A freight broker must pay for stolen goods it was contractually responsible to protect.

Record source: CourtListener

IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA GNC HOLDINGS, LLC, Plaintiff, Civil Action No. 2:25-cv-1667 v. Hon. William S. Stickman IV EVOLVE LOGISTICS LLC, Defendant. MEMORANDUM OPINION WILLIAM S. STICKMAN IV, United States District Judge Plaintiff GNC Holdings, LLC (“GNC”) brought this breach of contract action against Defendant Evolve Logistics LLC, (“Evolve”) for Evolve’s refusal to pay damages to GNC after Evolve lost GNC’s freight. (ECF No. 1). GNC has filed a motion for judgment on the pleadings (ECF No. 9), which Evolve opposes. For the following reasons, the motion will be granted. I. STANDARD OF REVIEW Under Federal Rule of Civil Procedure 12(c), “[a]fter the pleadings are closed—but early enough not to delay trial—a party may move for judgment on the pleadings.” FED. R. CIV. P. 12(c).1 In reviewing a motion for judgment on the pleadings, courts apply the same standards as when reviewing a motion to dismiss under Rule (12)(b)(6). Turbe v. Gov’t of V.I., 938 F.2d 427, 428 (3d Cir. 1991) (citations omitted). The Court considers the pleadings and exhibits attached thereto, matters of public record, and “undisputedly authentic documents attached to the motion 1 Federal Rule of Civil Procedure 7(a) provides that the pleadings are closed upon the filing of a complaint and an answer (absent a court-ordered reply), unless a counterclaim, crossclaim, or third-party claim is interposed, in which event the filing of an answer to a counterclaim, crossclaim answer, or third-party answer normally will mark the close of the pleadings. FED. R. CIV. P. 7(a). The pleadings are closed in this case. for judgment on the pleadings if plaintiffs’ claims are based on the documents.” Atiyeh v. Nat’l Fire Ins. Co. of Hartford, 742 F. Supp. 2d 591, 595 (E.D. Pa. 2010); see also Wolfington v. Reconstructive Orthopaedic Assocs. II PC, 935 F.3d 187, 195 (3d Cir. 2019) (stating that a court may consider “the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the … claims are based upon these documents.” (citations omitted)). The allegations “presented in the pleadings and the inferences to be drawn therefrom” must be accepted and construed “in the light most favorable to the nonmoving party.” Rosenau v. Unifund Corp., 539 F.3d 218, 221 (3rd Cir. 2008) (citation omitted). Judgment is granted only when the moving party establishes that there are no material issues of fact and that it is entitled to judgment as a matter of law. Sherzer v. Homestar Mortg. Servs., 707 F.3d 255, 257 (3d Cir. 2013) (citing Allstate Prop. & Cas. Ins. v. Squires, 667 F.3d 388, 390 (3d Cir. 2012)). II. FACTUAL BACKGROUND The undisputed facts are as follows. GNC and Evolve entered into a Master Broker Transportation Service Agreement effective December 12, 2022 (“MBTA”). (ECF No. 1, ¶ 13; ECF No. 6, ¶ 13). Evolve agreed to provide GNC with certain freight transportation services. (ECF No. 1-1, p. 1; ECF No. 1, ¶ 14; ECF No. 6, Answer ¶ 14.1). On March 9, 2025, a trailer containing GNC’s freight operated by Evolve’s carrier, Leopard Logistics, Inc. (“Leopard”), was stolen from the Indianapolis metropolitan area (the “Stolen Freight”).2 (ECF No. 1, ¶ 23; Answer ¶ 23; ECF No. 6, Third-Party Compl., ¶¶ 13-16.). On March 17, 2025, GNC sent Evolve a formal claim for the loss of the Stolen Freight. (ECF No. 1-2; ECF No. 1, ¶ 26; ECF No. 6, Answer ¶ 26.). Counsel for GNC sent correspondence to Evolve on September 23, 2025, demanding that Evolve pay GNC $334,482.45, which represented the Stolen Freight’s total 2 The Stolen Freight has not been recovered. (ECF No. 1, ¶ 24; ECF No. 6, Third-Party Compl. ¶ 16.). value, less the $100,000 that GNC received from the carrier, and less approximately $40,000 in current receivables that GNC applied against its losses pursuant to the MBTA. (ECF No. 1-3; ECF No. 1, ¶ 33; ECF No. 6, Answer ¶ 33.). Evolve did not respond to the letter or pay GNC for the Stolen Freight, thus prompting GNC to file this lawsuit on October 24, 2025. (ECF No. 1). In the MBTA, Evolve agreed that it was “solely responsible for selecting Carriers, arranging for pickup and delivery of shipments by GNC, and ensuring safe and timely shipment” of GNC’s freight. (ECF No. 1-1, ¶ 7, ¶ 2.2). It further agreed that it and its carriers would “promptly, safely, and efficiently receive, transport, and deliver the freight entrusted to” them by GNC and deliver the freight in “like good order and condition.” (Id. at ¶ 2.3). Evolve agreed that it would perform its “transportation services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under the Agreement.” (Id. at ¶ 3). As to liability, the MBTA provides that Evolve “shall, even where Carriers are used, continue to be fully liable for any loss, damage, or delay to shipments.” (Id. at ¶ 7). The MBTA further provides that Evolve shall “defend, indemnify, and hold [GNC] harmless” from any “losses, damages, . . . or expenses arising from or relating to” Evolve or its carrier’s performance under the MBTA—or damage to GNC’s freight in the course of that performance. (Id. at ¶ 10). As to any lost or damaged freight while such freight is in Evolve or its carrier’s care, custody, or control, the MBTA explains Evolve’s liability as follows: Broker’s Cargo Liability: Broker assumes liability for loss, delay, damage to or destruction of freight while under Broker’s or a Carrier’s care, custody or control, or while it should be under the control of Broker or a Carrier under the terms of this agreement or applicable law. Freight which has been tendered to the Broker or a Carrier intact, and released by Broker or such Carrier in a damaged, lost or destroyed condition subsequent to such tender, shall be conclusively presumed to have been lost, damaged or destroyed while under Broker or such Carrier’s care, custody, or control, unless Broker can establish otherwise by clear and convincing evidence. Broker’s liability shall include (a) the value of the freight lost or damaged (value to be determined by the full invoice value), (b) that portion of any freight charge made or paid for the whole shipment that corresponds to the value of the lost or damaged freight, (c) GNC’s administrative expenses incurred in connection with documenting and requesting payment for damages sustained in connection with such loss or damage (whether by the filing of formal court claims against Broker or otherwise), (d) GNC’s reasonable attorney fees, and (e) any other direct, incidental, or consequential damages suffered by GNC. If damage occurs in route, it is GNC’s discretion to have the Broker or Carrier, at no additional cost, transport the freight to the facility of GNC’s choice. At GNC’s option, Broker shall either allow GNC to deduct from the amount GNC owes Broker or pay GNC the full and actual loss amount. (ECF No. 1-1, ¶ 19; ECF No. 1, ¶ 18; ECF No. 6, Answer ¶ 18.). The MBTA requires Evolve to maintain certain insurance coverag

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