United States District Court, N.D. Alabama, Southern Division
OWEN BOWDRE CHIEF UNITED STATES DISTRICT JUDGE
matter is before the court on Counterclaim-Defendant AAL
Group's motion to dismiss the counterclaim asserted
against it by Defendant-Counterclaim Plaintiff Keith
Woolford. (Doc. 299).
Woolford asserts two causes of action against AAL Group under
Alabama law: (1) defamation (“Count One”); and
(2) civil conspiracy (“Count Five”). The
defamation claim arises from written and oral statements made
by two individuals, Saul Kirsch and Oleg Sirbu, who Mr.
Woolford asserts acted as AAL Group's agents in making
those statements. The civil conspiracy claim arises from an
alleged conspiracy between AAL Group and other
counterclaim-defendants to engage in defamation of Mr.
court WILL GRANT IN PART AND DENY IN PART AAL Group's
motion to dismiss the counterclaim. The court WILL DISMISS
WITHOUT PREJUDICE the defamation claim against AAL Group to
the extent that it rests on allegedly defamatory statements
made by Mr. Kirsch, because the counterclaim alleges no facts
showing that Mr. Kirsch acted as AAL Group's agent. But
the court WILL NOT DISMISS the rest of the defamation claim
because the counterclaim alleges sufficient facts to show
that Oleg Sirbu acted as AAL Group's agent. And because
the defamation claim survives, the court WILL NOT DISMISS the
civil conspiracy claim.
November 16, 2016, Plaintiff AAL USA filed a lawsuit against
Keith Woolford and a number of related defendants. (Doc. 1-2
at 2). AAL USA later amended its complaint, still naming Mr.
Woolford as one of the defendants. (Doc. 96). On June 27,
2017, Mr. Woolford and his codefendants filed an answer and a
counterclaim. (Doc. 103). In the counterclaim, they named AAL
USA as a counterclaim-defendant, and joined as additional
counterclaim-defendants AAL Group, Oleg Sirbu, Oleg
Fidelskiy, and Saul Kirsch. (Id. at 39-40). The
court recently dismissed Mr. Fidelskiy for improper service.
the parties except Mr. Woolford later reached a settlement
agreement in which they agreed to dismiss all claims and
counterclaims asserted between them. (See Doc. 364).
As a result, the only parties remaining in this case are
Plaintiff AAL USA, Defendant-Counterclaim-Plaintiff Mr.
Woolford, and Counterclaim-Defendants AAL Group, Mr.
Fidelskiy, Mr. Sirbu, and Mr. Kirsch; and the only claims
remaining in this case are AAL USA's claims against Mr.
Woolford, and Mr. Woolford's counterclaim against AAL
USA, AAL Group, Mr. Fidelskiy, Mr. Sirbu, and Mr. Kirsch. Mr.
Woolford raised two counts in the counterclaim: Count One, a
claim of defamation, and Count Five, a claim of civil
AAL Group's motion to dismiss Mr. Woolford's
counterclaim is all that is at issue, the court's
description of the facts is limited to those set out in the
counterclaim that relate specifically to Counts One and Five.
See Butler v. Sheriff of Palm Beach Cty., 685 F.3d
1261, 1265 (11th Cir. 2012) (quoting Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007)) (requiring the court
to accept as true the factual allegations in the counterclaim
and construe them in the light most favorable to the
Group operates out of Dubai and provides maintenance, repair,
and overhaul services for aircraft. Mr. Fidelskiy owns or
controls AAL Group, and Mr. Sirbu is its CEO. In 2010, Mr.
Fidelskiy formed AAL USA to assist AAL Group “in
securing and performance on contracts involving the U.S.
government.” Although Mr. Fidelskiy formed AAL USA in
2010, in 2014, he gifted complete ownership of AAL USA to Mr.
Sirbu to “address concerns about foreign ownership,
control, and influence issues.” Mr. Sirbu is now the
sole owner, CEO, and President of AAL USA. But, according to
Mr. Woolford, Mr. Sirbu has “utilized AAL USA for the
benefit of AAL Group, performing work and making procurements
for which AAL Group refused compensation, and even requiring
AAL USA to pay legal fees for AAL Group legal work.”
According to Mr. Woolford, Mr. Kirsch represents himself as
the Vice President of AAL USA.
Woolford used to be the Chief Financial Officer for AAL USA,
and is now a minority owner of a company called Black Hall
Aerospace. According to Mr. Woolford, Mr. Daigle “and
other management employees of AAL USA” formed Black
Hall Aerospace, but AAL USA, AAL Group, Mr. Sirbu, Mr.
Kirsch, and Mr. Fidelskiy have never owned any stock of Black
Hall Aerospace. (Doc. 103 at 39-40, 42-45).
September 2016, the United States Government denied AAL USA
access to overseas military bases. Someone-Mr. Woolford does
not explain who-informed AAL USA that the Government had
denied AAL USA access because of AAL USA's connection to
AAL Group. According to Mr. Woolford, the Government was
concerned about the fact that Mr. Sirbu owned AAL USA
and was the CEO of AAL Group. As a result of the
denial of access, AAL USA's employees, including Mr.
Sirbu, developed a plan to transfer its assets, contracts,
and employees to Black Hall to sever its ties to Mr. Sirbu.
Black Hall would then transfer back to AAL USA certain
contracts between AAL USA and AAL Group, dissociating Black
Hall from AAL USA and AAL Group. (Doc. 103 at 39, 45-48).
September 29, 2016, Black Hall and AAL USA entered an Asset
Purchase Agreement. Mr. Kirsch resigned from AAL USA and
began working for Black Hall. But in October 2016, AAL USA,
AAL Group, Mr. Sirbu, and Mr. Fidelskiy-a group that Mr.
Woolford calls the “Dubai Consortium”-decided
that Mr. Sirbu “would renege on the agreements AAL USA
had entered into.” Mr. Sirbu convinced Mr. Kirsch to
leave Black Hall and return to AAL USA, and Mr. Kirsch now
“holds himself out” as AAL USA's Vice
President. Together with Mr. Kirsch, the “Dubai
Consortium” began conspiring to conduct a smear
campaign against Mr. Woolford. (Doc. 103 at 40-41, 48-49,
conspirators took the following actions against Mr. Woolford:
(1) creating a website falsely claiming to contain all of the
court documents in a lawsuit between AAL USA and Black Hall,
but in fact containing only AAL USA's filings alleging
wrongdoing by Black Hall; (2) sending a letter to various
government entities and companies accusing Mr. Woolford of
fraud; (3) sending an email to Black Hall's employees
using the fake name “John Smith” (the
counterclaim does not describe what the email said or who
actually sent the email); (4) circulating “throughout
the government contracting industry” a copy of the
initial complaint in this case, “which contains a
demonstrably false, defamatory footnote regarding
Woolford”; (5) telling parties to the contracts AAL USA
assigned to Black Hall that Mr. Woolford had committed fraud
and that AAL USA still owned those contracts; (6) contacting
government officials “to falsely accuse . . Woolford of
fraud”; (7) contacting Black Hall's contractual
partner, Leidos, and telling it that Mr. Woolford had
committed fraud; (8) seeking to have the administrator of
Black Hall's website close the website based on a false
allegation of fraud; and (9) telling Black Hall's
landlord that Mr. Woolford had committed fraud. Although Mr.
Woolford attributes those actions to Mr. Sirbu and Mr.
Kirsch, he does not specify which of them took which action.
(Doc. 103 at 52-54).