Contract analysis

1. Plaintiff intends that discovery be conducted under Level 2 of Texas Rule of Civil Procedure 190.3.

2. Plaintiff Crestline Packaging Solutions LLC is an Ohio limited liability company duly organized and existing under the laws of the State of Ohio, with its principal place of business located at 4500 Needmore Road, Dayton, Ohio 45424. CPS is authorized to transact business in the State of Texas and maintains ongoing commercial operations within this State. CPS may be served through its counsel of record, Calderwood

3. Defendant Ridgeway Freight Services Inc. is a Texas corporation organized and existing under the laws of the State of Texas, with its principal place of business located at 7200 East Lancaster Avenue, Fort Worth, Texas 76112. Ridgeway may be served with process through its registered agent, National Registered Agents of Texas Inc., at 1999 Bryan Street, Suite 900, Dallas, Texas 75201.

4. This Court has subject-matter jurisdiction over this action because the amount in controversy exceeds the minimum jurisdictional limits of this Court. CPS seeks monetary damages in excess of $1,000,000.00, exclusive of interest, costs, and attorneys' fees.

5. Venue is proper in Tarrant County, Texas, pursuant to: (a) Section 14.4 of the Master Transportation Services Agreement between CPS and Ridgeway dated April 15, 2019 (the "MTSA"), which provides that exclusive venue for any dispute arising out of or related to the MTSA shall lie in a court of competent jurisdiction in Tarrant County, Texas; and (b) Texas Civil Practice and Remedies Code §15.002(a)(1), because all

6. On or about April 15, 2019, CPS and Ridgeway entered into the MTSA, a written agreement pursuant to which Ridgeway agreed to provide full truckload ("FTL") and less-than-truckload ("LTL") freight transportation services to CPS for the shipment of CPS's corrugated packaging products, specialty containers, and related materials between CPS's manufacturing and distribution facilities located in Ohio, Indiana, and Tex

7. The MTSA and its Rate Schedule established specific, negotiated rates for each of the primary shipping lanes serviced by Ridgeway on behalf of CPS. The per-mile FTL rates for the principal shipping lanes were as follows: (a) Ohio to Texas (OH→TX): $2.18 per mile; (b) Indiana to Texas (IN→TX): $2.04 per mile; and (c) Texas to Ohio (TX→OH): $2.22 per mile. The Rate Schedule further established per-hundredweight LTL

8. CPS performed all of its obligations under the MTSA in a timely and satisfactory manner. CPS tendered its shipments to Ridgeway in accordance with the scheduling and notification requirements of the MTSA, provided accurate load information and documentation, maintained insurance as required, and cooperated fully with Ridgeway's drivers and dispatchers in the loading and unloading of freight at CPS's facilities.

9. CPS further performed its payment obligations under the MTSA by making timely payment of all invoices rendered by Ridgeway within the net-thirty-day payment terms specified in MTSA §10.1. During the period from approximately February 2019 through March 2021—a span of approximately twenty-six (26) months—Ridgeway submitted a total of 9,843 invoices to CPS. These invoices totaled $12,318,209.46 in the aggregate. CPS

10. In early 2021, CPS engaged an independent freight audit firm to conduct a comprehensive review of all invoices submitted by Ridgeway during the term of the MTSA. That audit revealed that Ridgeway had systematically overbilled CPS by a total of $1,847,632.19. The correct aggregate amount due to Ridgeway under the contractual rates and formulas set forth in the MTSA was $10,470,577.27—not the $12,318,209.46 that Ri

11. On February 8, 2021, CPS sent Ridgeway a written dispute notice in accordance with MTSA §11.2, identifying each of the categories of overcharges described above, providing supporting documentation from the independent freight audit, and demanding that Ridgeway correct the overbillings and remit the sum of $1,847,632.19 to CPS. Ridgeway acknowledged receipt of CPS's dispute notice on February 10, 2021, through its

