     Case: 11-30270   Document: 00511618762   Page: 1   Date Filed: 09/30/2011




          IN THE UNITED STATES COURT OF APPEALS
                   FOR THE FIFTH CIRCUIT  United States Court of Appeals
                                                   Fifth Circuit

                                                                 FILED
                                                             September 30, 2011

                                No. 11-30270                    Lyle W. Cayce
                              Summary Calendar                       Clerk



SPSL OPOBO LIBERIA, INCORPORATED,

                                          Plaintiff–Appellee
v.

MARINE WORLDWIDE SERVICES, INCORPORATED,

                                          Defendant–Appellant



SPSL OPOBO LIBERIA, INCORPORATED,

                                          Plaintiff–Appellee
v.

AAA HOLDINGS, L.L.C.,

                                          Defendant–Appellee



                 Appeal from the United States District Court
                     for the Eastern District of Lousiana
                           USDC No. 2:07-CV-03355
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                                       No. 11-30270

Before REAVLEY, SMITH, and PRADO, Circuit Judges.
PER CURIAM:*
       Marine Worldwide Services (“MWS”) appeals the district court’s denial of
its motions for summary judgment and motion for release of the Mid-River IV
(also known as the SPSL OPOBO, the “barge”), and the district court’s grant of
the AAA Holdings’ (“AAA”) motion for release of the barge. Because we find that
MWS was not entitled to judgment as a matter of law and that AAA was entitled
to the barge, we AFFIRM the district court’s rulings.
             I. FACTUAL AND PROCEDURAL BACKGROUND
       This case involves a three-party dispute as to the rightful ownership of the
barge between SPSL OPOBO Liberia, Inc. (“SOLI”), MWS, and AAA. The facts
relevant for the present appeal begin while a lawsuit between SOLI and MWS
is pending, in which SOLI claimed that MWS had exercised unlawful ownership
of the barge. In June 2008, while the litigation between SOLI and MWS was
pending, MWS, through its owner–agent, Ray Groot, sold the barge to AAA for
$1.3 million. During the course of the sale neither Groot nor the broker he used,
Alan Moore, disclosed to AAA that SOLI had a pending ownership claim over the
barge. After AAA had paid $700,000 toward the purchase of the barge, it
demanded title documentation from MWS. MWS provided AAA with a No Lien
Certificate, but this was not to AAA’s satisfaction; in turn, AAA made a second
demand for title documentation, which MWS failed to provide. AAA stopped
making payments at that point.
       In June 2009, SOLI and MWS reached a tentative settlement in their case
over the ownership of the barge, which would have required MWS to surrender
the barge to SOLI. MWS could not do so because it had sold the barge to AAA.


       *
         Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.

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SOLI then brought suit against AAA, claiming that SOLI was the true owner.
AAA then filed against MWS, Groot, and Moore for fraud and breach of the sales
contract. The barge was seized and the cases were consolidated. Discovery
proceeded, but because of SOLI’s failure to produce a corporate deponent based
on AAA’s request, the district court dismissed SOLI’s claims to the barge for
failure to comply.1 AAA filed a motion for immediate release of the barge after
the district court’s dismissal of SOLI’s claims. MWS then filed separate motions
for summary judgment against SOLI and AAA and a motion for immediate
release of the barge. Ruling on all four of the motions at once, the district court
denied MWS’s motions and granted AAA’s motion to release. MWS appealed.
            II. JURISDICTION AND STANDARD OF REVIEW
      Though we generally lack jurisdiction to review denials of summary
judgement, Pac. Union Conference of Seventh-Day Adventists v. Marshall, 434
U.S. 1305, 1306 (1977), we have jurisdiction under 28 U.S.C. § 1292(b) in this
case because the district court certified these orders as final pursuant to Federal
Rule of Civil Procedure 54(b).” Linton v. Shell Oil, Co., 563 F.3d 556 (5th Cir.
2009). We review the district court’s findings of fact under a “clearly erroneous”
standard, United States v. United States Gypsum Co., 333 U.S. 364, 395 (1948),
and legal conclusions under a de novo standard. United States v. Mississippi
Valley Generating Co., 364 U.S. 520, 564 (1961).
                                 III. DISCUSSION
      MWS raises three grounds for appeal. First, it asserts that the district
court committed error by failing to find facts as required by Federal Rule of Civil
Procedure 52(a). Second, in the district court’s denial of summary judgment to
MWS, that the district court failed procedurally by not accounting for facts



      1
         The order dismissing SOLI’s claims is pending on appeal to this court. SPSL OPOBO
Liberia, Inc. v. Marine Worldwide Servs., No. 10-31082 (5th Cir.).

