The opinion of the court was delivered by: Schiller, J.
In the early morning hours of June 21, 2011, a shipment of a pneumatic conveying system went missing from the CarbonLITE Industries facilities in Riverside, California. Though the culprit of the missing truck and goods may never be found, the truck and the goods turned up undisturbed on January 19, 2012. Unfortunately, says Plaintiff Pelletron Corporation, the company that sold the pneumatic conveying system to CarbonLITE, the buyer of the goods refused to accept the shipment because it was late. The stolen goods spawned this litigation among Pelletron, C.H. Robinson Worldwide, Inc. ("CHR"), and P&A Transportation ("P&A"). Presently before the Court are the summary judgment motions of CHR and P&A. For the reasons that follow, the Court denies CHR's motion in its entirety and grants in part and denies in part P&A's motion.
Pelletron is a company based in Lancaster, Pennsylvania, and is in the business of making bulk material handling equipment for use in manufacturing settings. (Second Am. Compl. ¶¶ 1, 10.) In November 2010, Pelletron entered into a contract with CarbonLITE Industries for the design and manufacture of a pneumatic conveying system to be installed in a new recycling plant CarbonLITE was building in Riverside, California. (Pl.'s Statement of Disputed Facts in Opp'n to Mots. for Summ. J. [Pl.'s Facts] ¶ 13.) On June 1, 2011, Pelletron requested from CHR a shipping quote for part of the pneumatic conveying system for the CarbonLITE plant. (Id. ¶¶ 16-17.) The email requesting a quote stated that the "Value for Ins. = 100k." (Id. ¶ 16.) CHR responded with a shipping quote; the quote failed to indicate that CHR was a transportation broker or that a third party would be transporting Pelletron's goods. (Id. ¶¶ 20-21.) Pelletron sought confirmation that "there is coverage for loss up to 100K." (Id. ¶ 24.) CHR responded that "[a]ll of our carriers have a minimum of 100K insurance. We would be covered there." (Id. ¶ 25.) Pelletron prepared a bill of lading, BOL #103, for the shipment. (Id. ¶¶ 27-28.) The bill of lading identified CHR as the "Carrier/Driver." (Id. ¶ 29.) On June 2, 2011, a driver scheduled by CHR picked up the goods; the shipment was successfully delivered to the CarbonLITE plant on June 6, 2011. (Id. ¶¶ 32, 39, 41.)
On June 15, 2011, Pelletron contacted CHR to arrange for another shipment of goods that were part of the pneumatic conveying system it sold to CarbonLITE. (Id. ¶¶ 42, 45.) Based on its prior exchange with CHR, Pelletron believed that the minimum insurance coverage of $100,000 remained applicable. (Id. ¶ 44.) CHR, pursuant to a contract with P&A, arranged for P&A to transfer the goods to California. (P&A's Mot. for Summ. J. ¶ 7.) Pelletron eventually prepared two bills of lading for the shipment, but prior to their preparation, the computer of the individual responsible for preparing the bills of lading crashed, causing the bill of lading software to be deleted. (Pl.'s Facts ¶¶ 51, 53.) After the program was reinstalled, a computer glitch caused the bills of lading to reflect a $10,000 per load "agreed or declared value of the property." (Id. ¶¶ 52-55.) Pelletron never advised CHR that the value of the goods to be shipped was $10,000.00 and never requested a shipping rate from CHR based upon a $10,000.00 value. (Id. ¶ 58.) The bills of lading indicated CHR as the "Carrier/Driver" (Id. ¶¶ 63, 66.) On June 17, 2011, two drivers scheduled by CHR arrived to pick up the shipments. (Id. ¶ 71.) Undre Pierre, a P&A driver, picked up one of the shipments for delivery to CarbonLITE's facility in California. (P&A's Mot. for Summ. J. ¶¶ 8-9.) On the bill of lading signed by Pierre, he wrote "P&A Transportation" under his signature. (Pl.'s Facts. ¶ 75.) On June 21, 2011, a CHR representative informed a sales engineer for Pelletron that the truck driven by Pierre, and the goods inside, had been stolen. (P&A's Mot. for Summ J. ¶¶ 9-10; Pl.'s Facts ¶¶ 83-84, 86, 90, 95-97.) The stolen vehicle was recovered from a warehouse in California on January 19, 2012. (Pl.'s Facts ¶ 106; P&A's Mot. for Summ. J. ¶ 11.) The goods were found in their original shipping crates, undamaged and still palletized and shrink-wrapped. (P&A's Mot. for Summ. J. ¶ 11.)
