                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 02-2957
ILLINOIS CENTRAL RAILROAD COMPANY,
                                                 Plaintiff-Appellee,
                                 v.

SOUTH TEC DEVELOPMENT WAREHOUSE, INC.,
                 Defendant-Third Party Plaintiff-Appellant,
                                 v.

R.R. DONNELLEY & SONS COMPANY,
                             Third Party Defendant-Appellee.
                          ____________
            Appeal from the United States District Court
       for the Northern District of Illinois, Eastern Division.
           No. 97 C 5720—George M. Marovich, Judge.
                          ____________
   ARGUED FEBRUARY 21, 2003—DECIDED JULY 23, 2003
                   ____________


 Before CUDAHY, MANION and ROVNER, Circuit Judges.
  CUDAHY, Circuit Judge. The Illinois Central Railroad
Company (IC) sued South Tec Development Warehouse,
Inc., seeking to recover demurrage charges assessed for
rail shipments between September 1994 and December
1995. South Tec denied liability for the demurrage charges
and joined R.R. Donnelley & Sons Company as a third party
2                                              No. 02-2957

defendant, arguing that Donnelley and not South Tec
should pay any charges. Following a referral to the Sur-
face Transportation Board (STB) for determinations on
certain issues, the district court granted summary judg-
ment to the IC and Donnelley, holding South Tec solely
liable for the demurrage. South Tec appeals. Because
we believe that key issues remain unresolved, we reverse
and remand for reconsideration.


                             I.
  In 1991, the IC was courting the business of Donnelley, a
printing company which receives a great deal of paper at
its facility in Mattoon, Illinois. Donnelley had been using
other carriers, but was interested in switching to the IC if
the IC could provide a single-line, through rate for paper
shipments that would actually make an intermediate
stop at a warehouse for storage. The IC introduced Don-
nelley to South Tec, a warehouse in Kankakee, Illinois, that
could store Donnelley’s shipments. The entire arrange-
ment was memorialized in two complementary contracts,
one between the IC and Donnelley and the other between
Donnelley and South Tec. There was no express contract
between South Tec and the IC.
  Under the agreements, boxcars of paper ultimately
destined for Donnelley were first transported by the IC
from Donnelley’s paper suppliers to South Tec in Kankakee.
Upon arrival in Kankakee, South Tec was responsible for
unloading, categorizing, organizing and storing the paper,
after which the railcars were released. When needed by
Donnelley, the paper was reloaded onto either railcars or
trucks for transportation to Mattoon. According to the
agreement between the IC and Donnelley, the shipments
on their way to South Tec were to be accompanied by bills
of lading stating, “Car to Stop at South Tec Warehouse,
Kankakee, Il. Freight Charges Cover Shipment to Ulti-
No. 02-2957                                                    3

mate Destination,” while the shipments as they continued
on to Donnelley were to be covered by bills of lading stat-
ing, “This Is to Certify That Product Previously Moved in
I.C.R.R. ROADHAUL to Kankakee, IL. Freight Charges
Paid on Inbound Movement to Kankakee.” In practice, the
consignors of the shipments bound for South Tec used
a wide variety of language to denote the shipments’ des-
tination. This arrangement apparently worked well, and
South Tec and Donnelley renewed their contract in 1993.
  Problems began in late 1994. Until then, South Tec had
promptly unloaded the IC railcars as they arrived in
Kankakee. However, starting in September 1994 and at
least through December 1995, due in part to a dramatic
increase in the amount of paper shipped, South Tec began
to accumulate delays in unloading. According to the IC,
so many cars piled up in the Kankakee railyard that
the delay was affecting the IC’s operations with respect
to its other shippers. The IC began to assess demurrage
charges against South Tec for these delays.1 This assess-
ment was thought to be in line with Item 2060-D of the
IC’s tariff, which provides that demurrage “will be billed
to the consignor at origin, the consignee at destination
and the party for whom the car is held if enroute.” IC
Freight Tariff IC 9000-F (issued Jan. 21, 1994), Memo. of
Law in Supp. of Donnelley’s Mot. for Entry of an Order to
Stay These Proceedings and Referral to the STB Ex. 5,
Record at 14 (IC Tariff). By the end of December 1995,
a total of $160,170 in demurrage charges were billed to


