22-655
`Yookel, Inc. v. U.S. Steel Corp.
`
`UNITED STATES COURT OF APPEALS
`FOR THE SECOND CIRCUIT
`
`SUMMARY ORDER
`
`RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO
`A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS
`GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S
`LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH
`THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
`ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY
`CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT
`REPRESENTED BY COUNSEL.
`
`
`At a stated term of the United States Court of Appeals for the Second Circuit,
`held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the
`City of New York, on the 21st day of April, two thousand twenty-three.
`
`PRESENT:
`
`
`
`No. 22-655
`
`
`
`
`
`
`BARRINGTON D. PARKER,
`DENNY CHIN,
`RICHARD J. SULLIVAN,
`Circuit Judges.
`_____________________________________
`
`YOOKEL, INC.,
`
`
`
`
`
`
`
`
`Plaintiff-Appellant,
`
`v.
`
`UNITED STATES STEEL CORPORATION,
`
`Defendant-Appellee.∗
`
`
`
`_____________________________________
`
`
`
`
`∗ The Clerk of Court is respectfully directed to amend the official case caption as set forth above.
`
`
`Yookel, Inc. v. U.S. Steel Corp.
`
`UNITED STATES COURT OF APPEALS
`FOR THE SECOND CIRCUIT
`
`SUMMARY ORDER
`
`RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO
`A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS
`GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S
`LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH
`THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
`ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY
`CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT
`REPRESENTED BY COUNSEL.
`
`
`At a stated term of the United States Court of Appeals for the Second Circuit,
`held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the
`City of New York, on the 21st day of April, two thousand twenty-three.
`
`PRESENT:
`
`
`
`No. 22-655
`
`
`
`
`
`
`BARRINGTON D. PARKER,
`DENNY CHIN,
`RICHARD J. SULLIVAN,
`Circuit Judges.
`_____________________________________
`
`YOOKEL, INC.,
`
`
`
`
`
`
`
`
`Plaintiff-Appellant,
`
`v.
`
`UNITED STATES STEEL CORPORATION,
`
`Defendant-Appellee.∗
`
`
`
`_____________________________________
`
`
`
`
`∗ The Clerk of Court is respectfully directed to amend the official case caption as set forth above.
`
`
`
`For Plaintiff-Appellant:
`
`S.
`(Avery
`NICHOLAS VELIKY
`Mehlman, Shivani Poddar, on the
`brief), Herrick, Feinstein LLP, New
`York, NY.
`
`For Defendant-Appellee:
`
`CHRISTOPHER J. POTTMEYER, Jones
`Day, Pittsburgh, PA (Roy A. Powell,
`Jones Day, Dallas, TX, on the brief).
`
`Appeal from a judgment of the United States District Court for the Eastern
`
`District of New York (Kiyo A. Matsumoto, Judge).
`
`UPON DUE CONSIDERATION,
`
`IT
`
`IS HEREBY ORDERED,
`
`ADJUDGED, AND DECREED that the judgment of the district court is
`
`AFFIRMED.
`
`Yookel, Inc. (“Yookel”) appeals from the district court’s grant of a motion
`
`for judgment on the pleadings after finding that Yookel did not plausibly allege
`
`claims for breach of contract, declaratory judgment, unjust enrichment, and
`
`fraudulent inducement against United States Steel Corporation (“U.S. Steel”).
`
`Yookel alleges that U.S. Steel fraudulently induced Yookel to enter into two
`
`agreements (the “Real Estate Agreement” and “Rail Easement”), which give
`
`Yookel access to a railroad system that services industrial warehouses at the
`
`Keystone Industrial Port Complex (“KIPC”), by failing to disclose that Yookel and
`
`its lessee could be subject to demurrage fees charged by railyard operator
`
`
`
`
`
`
`
`Consolidated Rail Corporation (“Conrail”) and its parent company, CSX
`
`Transportation, Inc. (“CSX”). On appeal, Yookel principally argues that its
`
`allegations were sufficiently plausible to survive U.S. Steel’s motion and that the
`
`court’s issuance of a judgment on the pleadings with prejudice improperly deprived
`
`Yookel of its right to amend its complaint. We assume the parties’ familiarity with
`
`the underlying facts, procedural history, and issues on appeal.
`
`“We review de novo a district court’s decision to grant a motion for
`
`judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c).”
`
`Lively v. WAFRA Inv. Advisory Grp., Inc., 6 F.4th 293, 301 (2d Cir. 2021) (internal
`
`quotation marks omitted). On a Rule 12(c) motion, “we draw all reasonable
`
`inferences in the plaintiff’s favor” to determine whether the plaintiff’s complaint
`
`“contain[s] sufficient factual matter, accepted as true, to state a claim to relief that
`
`is plausible on its face.” Id. (internal quotation marks omitted).
`
`We agree with the district court that Yookel’s claims cannot withstand U.S.