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                                   No. 11-30270

raised by MWS. And third, the district court erred substantively in granting
AAA’s motion for release and denying its motion for summary judgment.
A.      Failure to Find Facts
        MWS cites Federal Rule of Civil Procedure 52(a) and Golf City v. Wilson
Sporting Goods, 555 F.2d 426 (5th Cir 1977), for the proposition that the district
court was required to find facts specifically in this case. While Rule 52(a)(1)
mandates that “[i]n an action tried . . . without a jury . . . , the court must find
the facts specially,” Subpart 3 of Rule 52(a) states that this requirement is “not
required . . . when ruling on a motion under Rule 12 or 56 or, unless these rules
provide otherwise, on any other motion.” FED. R. CIV. P. 52(a)(1), (3). This is not
an appeal from a bench trial but rather an appeal of a denial of summary
judgment and other motions. Therefore, this ground is meritless.
B.      Denial of Summary Judgment and Grant of AAA’s Motion for
        Release
        MWS attacks the district court for failing to account for allegedly disputed
facts regarding the ownership of the barge. The facts that MWS raises in its
brief as creating a dispute are either ones discussed by the district court or do
not relate to the case. It is well-known that “only disputes over facts that might
affect the outcome of the suit under the governing law will properly preclude the
entry of summary judgment,” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986), and here, the facts raised by MWS did not go to issues material to this
case.
        MWS is thus left with its objection to the district court’s grant of AAA’s
motion for release. While it is unclear whether the district court intended the
denial of MWS’s summary judgment motion and the grant of AAA’s release
motion to be a grant of summary judgment to AAA, such a course would have
been authorized under our caselaw so long as the district court complied with
Rule 56(f)’s notice requirements. See McCarty v. United States, 929 F.2d 1085,


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1088 (5th Cir. 1991) (“If one party moves for summary judgment, the court sua
sponte may grant summary judgment for the nonmoving party provided all of
the procedural safeguards of Rule 56 are followed.” (citation omitted)). Even if
this is not what the district court intended to do, the district court neither erred
in denying MWS summary judgment nor erred in granting AAA’s motion for
release.
       For MWS to have prevailed on its motion for summary judgment it must
demonstrate that was entitled to a judgment as a matter of law, FED. R. CIV. P.
56(a)—something it cannot do because AAA was entitled to judgment as a
matter of law. When the district court granted AAA’s motion, all of SOLI’s
claims to the barge had been dismissed.2 The district court was only left with
AAA’s claim against MWS, and the district court granted relief to AAA based on
the June 10, 2008 agreement and MWS being a bad faith seller.
       Under Louisiana law, “[o]wnership is transferred between the parties as
soon as there is agreement on the thing and the price is fixed, even though the
thing sold is not yet delivered nor the price paid.” LA. CIV. CODE ANN. art 2456
(2010). The June 10, 2008 agreement was clear as to both subject and price and
therefore, obligated MWS’s delivery of the barge to AAA. Id. art. 2475. Based
on these provisions, the district court was right to deny MWS’s summary
judgment motion and grant release of the barge to AAA. Additionally, AAA was
entitled to title of the barge, vis-à-vis MWS, because MWS was a bad faith seller
under Louisiana Civil Code Article 2545. SOLI’s claim to the barge at the time
of MWS’s sale to AAA constituted a defect under Article 2545, see Lake Forest,
Inc. v. Bon Marche Homes, Inc., 410 So. 2d 362, 364 (La. Ct. App. – 4th Cir.


       2
         As the district court dismissed SOLI’s claims, SOLI could not claim title to the barge.
In this appeal, SOLI urges reversal and remand because it feels that it has a claim to the
barge. We do not have the appeal concerning the dismissal of SOLI’s claims before us, and
therefore, we cannot reverse based on SOLI’s urging of its claims. In light of this AAA’s
motion to dismiss SOLI’s cross-appeal is denied as moot.

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1982), such that MWS’s failure to disclose SOLI’s claim, when MWS knew about
it, rendered MWS a bad faith seller. Osborne v. Ladner, 691 So. 2d 1245, 1253
(La. Ct. App. – 1st Cir. 1997).
                              IV. CONCLUSION
      For the foregoing reasons, we AFFIRM the district court’s denials of
MWS’s motions for summary judgment and release and the grant of AAA’s
motion to release.
      AFFIRMED.




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