1
  Demurrage is “a charge exacted by a carrier from a shipper
or consignee on account of a failure on the latter’s part to load
or unload cars within the specified time prescribed by the
applicable tariffs; the purpose of the charge is to expedite the
loading and unloading of cars, thus facilitating the flow of
commerce, which is in the public interest.” Black’s Law Diction-
ary 432 (6th ed. 1990).
4                                                    No. 02-2957

South Tec but unpaid. Because of this balance and because
South Tec’s delays were threatening to “close down” the IC’s
Kankakee railyard, the IC imposed an embargo on the
Donnelley shipments, leading Donnelley to assume re-
sponsibility for future demurrage charges in order to have
the embargo lifted.
  There still remains the unpaid $160,170 in demurrage
charges that accrued up to December 1995. The IC sued
South Tec in the Northern District of Illinois for these
unpaid charges. South Tec claimed that it was not liable
for these charges because it was not the consignee of the
shipments, and joined Donnelley as a third party defen-
dant. Donnelley moved to stay the district court proceed-
ings and refer the case to the STB, which has exclusive
jurisdiction over “transportation by rail carriers, and the
remedies provided in [49 U.S.C. §§ 10101 et seq.] with
respect to rates, classifications, rules . . . , practices, routes,
services, and facilities of such carriers.” 49 U.S.C.
§ 10501(b)(1). Donnelley argued in its motion that three
issues should be resolved by the STB: 1) whether the IC’s
demurrage charges were unreasonable, because the IC
unilaterally modified its demurrage tariff allegedly in
order to generate revenue rather than to promote the
efficient use and distribution of freight cars, 2) whether
the IC’s tariff was unreasonable and discriminatory be-
cause it assessed demurrage charges for enroute delays,
making shippers such as Donnelley potentially liable for
demurrage at more than one location and 3) whether
boxcar traffic of the type at issue was deregulated during
the relevant time period. South Tec joined in this motion,
which the district court granted in part. Pursuant to its
decision, the district court asked the STB, 1) whether the
IC’s demurrage rate was unreasonable, 2) whether the
method by which the IC calculated the charges was unrea-
sonable and 3) whether the practice by which the IC’s
demurrage charges accrue is discriminatory with respect
to shippers such as Donnelley.
No. 02-2957                                                    5

  The STB rejected all of Donnelley’s and South Tec’s
arguments. South-Tec Dev. Warehouse, Inc., STB Docket
No. 42050 (Nov. 13, 2000), available at 2000 STB LEXIS
666 (STB Decision). However, while the STB found for the
IC that demurrage charges could be assessed for the
Kankakee delays, the STB declined to answer whether
South Tec or Donnelley should be held responsible for
these charges:
    South-Tec also argues that it was not the actual con-
    signee of any of the shipments for which IC seeks
    demurrage, but rather was Donnelley’s agent, and
    therefore may not be held liable for demurrage charges
    on shipments destined for Donnelley.
      . . . [W]e find that there is a sufficient record before us
    to determine that IC could properly assess demurrage
    for South-Tec’s undue delay of rail cars . . . , but that
    South-Tec’s liability depends on whether or not it
    was acting as Donnelley’s agent in its handling of the
    shipments. Because of deficiencies in the record,
    however, we can not resolve the agency question, which
    was raised by the parties, but which was not referred
    by the court.
Id. at 2-3.
  Back in district court, all three parties moved for sum-
mary judgment. The district court reasoned that the only
way that South Tec could have escaped liability was to
have complied with 49 U.S.C. § 10743(a)(1), which re-
quires a consignee that is an agent, in order to avoid
liability for charges, to provide a carrier with written
notice of its status as an agent prior to delivery. The dis-
trict court found that because South Tec had not com-
plied with the statute’s notice requirement, it was liable
for the demurrage charges even if it was acting as an agent
for Donnelley in receiving the IC shipments. The district
court also found that there was no indemnification agree-
6                                                No. 02-2957

ment between South Tec and Donnelley and granted
summary judgment to Donnelley, defeating the third party
complaint in a ruling not appealed. South Tec appeals the
district court’s grant of summary judgment to the IC.


