United States District Court, N.D. Alabama, Southern Division
OWEN BOWDRE, CHIEF UNITED STATES DISTRICT JUDGE
matter is before the court on Defendants' joint motion to
dismiss the complaint in AAL Group Ltd. v. Black Hall
Aerospace Inc., 2:17-cv-00399-KOB, which is one of two
consolidated cases. (Doc. 6). The consolidated cases arise
primarily from an Asset Purchase Agreement that AAL USA
entered into with one of the Defendants in this case, Black
the consolidated cases takes a slightly different tack
regarding the legal import of the Asset Purchase Agreement.
In this case, AAL Group-a separate entity from AAL
USA- asserts that, if the Asset Purchase Agreement were
valid, then (1) Black Hall Aerospace is liable for breach of
contract, and (2) Black Hall and two of its executives are
liable for unjust enrichment. In the other case, AAL
USA contends that the Asset Purchase Agreement is
invalid and was part of a conspiracy among some of its top
executives to have Black Hall Aerospace take over AAL USA.
case, AAL Group alleges that it entered five contracts with
AAL USA. After AAL Group performed its obligations under the
five contracts, AAL USA and Black Hall Aerospace entered into
the Asset Purchase Agreement in which AAL USA transferred to
Black Hall Aerospace all of its assets and some of its
liabilities. AAL Group contends that under the Asset Purchase
Agreement, Black Hall Aerospace assumed the liabilities under
the five contracts but has not satisfied them. AAL Group,
therefore, raises a breach of contract claim against Black
Group also brings an unjust enrichment claim against Black
Hall Aerospace and two of its officers, Paul Daigle and Keith
Woolford. Mr. Daigle used to be the Chief Executive Officer
of AAL USA, and is now the CEO of Black Hall Aerospace; Mr.
Woolford used to be the Chief Financial Officer of AAL USA,
and is now the CFO of Black Hall Aerospace.According to AAL
Group, while Mr. Daigle and Mr. Woolford were officers of AAL
USA, they diverted money that AAL USA owed to AAL Group and
spent it on Black Hall Aerospace and themselves.
court WILL GRANT IN PART AND DENY IN PART the motion to
dismiss. First, the court declines to dismiss the complaint
based on hypothetical pleading because Federal Rule of Civil
Procedure 8(d) permits hypothetical pleading. Second, the
court declines to dismiss the complaint based on judicial
estoppel because, at this stage in the proceedings, the court
cannot conclude that AAL Group and AAL USA are in fact one
party taking inconsistent positions in different cases.
the Asset Purchase Agreement is valid, it expressly provides
that Black Hall Aerospace is not liable for any of AAL
USA's obligations that arose before the execution of the
Agreement. AAL USA's obligations under one of the
contracts at issue arose before the execution of the
Agreement, so the court WILL DISMISS WITH PREJUDICE the claim
that Black Hall Aerospace breached that contract. The
complaint does not state when AAL USA's obligations under
two of the other contracts arose, so the court WILL DISMISS
WITHOUT PREJUDICE the claim that Black Hall Aerospace
breached those contracts.
court WILL DENY Defendants' motion to dismiss the unjust
enrichment claim against Black Hall Aerospace because Alabama
law does not bar AAL Group from pleading unjust enrichment as
an alternative to a breach of contract claim. The court WILL
GRANT Defendants' motion to dismiss the unjust enrichment
claim against Mr. Daigle and Mr. Woolford because AAL Group
failed to plead the facts underlying the claim with the
particularity required by Federal Rule of Civil Procedure
9(b). The court WILL DISMISS WITHOUT PREJUDICE the unjust
enrichment claim against Mr. Daigle and Mr. Woolford.
stage, the court must accept as true the allegations in the
complaint and construe them in the light most favorable to
the plaintiff. Butler v. Sheriff of Palm Beach Cty.,
685 F.3d 1261, 1265 (11th Cir. 2012). “A court's
review on a motion to dismiss is limited to the four corners
of the complaint. A court may consider only the complaint
itself and any documents referred to in the complaint which
are central to the claims.” Wilchombe v. TeeVee
Toons, Inc., 555 F.3d 949, 959 (11th Cir. 2009)
(citation and quotation marks omitted).
Group is a contractor that provides aviation services to
governments and prime contractors. (Doc. 1 at 3). In 2011 it
created a subsidiary, the similarly-named AAL USA, to support
some of its contracts. (Id.). In early 2014, AAL
Group and AAL USA became independent companies, but they
continued to work together on various contracts.
(Id.). For some unspecified period of time, Mr.
Daigle was the CEO of AAL USA and Mr. Woolford was its CFO.