12. MTSA §11.2 provided for a thirty (30)-day good-faith resolution period following delivery of a written dispute notice, during which the parties were to attempt in good faith to resolve any billing dispute. That thirty-day period expired on March 12, 2021. Despite CPS's repeated efforts to engage Ridgeway in meaningful discussions regarding the identified overcharges—including a telephonic conference on February 2

13. CPS rejected Ridgeway's inadequate offer by written correspondence dated March 15, 2021. On March 22, 2021, CPS issued a thirty (30)-day termination notice under MTSA §9.2, citing Ridgeway's material breach of the MTSA as grounds for termination. The thirty-day notice period expired, and the MTSA terminated by its terms, on April 22, 2021. Ridgeway did not cure its breach or offer any further adjustment during th

14. Prior to filing this action, CPS presented its claim to Ridgeway and demanded payment of the full amount of the overcharges by letter dated June 18, 2021, sent via certified mail to Ridgeway's principal office and to its registered agent. Through its counsel, Bartlett, Hogue & Sinclair LLP, Ridgeway rejected CPS's demand in writing on July 2, 2021. CPS has exhausted all reasonable pre-suit efforts to resolve this

V. CAUSES OF ACTION COUNT I — BREACH OF CONTRACT

15. CPS incorporates by reference all allegations set forth in Paragraphs 1 through 14 above as though fully set forth herein.

16. The MTSA is a valid, binding, and enforceable contract between CPS and Ridgeway. The MTSA was supported by adequate consideration, was executed by authorized representatives of both parties, and governed the rights and obligations of CPS and Ridgeway with respect to the transportation services provided by Ridgeway during the term of the agreement.

17. CPS fully performed all of its obligations under the MTSA, including without limitation its obligations to tender shipments in accordance with the MTSA's scheduling requirements, to provide accurate load documentation, and to pay all invoices rendered by Ridgeway within the net-thirty-day payment terms set forth in MTSA §10.1.

18. Ridgeway breached the MTSA by: (a) billing CPS at per-mile and per-hundredweight rates in excess of the rates set forth in the Exhibit B Rate Schedule, in violation of MTSA §§4.1 and 4.2; (b) calculating fuel surcharges using a seven-day lagging DOE diesel index rather than the same-week DOE diesel index required by Exhibit C to the MTSA, in violation of MTSA §4.3; (c) billing CPS for liftgate, detention, and re-

19. As a direct and proximate result of Ridgeway's breach of the MTSA, CPS has suffered actual damages in the amount of $1,847,632.19, representing the aggregate amount of overcharges paid by CPS to Ridgeway in excess of the amounts properly due under the contractual rate schedules and terms of the MTSA. COUNT II — MONEY HAD AND RECEIVED

20. CPS incorporates by reference all allegations set forth in Paragraphs 1 through 14 above as though fully set forth herein.

21. Ridgeway received from CPS the sum of $1,847,632.19 in excess of the amounts due and owing to Ridgeway under the terms of the MTSA. These funds were paid by CPS to Ridgeway in reliance on Ridgeway's invoices, which CPS has now determined overstated the amounts properly due by the aggregate sum of $1,847,632.19. Ridgeway holds these excess funds, which in equity and justice belong to CPS.

22. In equity and good conscience, Ridgeway should not be permitted to retain the sum of $1,847,632.19, which represents payments made by CPS in excess of the amounts due under the parties' agreement. CPS is entitled to recovery of $1,847,632.19 as money had and received. COUNT III — COMMON-LAW FRAUD

23. CPS incorporates by reference all allegations set forth in Paragraphs 1 through 14 above as though fully set forth herein.