                             II.
  We review a district court’s grant of summary judgment
de novo, examining the facts in the light most favorable
to the opposing party and drawing all reasonable inferences
in its favor. See Haywood v. Lucent Techs., Inc., 323 F.3d
524, 529 (7th Cir. 2003). The district court’s grant of
summary judgment will be affirmed if “the pleadings,
depositions, answers to interrogatories, and admissions
on file, together with the affidavits, if any, show that there
is no genuine issue as to any material fact and that the
moving party is entitled to a judgment as a matter of law.”
Fed. R. Civ. P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317,
322 (1986).
  We begin our analysis by examining the basis for the
district court’s decision, and then we ask whether, despite
its apparent errors, it might have reached the right result.


                             A.
  The district court here relied on two authorities: the
STB’s decision and 49 U.S.C. § 10743(a)(1). We find that
the two do not fully support the district court’s conclusions.
  Going in reverse order, let us first consider 49 U.S.C.
§ 10743(a)(1):
    § 10743. Liability for payment of rates
        (a) (1) Liability for payment of rates for transporta-
        tion for a shipment of property by a shipper or
        consignor to a consignee other than the shipper
No. 02-2957                                                7

        or consignor, is determined under this subsection
        when the transportation is provided by a rail
        carrier under [49 U.S.C. §§ 10101 et seq.]. When
        the shipper or consignor instructs the rail carri-
        er transporting the property to deliver it to a
        consignee that is an agent only, not having benefi-
        cial title to the property, the consignee is liable
        for rates billed at the time of delivery for which
        the consignee is otherwise liable, but not for addi-
        tional rates that may be found to be due after
        delivery if the consignee gives written notice to the
        delivering carrier before delivery of the property—
               (A) of the agency and absence of beneficial
            title; and
              (B) of the name and address of the beneficial
            owner of the property if it is reconsigned
            or diverted to a place other than the place
            specified in the original bill of lading.
(emphasis added). As recounted above, the district court
relied on this statute to require that South Tec have
given notice to the IC of its status as an agent of Don-
nelley. In applying this statute, however, the district
court did not answer a critical preliminary question: Was
South Tec a consignee? As emphasized above, the statute
applies only to agents who are also consignees, and not
to agents who are not consignees. See Middle Atl. Confer-
ence v. United States, 353 F. Supp. 1109, 1120 (D.D.C. 1972)
(three judge panel) (noting that “a careful reading of [a
predecessor of § 10743] . . . speaks only to . . . certain
narrow situations of warehousemen . . . who appear as
consignees on the bill of lading, but in no way can be read
to impose liability on an agent not a party to the con-
tract”) (emphasis in original). In order for us to uphold the
application of this statute, the district court or the STB
must have found South Tec to be the consignee of the
8                                               No. 02-2957

