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Bowman v. Hodge Management Group, LLC

United States District Court, N.D. Alabama, Western Division

May 17, 2018

RANDY BOWMAN, et al., Plaintiffs,
HODGE MANAGEMENT GROUP, LLC, et al., Defendants.



         On October 24 2016, Plaintiffs Randy Bowman (“Bowman”) and Skyland Aviation, Inc. (“Skyland”) (collectively, “Plaintiffs”) filed an amended complaint asserting the following claims against Defendants Hodge Management Group, LLC (“Hodge Mgmt.”), Jerry Hodge (“Hodge”), Bank of America, N.A. (“BOA”), Air Bear, Inc. (“Air Bear”), Bryan Danial (“Daniel”) and Banc of America Leasing & Capital, LLC (“BALCAP”) (collectively, “Defendants): (1) quantum meruit/implied contract, (2) unjust enrichment, (3) fraudulent misrepresentation/suppression, (4) breach of warranty of authority, (5) intentional interference with business relations, (6) conspiracy. (Doc. 28). Defendants move for summary judgment pursuant to Federal Rule of Civil Procedure 56, arguing there is no genuine issue of material fact and Defendants are entitled to judgment as a matter of law. (Doc. 39). Additionally, Bowman moves pursuant Rule 56, for an order granting partial summary judgment in his favor as to Defendants Hodge and Air Bear's lability on Count 1 for quantum meruit/implied contract. (Doc. 42). The motions are fully briefed and ripe for review. (Docs. 39-43, 47-50). As explained more fully below, Bowman's motion for summary judgment (doc 42) is DENIED; Defendants' motion for summary judgment (doc. 39) is GRANTED IN PART AND DENIED IN PART.

         I. Standard of Review

         Under Rule 56(a) of the Federal Rules of Civil Procedure, summary judgment is proper “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Rule 56 “mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.” Celotex Corp. v. Catrett, 447 U.S. 317, 322 (1986). The moving party bears the initial burden of proving the absence of a genuine issue of material fact. Id. at 323. The burden then shifts to the nonmoving party, who is required to “go beyond the pleadings” to establish there is a “genuine issue for trial.” Id. at 324. (citation and internal quotation marks omitted). A dispute about a material fact is genuine “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

         The Court must construe the evidence and all reasonable inferences arising from it in the light most favorable to the non-moving party. Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, (1970); see also Anderson, 477 U.S. at 255 (all justifiable inferences must be drawn in the non-moving party's favor). Any factual disputes will be resolved in Plaintiff's favor when sufficient competent evidence supports Plaintiff's version of the disputed facts. See Pace v. Capobianco, 283 F.3d 1275, 1276-78 (11th Cir. 2002) (a court is not required to resolve disputes in the non-moving party's favor when that party's version of the events is supported by insufficient evidence). However, “mere conclusions and unsupported factual allegations are legally insufficient to defeat a summary judgment motion.” Ellis v. England, 432 F.3d 1321, 1326 (11th Cir. 2005) (per curiam) (citing Bald Mtn. Park, Ltd. v. Oliver, 836 F.2d 1560, 1563 (11th Cir. 1989)). Moreover, “[a] mere ‘scintilla' of evidence supporting the opposing party's position will not suffice; there must be enough of a showing that the jury could reasonably find for that party.” Walker v. Darby, 911 F.2d 1573, 1577 (11th Cir. 1990) (citing Anderson, 477 U.S. at 252).

         The applicable Rule 56 standard is not affected by the filing of cross-motions for summary judgment. See Gerling Global Reinsurance Corp. of Am. v. Gallagher, 267 F.3d 1228, 1233 (11th Cir. 2001). Indeed, the Eleventh Circuit has explained that “[c]ross-motions for summary judgment will not, in themselves, warrant the court in granting summary judgment unless one of the parties is entitled to judgment as a matter of law on facts that are not genuinely disputed.” United States v. Oakley, 744 F.2d 1553, 1555 (11th Cir.1984) (citation omitted).

         II. Summary Judgment Facts

         A. Air Bear, Inc.'s Corporate Structure

         Air Bear, Inc. (“Air Bear”) is a corporation whose purpose is to own airplanes. (Doc. 43-1 at 23 (85:13-15)). Air Bear is part of a series of companies owned and/or controlled by Jerry Hodge, including Hodge Management Group, LLC that hires employees and Jerry Hodge Investment, LLC that leases the airplanes. (Id. (86:3-7)). Hodge also owns Air Bear and serves as Chairman of its Board of Directors. (id. (85:8-8, 88:16-18)). Hodge is Air Bear's President and has authority to sign contracts on its behalf. ( 13, 22 (47:10-14, 82:15-16)).

