges or could now defend itself against Mac Metal’s suit with
the inspection reporting that the barges were in good condition prior to
loading the cargo. 	Ingram also argues that Mid-Ship’s failure to honor the
indemnification clause has caused Ingram damages. 22 	The Court finds that
Ingram has plausibly pled causation here.
Finally, Mid-Ship argues that Ingram failed to plead that it adequately
performed under the contract. Mid-Ship has cited to nothing that requires
adequate performance to be pled at the motion to dismiss stage in a maritime
21 	Contra R. Doc. 74, at 3.
22 	Id. at 6.
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breach of contract case. Even were it to be required at this stage, the Court
finds that Ingram has plausibly pled adequate performance under the
contract. 	It is clear from Ingram’s cross-claim and answer to Mac Metal’s
claim that Ingram asserts that it provided satisfactory vessels. Furthermore,
Mid-Ship’s alleged breach hampers Ingram’s ability to make that claim,
because Ingram cannot defend itself with satisfactory inspection results.
Mid-Ship’s argument that Ingram fails to state a claim upon which relief can
be granted is meritless.
The Court finds that Ingram plausibly pled breach of contract against
Mid-Ship and therefore denies Mid-Ship’s motion to dismiss.
IV. 	CONCLUSION
For the foregoing reasons, the Court DENIES defendant’s motion to
dismiss under Federal Rule of Civil Procedure 12(b)(6).
New Orleans, Louisiana, this 5th day of January, 2026.
_____________________
SARAH S. VANCE
UNITED STATES DISTRICT JUDGE
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