`
`Steel’s Rule 12(c) challenge.1 Starting with the breach-of-contract claim, we note
`
`that Pennsylvania law is clear that when a contract is unambiguous – meaning “it
`
`
`1 For the reasons discussed in the district court’s thorough and well-reasoned opinion, we are
`governed by New York’s choice-of-law rules, and therefore apply Pennsylvania substantive law
`to Yookel’s breach-of-contract and declaratory-judgment claims and New York substantive law
`to Yookel’s fraudulent-inducement and unjust-enrichment claims. Sp. App’x at 7–11.
`
`
`
`
`
`
`is [not] reasonably susceptible of different constructions and capable of being
`
`understood in more than one sense,” Hutchison v. Sunbeam Coal Corp., 519 A.2d
`
`385, 390 (Pa. 1986) – “the intent of the parties is to be ascertained from the
`
`document itself,” Kripp v. Kripp, 849 A.2d 1159, 1163 (Pa. 2004).
`
`Here, the Real Estate Agreement and Rail Easement are unambiguous and
`
`lend themselves to only one reasonable interpretation. Under the express terms
`
`of the agreements, U.S. Steel granted Yookel “irrevocable, non-exclusive rights for
`
`rail access[] and railroad staging,” App’x at 481 (Real Estate Agreement § 1.01),
`
`“subject to [the] rights of other owners, tenants[,] and occupants at the KIPC, and
`
`to [U.S. Steel’s] rights and [those of U.S. Steel’s] agents, assignees, carriers,
`
`contractors[,] and all other persons lawfully using the Ancillary Rights,” id. at 482
`
`(Real Estate Agreement § 1.01(A)). As part of this arrangement, Yookel agreed to
`
`pay an annual maintenance fee. Id. at 482 (Real Estate Agreement § 1.01(B)). In
`
`return, U.S. Steel agreed to “maintain the Common Area Rail Lines that service the
`
`Premises,” id., and to keep the rails in “good working condition,” id. at 239 (Rail
`
`Easement § 1(D)(c)). In other words, the quid pro quo was straightforward:
`
`Yookel agreed to pay an annual maintenance fee and U.S. Steel promised to
`
`maintain the Common Area Rails.
`
`
`
`
`
`
`
`Yookel alleges that U.S. Steel breached the maintenance-fee provision of the
`
`Real Estate Agreement because CSX assessed demurrage fees against Yookel’s
`
`lessee. According to Yookel, it is entitled to reimbursement of the demurrage fees
`
`because “Yookel . . . understood that it was only required to pay [U.S.] Steel the
`
`Maintenance Fee in connection with its use of the Common Area Rails[] and was
`
`not responsible for any other fees.” Id. at 55 ¶ 45. We disagree.
`
`It is undisputed that section 1.01 of the Real Estate Agreement covers fees
`
`for maintenance services only, and makes no reference to the myriad fees that
`
`Yookel and its lessee might otherwise incur. Yookel would have us transform the
`
`maintenance-fee provision into an insurance policy for any and all fees that Yookel
`
`and its lessee might be charged, or a representation or warranty from U.S. Steel
`
`that no other fees would apply to Yookel’s use of the Common Area Rails. But
`
`Yookel never bargained for these contractual protections. Pennsylvania courts
`
`have repeatedly and consistently held that when – as here – “a contract fails to
`
`provide for a specific contingency, it is silent, not ambiguous[,] [and] [i]n such
`
`circumstances, we will not read into the contract a term, . . . which clearly it does
`
`not contain.” Seven Springs Farm, Inc. v. Croker, 748 A.2d 740, 744 (Pa. Super. Ct.
`
`2000) (citation omitted), aff’d, 801 A.2d 1212 (Pa. 2002); see also Steuart v. McChesney,
`
`
`
`
`
`
`
`444 A.2d 659, 662 (Pa. 1982). Accordingly, we agree with the district court that
`
`“the plain language of the Real Estate Agreement does not entitle Yookel to recoup
`
`demurrage fees from U.S. Steel” and that “[j]udgment on the pleadings [was] thus
`
`appropriately granted to U.S. Steel on Yookel’s breach[-]of[-]contract claim.” Sp.
`
`App’x at 19.
`
`For largely the same reasons, Yookel also fails to allege a plausible
`
`declaratory-judgment claim. Yookel first seeks a declaration – based on the silence
`
`of the Real Estate Agreement and Rail Easement as to nonmaintenance fees – that
`
`U.S. Steel is obliged to reimburse Yookel for demurrage fees. But once again,
`
`under Pennsylvania law, we cannot transform silence into an affirmative
`
`obligation on U.S. Steel’s part to pay these nonmaintenance fees. See Seven Springs
`
`Farm, 748 A.2d at 744; Steuart, 444 A.2d at 662. Yookel also seeks a declaration
`
`announcing that it need not pay the maintenance fee in light of U.S. Steel’s breach
`
`of the Real Estate Agreement. But because we find that U.S. Steel has fully
`
`performed under the Real Estate Agreement, we discern no material breach of the
`
`contract that would justify a declaration absolving Yookel of its obligation to pay
`
`the agreed-upon maintenance fee. See McCausland v. Wagner, 78 A.3d 1093, 1101
`
`(Pa. Super. Ct. 2013) (explaining that “the non-breaching party is relieved from
`
`
`
`
`
`
`
`any obligation to perform” only “[i]f a breach constitutes a material failure of
`
`performance”).
