Reported / Citable
Background
SEACOR Marine owned and operated vessels chartered to offshore oil and gas companies. Under its brokerage agreement with GOL, GOL acted as SEACOR’s agent to obtain charters, agreed to use reasonable efforts to collect charter hire, and had to remit net charter hire within 15 business days after receiving it. GOL brokered SEACOR vessels to Cox Operating, which owed SEACOR $2.7 million when Cox entered bankruptcy.
GOL included SEACOR’s invoices in a roughly $24.8 million prepetition claim against Cox. Under a bankruptcy-court-authorized trade agreement, Cox paid GOL $13 million toward that claim in exchange for GOL’s continued services. GOL paid none of the money to SEACOR and instead distributed most of it to itself and closely related entities. SEACOR sued for breach of contract, breach of fiduciary duties, and an accounting.
The district court granted summary judgment to GOL. It concluded that GOL had not received payment for SEACOR’s invoices, that the trade agreement prevented payment to SEACOR because SEACOR did not continue serving Cox, and that GOL otherwise had no obligation to remit any portion of the money.
The Court’s Holding
The Fifth Circuit reversed and remanded. Viewing the evidence in SEACOR’s favor, the court held that a genuine factual dispute existed over whether part of Cox’s $13 million payment was attributable to SEACOR’s invoices. The payment was expressly made toward GOL’s $24.8 million prepetition claim, which undisputedly included the $2.7 million owed for SEACOR’s services and was secured in part by SEACOR’s lien.
The court also held that neither the trade agreement nor the bankruptcy order barred GOL from paying SEACOR. The continued-service obligation applied to GOL, not to each vessel owner whose invoices formed GOL’s claim. Because a factfinder could determine that GOL received charter hire attributable to SEACOR, genuine disputes remained over whether GOL breached its contractual remittance obligation and its fiduciary duties as SEACOR’s agent. The court did not decide SEACOR’s ultimate entitlement or damages.
Key Takeaways
- An unallocated bankruptcy payment may still be attributable in part to a principal’s invoices when those invoices were included in the agent’s claim supporting the payment.
- Courts may not rely on a contract’s perceived purpose to add payment restrictions absent from its unambiguous text.
- An acknowledged maritime agent may face contract and fiduciary-duty liability for retaining or redirecting funds arguably received on its principal’s behalf.
Why It Matters
The decision prevents an intermediary from obtaining funds on a claim built largely from vessel owners’ invoices and securing summary judgment merely because the debtor did not itemize its payment. It also underscores that agency duties—including loyalty, proper handling of a principal’s property, and accounting—can operate alongside an express maritime brokerage agreement.
On remand, SEACOR must still establish what portion, if any, of the $13 million represented payment for its services and what relief follows. Judge Haynes concurred in reversal and remand but stated that any recovery should be limited proportionally to approximately 52% of SEACOR’s claim, or about $1.4 million.