Background
SEACOR Marine owned vessels that GOL brokered to offshore oil-and-gas operator Cox Operating under an agreement appointing GOL as SEACOR’s agent for obtaining charters. After SEACOR provided services, it invoiced GOL for $2.7 million, and GOL invoiced Cox for that amount plus its brokerage fee. Cox did not pay and later entered bankruptcy. GOL included SEACOR’s unpaid invoices in a roughly $24.8 million prepetition claim against Cox, while both GOL and SEACOR filed proofs of claim and liens.
With bankruptcy-court approval, Cox paid GOL $13 million toward GOL’s prepetition claim in exchange for GOL’s continued services. GOL paid none of that sum to SEACOR and instead distributed most of it to itself and entities affiliated with GOL’s owners. SEACOR sued for breach of the brokerage agreement and fiduciary duties and sought an accounting. The district court granted summary judgment to GOL, reasoning that GOL had not received payment for SEACOR’s invoices, that the trade agreement limited payments to vendors continuing to serve Cox, and that GOL had fulfilled its collection obligations.
The Court’s Holding
The Fifth Circuit reversed. Because GOL’s $24.8 million prepetition claim included the $2.7 million owed for SEACOR’s services, and Cox expressly paid $13 million toward that claim, the record created a genuine factual dispute over whether part of Cox’s payment was attributable to SEACOR’s invoices. If it was, GOL may have breached its contractual obligation to remit net charter hire to SEACOR within 15 business days.
The court also held that neither the trade agreement nor the bankruptcy court’s order prohibited GOL from paying SEACOR. The obligation to continue supplying services applied to GOL, not to every third-party vessel owner, and the district court improperly relied on the transaction’s perceived purpose to add a restriction absent from the agreement’s text. Because GOL acted as SEACOR’s agent when pursuing the unpaid invoices, disputed issues also remained concerning whether GOL violated fiduciary duties of loyalty, proper handling of the principal’s property, and accounting. Judge Haynes concurred in reversal and remand for trial but stated that any recovery should be proportionally limited to approximately 52% of SEACOR’s claim, or about $1.4 million.
Key Takeaways
- A bankruptcy payment need not expressly itemize a principal’s invoices to create a factual dispute over whether the agent received money attributable to them.
- Courts may not use a contract’s perceived purpose to impose payment restrictions that its unambiguous text does not contain.
- An agent that collects a claim incorporating its principal’s invoices may face contractual and fiduciary liability if it retains or redirects the proceeds.
Why It Matters
The decision permits SEACOR to proceed on claims arising from GOL’s handling of the $13 million payment, but it does not establish that SEACOR is entitled to the full $2.7 million—or any fixed amount. Further proceedings must determine whether and to what extent the payment represented SEACOR’s invoices and whether GOL’s distribution of the funds breached its contractual or fiduciary obligations.