`
`Yookel’s unjust-enrichment claim is likewise untenable. Under New York
`
`law, an unjust-enrichment claim lies where a “defendant has obtained a benefit
`
`[that] in equity and good conscience should be paid to the plaintiff.” Corsello v.
`
`Verizon N.Y., Inc., 18 N.Y.3d 777, 790 (2012) (internal quotation marks omitted).
`
`“[B]ut unjust enrichment is not a catchall cause of action to be used when others
`
`fail,” nor is it “available where it simply duplicates, or replaces, a conventional
`
`contract . . . claim.” Id. (citations omitted). Here, Yookel’s unjust-enrichment
`
`claim merely asserts that “[U.S.] Steel was enriched at Yookel’s expense by
`
`avoiding payment of the Demurrage Fees.” App’x at 66 ¶ 117. It is therefore
`
`entirely duplicative of Yookel’s contract claim.
`
`Yookel has also failed to plausibly allege a viable claim for fraudulent
`
`inducement. Yookel’s main argument here is that U.S. Steel fraudulently
`
`“induce[d] Yookel to enter into the Real Estate Agreement,” Yookel Br. at 26,
`
`through its “intentional omission of information concerning its relationship with
`
`Conrail,” id. at 27. In particular, Yookel claims that it “had no way of learning
`
`about the full extent of [U.S.] Steel’s relationship with Conrail outside of disclosure
`
`
`
`
`
`
`
`from either [U.S.] Steel or Conrail,” id. at 26–27, and that “Yookel had no reason to
`
`believe that demurrage fees would apply to the privately held [rail yard at KIPC],”
`
`id. at 27. But an omission is actionable only if there is a duty to disclose, either
`
`because a fiduciary relationship exists or because “one party possesses superior
`
`knowledge, not readily available to the other.” Loreley Fin. (Jersey) No. 3 Ltd. v.
`
`Wells Fargo Sec., LLC, 13 F.4th 247, 263 (2d Cir. 2021) (internal quotation marks
`
`omitted); accord Jana L. v. W. 129th St. Realty Corp., 802 N.Y.S.2d 132, 134–35
`
`(1st Dep’t 2005). Neither of those situations is implicated here.
`
`First, Yookel pleads no facts alleging that U.S. Steel and Yookel had a
`
`fiduciary relationship, which is not “normally present” in an “arm’s[-]length
`
`business transaction[].” Oddo Asset Mgmt. v. Barclays Bank PLC, 19 N.Y.3d 584,
`
`592–93 (2012) (internal quotation marks omitted). Second, while Yookel invokes
`
`the essential-facts doctrine, the possibility that Conrail would charge demurrage
`
`fees was not “peculiarly within the knowledge” of U.S. Steel and, in any event,
`
`“could have been discovered . . . through the exercise of ordinary intelligence.”
`
`Jana, 802 N.Y.S.2d at 135 (alteration and internal quotation marks omitted).
`
`Indeed, demurrage fees are governed by federal laws and regulations to which
`
`Yookel had ready access. See, e.g., 49 C.F.R. § 1333.3. Yookel also knew that it was
`
`
`
`
`
`
`
`required to use U.S. Steel’s designated “switching carrier,” App’x at 481 (Real
`
`Estate Agreement § 1.01), and that Conrail was responsible for “keep[ing] and
`
`maintain[ing] the Rail System in unobstructed, good working condition” for U.S.
`
`Steel pursuant to an operating agreement, id. at 239 (Rail Easement § 1(D)(c)).
`
`Lastly, Yookel was aware that its rights to the Common Area Rails were subject to
`
`the rights of others. See id. at 482 (Real Estate Agreement § 1.01). Accordingly,
`
`because U.S. Steel had no duty to disclose the details of the arrangements between
`
`U.S. Steel and Conrail, Yookel has not alleged a plausible fraudulent-inducement
`
`claim.
`
`
`
`Yookel finally argues that it was reversible error for the district court to
`
`grant judgment on the pleadings with prejudice, thereby depriving Yookel of the
`
`opportunity to amend its complaint. But Yookel never moved to amend its
`
`complaint, and “no court can be said to have erred in failing to grant a request that
`
`was not made.” Gallop v. Cheney, 642 F.3d 364, 369 (2d Cir. 2011). Further, our
`
`precedent is clear that “[a] plaintiff need not be given leave to amend if it fails to
`
`specify either to the district court or to the court of appeals how amendment would
`
`cure the pleading deficiencies in its complaint.” TechnoMarine SA v. Giftports, Inc.,
`
`758 F.3d 493, 505 (2d Cir. 2014). Here, both in the district court and on appeal,
`
`
`
`
`
`
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`Yookel has offered “no new facts or arguments that could lead the court to find
`
`that” Yookel plausibly alleges claims for breach of contract, declaratory judgment,
`
`unjust enrichment, or fraudulent inducement. Sp. App’x at 28–29.
`
`For these reasons, we AFFIRM the judgment of the district court.
`
`FOR THE COURT:
`Catherine O=Hagan Wolfe, Clerk of Court
`
`
`
`
`
`
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