disputed shipments. However, whether South Tec was a
consignee is a question answered by neither the STB nor
the district court.
   We believe that this question was ignored because
somewhat unclear language in the STB’s decision led the
district court to assume that the question of South Tec’s
consignee status, or its equivalent, had been answered
in the affirmative. In its motion for summary judgment, the
IC had argued to the district court that “[u]nder the
clear language of the STB’s order[,] if South Tec is Don-
nell[e]y’s agent, then liability passes through South Tec to
Donnell[e]y,” and “[i]f South Tec is not Donnell[e]y’s agent,
then South Tec is liable directly.” IC’s Memo. in Supp. of
Mot. for Summary J. at 3, Record at 34. The phrasing of
this argument suggests that South Tec is liable in any
event, but can be indemnified by Donnelley in the event
that South Tec was Donnelley’s agent. According to this
argument, the IC must recover, from South Tec if not from
Donnelley “through South Tec,” its demurrage charges in
the instant lawsuit. Apparently, the district court agreed
with this reading of the STB’s decision. See Tr. of Pro-
ceedings, Dec. 19, 2000, at 4 (“The question of who owes
[the amount of the charges] is the question of agency. But
it is owed.”). The IC continues to argue before us, consis-
tent with its earlier arguments and the district court’s
order, that the STB “dispositively ruled that South Tec
may be held liable for [the] IC’s claimed demurrage charge”
and that the STB’s decision stands as “res judicata” on
the issue. IC Br. at 10-12.
  This reading of the STB’s decision is much too broad.
While there is certainly some language in the STB’s
decision to support these conclusions, see, e.g., STB Deci-
sion at 4-5 (“[O]nce South-Tec accepted the shipments, it
(or Donnelley, if South-Tec was acting as Donnelley’s
agent) became liable for the demurrage charges.”), the STB
went to great lengths to explain that Donnelley, and
No. 02-2957                                                     9

not South Tec, is liable if South Tec was acting as Don-
nelley’s agent, see, e.g., id. at 2, 3, 5. And, in the language
of the STB’s decision, whether South Tec was an agent
is directly tied to the question of whether South Tec was
a consignee. See id. at 2 (“South-Tec also argues that it
was not the actual consignee of any of the shipments for
which IC seeks demurrage, but rather was Donnelley’s
agent, and therefore may not be held liable for demur-
rage charges on shipments destined for Donnelley.”) (em-
phasis added); id. at 6 (“IC’s primary collection theory as to
South-Tec—that South-Tec was the consignee of the ship-
ments delivered to Kankakee rather than an undisclosed
agent—can neither be proved nor disproved on this record.”)
(emphasis added). The STB had declined to address—
appropriately, since the question was not referred to
it 2—whether South Tec was an agent and whether South
Tec was a consignee. Both questions remained to be
resolved by the district court.
  Adding to the lack of clarity was the apparent approval
by the STB of Item 2060-D of the IC’s tariff, which pro-
vides that demurrage “will be billed to the consignor at
origin, the consignee at destination and the party for
whom the car is held if enroute.”
      [South-Tec and Donnelley] also argue that IC’s
    demurrage charges do not apply on their face because
    the tariff does not expressly provide for the collection of
    demurrage at a “storage-in-transit” point such as


2
  Any decision as to South Tec’s consignee status would have
been outside the scope of the issues referred to the STB by the
district court and, therefore, only dictum. The issues referred
to the STB did not involve the questions of who or what was liable
for demurrage charges; they only involved the reasonableness
of the charges and whether the way they were assessed was
discriminatory. See STB Decision at 3 (noting that the agency
question was not referred by the district court).
10                                               No. 02-2957