(Id. at 4).
to this case are five contracts that AAL Group entered into
with AAL USA between 2011 and 2016. Those contracts are: (1)
the KN53 Aviation Equipment contract; (2) the Northrop
Grumman contract; (3) the Airbus Iraqi MILDS® contract;
(4) the F2AAST Certified Logistics Support contract; and (5)
the MAG DS Helicopter contract. (Doc. 1 at 6-12).
The KN53 Aviation Equipment Contract
October 2011, AAL Group contracted with AAL USA to supply and
deliver certain aviation equipment. (Id. at 11). At
some point-the complaint does not give a specific date- AAL
Group made an advance payment of $77, 012.50, but AAL USA
never delivered the equipment. (Id.).
The Northrop Grumman Contract
April 2014 and February 2015, AAL USA entered into several
purchase orders to provide technical maintenance of
helicopters for Northrop Grumman. (Id. at 6). AAL
USA subcontracted work under three of those purchase orders
to AAL Group. (Id. at 6-7). AAL Group performed its
obligations under two of the purchase orders in January 2015,
so AAL USA owed AAL Group $2, 834, 706.07. (Doc. 1 at 6-7;
Doc. 1-10; Doc. 1-11). AAL Group completed work under another
purchase order in February 2015, so AAL USA owed AAL Group
$745, 551.13 for that work. (Doc. 1 at 7). In total, by
February 2015, AAL USA owed AAL Group $3, 580, 257.20 for AAL
Group's work on the two purchase orders. (Id. at
USA, instead of collecting the money Northrop Grumman owed
it, “factored” its accounts receivable.
(Id. at 8). In other words, AAL USA sold its
accounts receivable to another company at a discount in
exchange for a lump sum payment. (Id. at 8 n.3). It
factored at least $2, 922, 490.56 of Northrop Grumman
receivables. (Id. at 8). The date on which AAL USA
sold its receivables is not clear, but in March 2015, AAL
USA's CFO, Mr. Woolford, sent Northrop Grumman a letter
informing it that AAL USA and the factoring company had
entered into a factoring agreement and instructing Northrop
Grumman to pay all invoices directly to the factoring
company. (Doc. 1-12).
never paid AAL Group for the work that AAL Group did under
the three purchase orders. (Doc. 1 at 8). AAL USA's CEO,
Mr. Daigle, misrepresented to AAL Group that Northrop Grumman
had not paid for the work performed. (Id.). Instead,
Mr. Daigle and Mr. Woolford “spent the money in some
other way, leaving AAL Group without proper compensation
under the Northrop contract.” (Id.). AAL Group
alleges that Mr. Daigle and Mr. Woolford “kept the
money for their personal benefit and use as well as for the
use of [Black Hall Aerospace].” (Id.).
The Airbus Iraqi Contract
June 2015, AAL USA entered another contract with AAL Group,
under which AAL USA was to supply and deliver aviation
equipment to AAL Group. (Doc. 1 at 9). AAL Group made an
advance payment of $362, 316.03, but it has not received any
of the equipment. (Id.).
The F2AAST Certified Logistics Support Contract
September 2015 and September 2016, AAL Group entered into two
purchase orders with AAL USA to provide labor and travel
services. (Doc. 1 at 9-10). At some point, AAL Group
performed its obligations under the purchase orders, so AAL
USA owes it $418, 884.65. (Id. at 10). But AAL USA
has not paid the money it owes. (Id.). e. The
MAG DS Helicopter Contract In January 2016, AAL USA
contracted with AAL Group to lease to AAL USA a helicopter
and to provide training, certification support, licenses,
safety inspections, and maintenance services. (Doc. 1 at 10).
By October 2016, AAL USA owed AAL Group $223, 000 under that
contract, but AAL USA never paid that money. (Id. at
The Asset Purchase Agreement
2015, Black Hall Aerospace was incorporated. (Doc. 1 at 3).
AAL USA's CEO, Mr. Daigle, and CFO, Mr. Woolford, own
shares of Black Hall Aerospace. (Id.). Mr. Daigle is
Black Hall Aerospace's CEO and, apparently, its
President. (Doc. 1 at 4; Doc. 1-2 at 9). Mr. Woolford is
Black Hall Aerospace's CFO. (Doc. 1 at 4-5).
September 29, 2016, AAL USA and Black Hall Aerospace entered
into the Asset Purchase Agreement, which AAL Group attached
to its complaint. (Id. at 4; Doc. 1-2). AAL Group
states that, according to AAL USA, Mr. Daigle and Mr.
Woolford fraudulently induced AAL USA into entering the Asset
Purchase Agreement and selling its assets for a fraction of
the company's worth. (Doc. 1 at 4-5).
the Asset Purchase Agreement is attached to the complaint,
the court can consider it at the motion to dismiss stage.
Hoefling v. City of Miami, 811 F.3d 1271, 1277 ...