         Bryan Daniel is Air Bear's Chief Pilot and has been since approximately April 2014. (Doc. 43-1 at 12 (41:9-17)). Daniel's duties included, among other things, piloting Air Bear's airplanes and overseeing their maintenance, scheduling, and cleaning. (Doc. 41-5 at 13 (46:5-14)). Daniel occasionally receives correspondence addressed to Air Bear. (Doc. 41-3 at 35 (133:15-22)). Further, Daniel is involved in Air Bear's purchases and sales of aircrafts - specifically the gathering of information. (Doc. 41-5 at 13-14 (47:4-6; 48:2-6; 48:20-49:20)). For example, when Air Bear wants to purchase or sell an aircraft, Hodge and Daniel discuss the aircraft's price, condition, and maintenance. (Id. at 14 (50:12-17)). Daniel also communicates with brokers representing aircrafts that Air Bear may want to purchase or sell, ( 14, 16 (50:18-22; 51:8-12; 57:14-58:6)), and occasionally provides Hodge with aircraft listings and similar information he (Daniel) believes Air Bear should see or may be interested in, (doc. 41-3 at 10-11, 13 (36:15-37-6; 39:19-21; 40:10-15; 40:16-41:2; 45:13-19)). Hodge is “ultimately in charge” of Air Bear's aircraft transactions and oversees Daniel's performance as Chief Pilot. (Doc. 41-3 at 17, 20. 33-34 (62:1-4; 75:11-13; 127:22-128:1; 128:18-129:11).

         B. Air Bear, Inc.'s Introduction to Randy Bowman

         Randy Bowman (“Bowman”) has worked in the aircraft sales industry for over thirty years. (Doc. 41-4 at 8 (27:21-28:10)). During that time, Bowman has been involved in approximately seventy transactions for both buyers and sellers. (Id. at 9 (32:1-6)). Early in his career as a paid employee of Jet East, Bowman would flip airplanes for a profit and get paid a percentage from the gross of the sale. (Doc. 41-4 at 9 (31:1-32:6)). Bowman did this about sixty times during his career. (Id.). Of those sixty transactions, Bowman was never paid for helping his employer purchase an aircraft. (Id. at 10 (34:1-4)). Outside of acting as a retained employee, Bowman has only acted as a broker for two other transactions: the King Air, discussed below, and a citation Bravo. (Doc. 41-4 at 14 (49:21-50:6)). For the Citation, he had an acquisition agreement with his client that entitled him to a $35, 000.00 commission if the plane sold. ( 16 (58:9-59:13)). Prior to the King Air transactions, Bowman had not been involved in any aircraft deals since 2005. (Id. at 25 (96:4-9)). At his deposition, Bowman was unable to identify a specific time where he acted as a buyer's broker and was paid a percentage of the sale price as his commission. (Doc. 41-4 at 38 (148:2-9)).

         In 2012, Bowman assisted in an aircraft purchase transaction involving Hodge, Daniel, and Air Bear. (Doc. 41-5 at 6 (18:3-16)). Specifically, Bowman assisted Express Jets, the broker who represented the seller of a King Air C-90 (the “King Air”) that Air Bear purchased on or about November 5, 2012. (Doc. 41-5 at 8-9 (28:12-29:11); doc. 41-4 at 14-15 (52:22-53:19)). Daniel testified that since Bowman sold Air Bear the King Air in 2012, he (Daniel) understood Bowman is an aircraft broker. (Doc. 41-3 at 6 (17:3-10)).

         As it to relates to this transaction, around the end of the summer of 2012, Daniel was instructed to inquire about Air Bear purchasing the King Air. (Doc. 41-3 at 15 (18-23)). Thereafter, Daniel contacted Bowman about Air Bear purchasing the King Air and (at Hodge's request) relayed Hodge's belief that the aircraft was overpriced. (Id. at 15-16 (55:22-56:19; 56:23-57:2)). During this time, Daniel forwarded Hodge information and communications he received from Bowman. (See doc. 31-1 at 184-187). Bowman is referred to as a “broker” in at least one of these communications with Hodge. (See id.; doc. 41-3 at 15 (53:9-14)). Although Hodge did not remember sending the Letter of Intent to Bowman (because he likely gave it to his in-house counsel to handle), Hodge testified he should have known Bowman's role in the King Air purchase. (Doc. 41-5 at 9 (29:4-23)).