     South-Tec’s warehouse. [South-Tec and Donnelley] do
     not explain, however, why the “party for whom the car
     is held if enroute” language in the tariff is not broad
     enough to embrace South-Tec. Moreover, IC points out
     that South-Tec was not just a storage-in-transit point
     essential to the transportation, but was in fact identi-
     fied on the bills of lading as the consignee of the ship-
     ments to its Kankakee warehouse. In those circum-
     stances, once South-Tec accepted the shipments, it (or
     Donnelley, if South-Tec was acting as Donnelley’s
     agent) became liable for the demurrage charges.
STB Decision at 4-5. Some of the parties and the district
court may have read this passage to mean that parties
responsible for loading and unloading at intermediate
stopping points, e.g., a warehouse such as South Tec,
could be held responsible for demurrage charges even if
they are not consignees or consignors. Indeed, such an
approach may even have some logical appeal, since
South Tec was, arguably, most directly responsible for
unloading the cars in a timely manner. This reading,
however, is inconsistent with the language of both the
tariff and the STB’s decision.
  The paragraph of the STB’s decision quoted above mer-
its detailed analysis. In the second sentence, the STB
appears to endorse the collection of demurrage from
South Tec by stating that the tariff is “broad enough to
embrace South Tec.” This sentence, however, must be
read in conjunction with the previous sentence and the
posture of the case before the STB. The first sentence
poses the question being answered by the paragraph:
whether demurrage can be collected “at a ‘storage-in-tran-
sit’ point such as South Tec’s warehouse.” Id. (emphasis
added). Critically, we note that this is not the same ques-
tion as whether demurrage can be collected from South
Tec. The STB had before it South Tec and Donnelley as
petitioners and the IC as respondent. In deciding that
No. 02-2957                                                11

the tariff was broad enough to apply to delays at ware-
houses, the STB held that someone could potentially be
held liable for the Kankakee delays—in a sense, that
the delays count as demurrage—but did not hold that
South Tec itself could be held liable. Textually speaking,
the last word of the second sentence of the passage quoted
above refers not to South Tec the corporate entity, but
to South Tec the location of the delays.
  The question of who could be billed under the tariff is
introduced in the latter part of the paragraph, which asks
whether South Tec was just a storage-in-transit point or
a consignee. As the STB’s decision explains, South Tec
becomes a properly billed party under the tariff “in [the]
circumstance[ ]” that, as the IC argued, it “was not just
a storage-in-transit point essential to the transportation,
but was in fact identified on the bills of lading as the
consignee of the shipments.” STB Decision at 4. The
implication of this statement is that South Tec cannot
be billed under the tariff if it was not the consignee. In sum,
while the tariff may be broad enough to include the
Kankakee delays, see STB Decision at 4 (noting that the
tariff may provide for demurrage assessment at a point
such as South Tec’s warehouse), the STB’s decision im-
poses liability on South Tec only if South Tec was the
consignee, and “not just a storage-in-transit point.”
  A close reading of Tariff Item 2060-D supports our
understanding of the STB’s decision. We read the last
phrase of the relevant tariff, “the party for whom the car
is held if enroute,” to have two possible meanings. Accord-
ing to the first interpretation, there are two parties in
some sense responsible for the demurrage here: the party
holding the car (an agent such as South Tec) and “the party
for whom” it is held (the principal, in this case, Donnelley).
Under this interpretation, the tariff’s language indicates
that only Donnelley can be properly billed. This reading of
the tariff is consistent with another tariff section, IC
12                                                   No. 02-2957

Tariff Item 2000-A, which refers to users of the railroad
rather than the railroad itself as the parties performing
the holding. See IC Tariff Item 2000-A (“All railroad and
privately owned cars held for or by consignors or consignees
are subject to [the demurrage section of the tariff] . . . .”)
(emphasis added). According to the second interpretation,
the IC is the holder of the car, while either South Tec or
Donnelley is “the party for whom” it is held. This interpre-
tation, under which South Tec becomes a billable party
under the tariff even though not a consignee, is the one
that the IC would have us believe the STB adopted.3 We
note, however, that this reading of Tariff Item 2060-D
is inconsistent with Tariff Item 2000-A. Id. (suggesting that
cars are held by users of the railroad, rather than by
the railroad itself). And it is inconsistent with the signifi-
cance placed by the STB on South Tec’s consignee status.4