24. By submitting invoices to CPS reflecting inflated per-mile rates, improper fuel surcharge calculations, unauthorized accessorial charges, and duplicate billings, Ridgeway made material misrepresentations of fact to CPS concerning the amounts due and owing from CPS to Ridgeway under the MTSA. Each invoice submitted by Ridgeway constituted an implicit and explicit representation that the charges reflected therein w

25. These representations were false. The amounts billed by Ridgeway on 4,217 of 9,843 invoices exceeded the amounts that were actually due under the contractual rate schedules, fuel surcharge formulas, and accessorial charge provisions of the MTSA. The duplicate invoices represented charges for shipments that had already been invoiced and paid in full.

26. Ridgeway knew that its representations were false, or alternatively, made them recklessly and without regard to their truth or falsity. The systematic nature of the overbilling—affecting 42.8% of all invoices (4,217 of 9,843) over a 26-month period, encompassing four distinct categories of overcharges, and totaling $1,847,632.19—demonstrates that Ridgeway's conduct was not the product of isolated billing errors b

27. Ridgeway made these misrepresentations with the intent that CPS would rely upon the invoiced amounts as accurate statements of the amounts due under the MTSA and would pay the inflated sums stated therein. Ridgeway's invoices were presented to CPS as formal demands for payment, and Ridgeway expected and intended that CPS would pay the amounts stated on each invoice.

28. CPS justifiably relied on Ridgeway's invoices as accurate reflections of the amounts due under the MTSA and paid the amounts stated therein in full. CPS's reliance was reasonable given the volume of invoices, the complexity of the rate calculations, the parties' ongoing commercial relationship, and CPS's reasonable expectation that Ridgeway would comply with its contractual obligations in preparing its invoices.

29. As a proximate result of Ridgeway's fraud, CPS suffered actual damages in the amount of $1,847,632.19, representing the total amount of overcharges paid by CPS to Ridgeway.

30. Ridgeway's conduct, as alleged herein, constitutes fraud entitling CPS to the recovery of exemplary damages under Texas Civil Practice and Remedies Code §41.003. Ridgeway's systematic and sustained pattern of overbilling, involving misrepresentations on thousands of invoices over a period of more than two years, was committed with actual awareness of the falsity of the invoiced amounts, or with conscious indiffer

31. CPS incorporates by reference all allegations set forth in Paragraphs 1 through 14 above as though fully set forth herein.

32. In the alternative, and to the extent the Court determines that the MTSA does not govern the parties' rights with respect to any particular overcharge or category of overcharges identified herein, Ridgeway has been unjustly enriched by its receipt and retention of $1,847,632.19 in overpayments from CPS. Ridgeway obtained the benefit of these payments, which were conferred upon it by CPS in reliance on Ridgeway's

33. It would be unconscionable for Ridgeway to retain the benefit of CPS's overpayments. Under the circumstances, equity requires that Ridgeway disgorge the sum of $1,847,632.19, and CPS is entitled to restitution in that amount.

34. As a result of the acts and omissions of Ridgeway described herein, CPS seeks recovery of the following damages: (a) Actual damages in the amount of $1,847,632.19, representing the total overcharges paid by CPS to Ridgeway in excess of the amounts properly due under the MTSA; (b) Contractual interest at the rate of 1.5% per month, as provided by MTSA §10.3, calculated from the date of each overpayment through the

35. All conditions precedent to CPS's right to recover on each of its claims asserted herein have been performed, have occurred, or have been waived, including without limitation the presentment of claims required by Texas Civil Practice and Remedies Code §38.002.

36. Pursuant to Texas Rule of Civil Procedure 216, CPS hereby demands a trial by jury on all issues so triable and tenders herewith the appropriate jury fee.

IX. PRAYER WHEREFORE, PREMISES CONSIDERED, Plaintiff Crestline Packaging Solutions LLC respectfully prays that upon final hearing, this Court enter judgment in favor of Plaintiff and against Defendant Ridgeway Freight Services Inc. for: (a) Actual damages in the amount of $1,847,632.19; (b) Contractual interest at the rate of 1.5% per month from the date of each overpayment through the date of judgment; (c) Pre-judgm