The shipment to CarbonLITE Industries was time sensitive, and as a result, Pelletron was unable to deliver its product as promised. (Pl.'s Facts ¶ 101.) Pelletron also refused to take back the goods because they were specially made for CarbonLITE Industries, and the machinery had no residual or alternative market value. (Id. ¶ 107.) Pelletron submitted claims in the amount of $308,290.37 to both CHR and P&A for the loss. (Id. ¶¶ 98-99.) Pelletron also alleges that it suffered the following consequential damages: (1) $19,200 in costs to reorder the necessary equipment on an expedited basis; (2) $16,000 in personnel costs; (3) $26,082 to re-ship the replacement equipment on an expedited basis; and (4) $20,000 in costs for interruptions and delays in its installation schedule. (Second Am. Compl. ¶ 35; see also Pl.'s Facts ¶¶ 102-05.)
Pelletron's Second Amended Complaint brings the following four claims against each Defendant: (1) violation of the Carmack Amendment; (2) breach of contract; (3) breach of bailment obligation; and (4) negligence.
Summary judgment is appropriate when the admissible evidence fails to demonstrate a genuine dispute of material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986). When the movant does not bear the burden of persuasion at trial, it may meet its burden on summary judgment by showing that the nonmoving party's evidence is insufficient to carry its burden of persuasion. Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986).
Thereafter, the nonmoving party demonstrates a genuine issue of material fact if it provides evidence sufficient to allow a reasonable finder of fact to find in its favor at trial. Anderson, 477 U.S. at 248. In reviewing the record, a court "must view the facts in the light most favorable to the nonmoving party and draw all inferences in that party's favor." Prowel v. Wise Bus. Forms, 32 F.3d 768, 777 (3d Cir. 2009). The court may not, however, make credibility determinations or weigh the evidence in considering motions for summary judgment. See Reeves v. Sanderson Plumbing Prods., 530 U.S. 133, 150 (2000); see also Goodman v. Pa. Tpk. Comm'n, 293 F.3d 655, 665 (3d Cir. 2002).
A. CHR's Summary Judgment Motion
CHR argues that Pelletron's claim against it under the Carmack Amendment should be dismissed because CHR acted as a broker and brokers are not subject to liability under the Carmack Amendment. In 1906, Congress enacted the Carmack Amendment, with the purpose of "reliev[ing] shippers of the burden of searching out a particular negligent carrier from among the numerous carriers handling an interstate shipment of goods." Reider v. Thompson, 339 U.S. 113, 119 (1950). The Carmack Amendment requires carriers to issue a receipt or bill of lading for property received for transportation and holds carriers liable for actual loss or injury to the property resulting from the transportation thereof in claims arising out of the receipt or bill of lading. 49 U.S.C. § 14706(a)(1); Babcock & Wilcox Co. v. Kansas City S. Ry. Co., 557 F.3d 134, 137 (3d Cir. 2009). A carrier is defined as "a motor carrier, a water carrier, and a freight forwarder." 49 U.S.C. § 13102(3). A "motor carrier" is a "person providing commercial motor vehicle transportation for compensation." Id. § 13102(14).
Contrasted with a carrier, a broker is not liable under the Carmack Amendment for the value of goods lost in interstate commerce. Phoenix Assurance Co. v. K-Mart Co., 977 F. Supp. 319, 325 (D.N.J. 1997). see also Hewlett-Packard Co. v. Brother's Trucking Enters., Inc., 373 F. Supp. 1349, 1351 (S.D. Fla. 2005) ("The Carmack Amendment governs carriers, not brokers."). A broker is defined as "a person, other than a motor carrier or an employee or agent of a motor carrier, that as a principal or agent sells, offers for sale, negotiates for, or holds itself out by solicitation, ...