3
  Or, perhaps, the IC is arguing that South Tec was both the
holder of the cars and the party for whom the cars were held.
Because the tariff reads “the party for whom the car is held”
rather than the simpler “the party holding the car,” we are
not inclined, under these facts, to collapse the party holding and
the party for whom held into one entity.
4
  One might ask why, if “the party for whom” cannot refer to non-
consignees, this “third category” of properly billed parties is
included in the tariff at all. From its context, we understand “the
party for whom” to refer to either the consignee or the consignor.
That is, according to Tariff Item 2060-D, demurrage “at origin” is
charged to the consignor, demurrage “at destination” is charged
to the consignee and demurrage “enroute” is charged to the
consignor or the consignee, depending on for which the car is
being held. Although no consignor’s liability is at issue here,
consignor liability might enter the picture if an excessive volume
of shipments coupled with other factors contributed to the
conditions justifying demurrage charges. In other words, there
may well be situations in which “the party for whom” a car is
                                                   (continued...)
No. 02-2957                                                     13

  A review of the case law reveals that whether South Tec
was the consignee is properly the central issue here. See,
e.g., Union Pac. R.R. Co. v. Ametek, Inc., 104 F.3d 558, 563
(3d Cir. 1997) (holding that demurrage could not be as-
sessed against a warehouse that was not a consignee or
other party to the transportation contract); Middle Atl.
Conference, 353 F. Supp. 1109 (holding in an exhaustive
opinion that a proposed tariff was unlawful to the extent
that it attempted to impose liability for demurrage charges
upon non-parties to the transportation contract). If South
Tec was not the consignee, the case law supports imposi-
tion of liability against South Tec only under very limited
circumstances. “Liability for freight charges may be im-
posed only against a consignor, consignee, or owner of the
property, or others by statute, contract, or prevailing
custom.” Evans Prods. Co. v. Interstate Commerce Comm’n,
729 F.2d 1107, 1113 (7th Cir. 1984) (citations omitted).5
The IC has not indicated any applicable statute holding
non-consignees responsible for demurrage charges. We
are convinced by the comprehensive survey of the law in
Middle Atlantic Conference, 353 F. Supp. at 1116-20, that
no industry-wide custom permits such a practice. Thus,
we are left with the conclusion that South Tec would


(...continued)
held at an intermediate point may be the consignor rather than
the consignee.
5
  We rejected, in Evans Products, 729 F.2d at 1113-14, the theory
that the general rule of agency law that an agent that refuses
to disclose the identity of its principal is personally liable for
charges incurred on behalf of the principal, see Restatement
(Second) of Agency § 321, permits railroads to broaden their tariffs
to reach non-consignee agents. As the Restatement makes
clear, this rule of law only applies where an agent is actually
entering into a contract on behalf of the principal. Here, it does
not appear that South Tec ever entered into an agreement
with the IC.
14                                              No. 02-2957

be liable only if it were a consignee or if it contractually
assumed responsibility for the demurrage charges. See
Ametek, 104 F.3d at 563 (noting that a non-consignee
agent can contractually assume liability for demurrage
charges); Middle Atl. Conference, 353 F. Supp. at 1121-22
(same).


                             B.
  Was South Tec a consignee? The IC pleaded in its initial
complaint that South Tec was the consignee of the dis-
puted shipments, perhaps in recognition of the fact that
non-consignees generally cannot be held responsible for
demurrage charges. See IC Complaint, para. 8, Record at 1.
In applying 49 U.S.C. § 10743(a)(1), the district court
seemingly assumed that South Tec was a consignee, per-
haps out of a mistaken belief that the STB had decided the
issue. Although we believe that the consignee status
of South Tec is an issue best considered by the district
court on remand, we briefly consider whether the district
court’s assumption that South Tec was a consignee may
have been correct.
  Two district courts have addressed somewhat analo-
gous situations. In CSX Transportation, Inc. v. City of
Pensacola, 936 F. Supp. 880 (N.D. Fla. 1995), a railroad
sought to recover demurrage fees assessed against the
Port of Pensacola. The Pensacola court held that because
the Port was not a party to the transportation contracts
under which the shipments to the Port were made, the
Port, as a matter of law, could not be held liable for demur-
rage assessed under the railroad’s tariff. Id. at 885.
The Pensacola court relied on the fact that none of the
bills of lading on shipments to the Port listed the Port as
a consignee. See id. at 884.
  In Southern Pacific Transportation Co. v. Matson Nav-
igation Co., 383 F. Supp. 154 (N.D. Cal. 1974), a railroad
No. 02-2957                                               15