         As part of Air Bear's purchase of the King Air, Daniel and Hodge received a document titled “Seller's Disbursement Instruction's” that specifies $ 30, 000.00 is to be paid to Express Jets (the seller's broker). (Doc. 41-3 at 189; doc. 41-4 at 19 (70:22-71:9)). Bowman, working for Express Jets, was paid a commission (part of the $ 30, 000.00) resulting from Air Bear's purchase of the King Air. (Doc. 41-4 at 15 (53:20-54:5)). Daniel knew this, and Hodge assumed the individual working for Express Jets would be paid a commission. (Doc. 41-3 at 19: (69:10-19; 70:2-8); doc. 41-5 at 6, 9 (19:1-23; 31:21-32:1)). Daniel also testified that it is typical for a broker representing a seller or buyer to receive a commission. (Doc. 43-1 at 22 (82:16-84:8)). Although Daniel and Bowman discussed numerous aspects of the King Air transaction, Air Bear never paid a commission to Bowman for the purchase of the King Air. (Doc. 41-5 at 6 (19:1-7)). Bowman's commission for the King Air was entirely as a seller's broker and paid entirely by Bull Mountain Aviation, the seller. (Doc. 41-4 at 27-28 (104:10-105:3)).

         After Air Bear purchased the King Air, Bowman and Daniel maintained a friendly, professional relationship to discuss the aircraft market and the future needs of Hodge and Air Bear. (Doc. 41-4 at 22 (83:16-23; 84:1-11); doc. 43-1 at 38 (147:4-148:3)). When Bowman asked, Daniel told Bowman it was acceptable for him to forward information about aircrafts listed for sale, which Bowman did on multiple occasions. (Doc. 41-3 at 40 (154:9-17); see e.g., doc. 41-3 at 203-210). Daniel occasionally requested follow-up information from Bowman about these aircrafts, (doc. 41-3 at 40-41 (156:12-157:12; 159:16-19), and Bowman generally responded to Daniel's request for information, (doc. id. at 42 (162:11-14)).

         C. The BOA Challenger 300

         Hodge became interested in purchasing a Bombardier Challenger 300 when he toured one his friend owned. (Doc. 41-5 at 18 (67:1-68:6)). Hodge liked the aircraft's headroom, spacious bathrooms, and flight range. (Id. (68:7-19)). Hodge told Daniel to send him information regarding Challenger 300s for sale.[2] (Id. (67:7-11)).

         In June 2014, BALCAP owned and marketed for sale a private business jet aircraft known as a Bombardier Challenger 300, serial number 20121 (the “BOA Challenger 300” or “Aircraft”). (Doc. 41-1 at 2). To market the Aircraft, BALCAP retained Leading Edge Aviation Solutions (“LEAS”) as its exclusive agent. (Id; doc. 41-2 at 27-30).

         On December 1, 2014, Bowman emailed Daniel listing information for the BOA Challenger 300. (Doc. 41-3 at 214-221). At the time, Air Bear was not looking for a larger aircraft. (Id. at 44 (169:4-18)). Bowman's email was the first time Air Bear, Hodge, and Daniel learned of the Challenger 300. (Id. at 43-44 (168:22-169:3)). Daniel forwarded Bowman's email regarding the BOA Challenger 300 to Hodge and stated that the “broker on our king air sends me these deals on planes that he thinks are steals every now and again.” (Doc. 41-3 at 222).

         In addition to the listing for the BOA Challenger 300, Bowman sent Daniel three other listings for Challenger 300s. (Doc. 41-3 at 36 (138:16-139:23)). Two of the three other listings could be considered “comparables.” (Id. at 36-37 (139:4-141:3). The third listing was not considered a comparable because of its high total flight hours, but nevertheless provided some evidence of the Challenger 300 market. (Id. at 36-37 (140:1-141:1)).

         Daniel requested additional information regarding some of the Challenger 300 listings Bowman provided, including:

o On January 14, 2015, Bowman emailed Daniel a listing for a 2004 Challenger 300 (i.e., the one that was not a comparable). (Doc. 41-3 at 223). In an emailed response, Daniel asked if the aircraft had damage history and why it was so cheap. (Id.). Bowman explained, via email, that there was no known damage, but that it had an earlier serial number. (Id.).
o On March 16, 2015, Daniel responded to an email from Bowman and requested Bowman “[s]end [him] the 300 stuff again.” (Doc. 41-3 at 232). Bowman responded, “will do” and sent Daniel the information ...

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