sought to recover demurrage charges assessed against
Matson, which received railroad shipments that were
sent onward by sea to their final destinations in Hawaii.
On most of the shipments, Matson was not listed as a
consignee on the bills of lading. The district court held
that, as long as Matson was not listed on the bills of lad-
ing as the consignee, Matson could not be liable for demur-
rage charges because Matson was not a party to the
transportation contract under which the shipments
were made. Id. at 157. With respect to the shipments
where Matson was listed on the bills of lading as the
consignee, the court held that if “the sole difference be-
tween the two situations was the shipper’s unilateral
decision whom to name as consignee,” that unilateral ac-
tion was not enough to make Matson a party to the trans-
portation contract and liable for demurrage fees. Id. at 157-
58; see also Evans Prods. Co., 729 F.2d at 1113 (“No liabil-
ity exists merely on account of being named in the bill
of lading . . . .”).
  The facts here are similar to those in Matson. Accord-
ing to South Tec, ninety percent of the freight moving
through South Tec was from the paper supplier Champion,
which consistently named Donnelley as the consignee of
the paper it shipped. See Def.’s Rule 56.1(A)(3) Statement,
at para. 7 & Webber Aff. Ex. A., Record at 30. The agree-
ment between the IC and Donnelley actually required
that the bills of lading list South Tec as a “stop,” with
Donnelley as the “ultimate destination.” Id. at Beau-
mont Dep. Ex. 2.
  In its appellate brief, the IC makes no detailed argument
as to why South Tec was a consignee (and therefore li-
able for demurrage), relying instead on its argument that
the STB’s decision was “res judicata” as to South Tec’s
liability. The IC’s theory as to South Tec’s consignee
status appears to stem from South Tec’s being listed as
the consignee on some of the bills of lading for the paper
16                                             No. 02-2957

shipments. As noted above, however, being listed by third
parties as a consignee on some bills of lading is not
alone enough to make South Tec a legal consignee liable
for demurrage charges, although it, coupled with other
factors, might be enough to render South Tec a consignee.
From the actions of the IC as reported by South Tec, it
is apparent that the IC understood South Tec not to be
a consignee but an agent for Donnelley. See id. at para.
12 (“The IC delivered to South Tec shipments for which
the bills of lading never even mentioned South Tec or
Kankakee, but rather, identified only Donnelley or
some other entity as consignee and only Matoon, IL as
the destination.”). To the extent that some form of no-
tice may play a role in the determination of consignee
status, see R. Franklin Unger, Trustee of the Ind. Hi-Rail
Corp., Debtor—Pet. for Decl. Order—Assessment and Col-
lection of Demurrage and Switching Charges, STB Docket
No. 42030 at 6 n.13 (June 14, 2000), available at 2000 STB
LEXIS 333, at *11 n.13; but see supra note 2, it ap-
pears that the IC had ample notice of the relationship
between South Tec and Donnelley.
  On remand, guided by the principles that we have
discussed, the district court should attempt to determine
who was the legal consignee (or consignees) of the paper
shipments in question and presumably liable for the
demurrage charges. The district court may also consider
whether South Tec contractually assumed responsibility
for the demurrage charges, although the record currently
shows no such assumption. To the extent that the agency
status of a legal consignee may be a factor, the notice
provisions of 49 U.S.C. § 10743(a)(1) may still be relevant.
No. 02-2957                                             17

                           III.
  Therefore, the judgment of the district court is REVERSED
and REMANDED for further proceedings not inconsistent
with this opinion.

A true Copy:
      Teste:

                       ________________________________
                       Clerk of the United States Court of
                         Appeals for the Seventh Circuit




                  USCA-02-C-0072—7-23-03
