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AAL USA Inc. v. Black Hall Aerospace Inc.

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

June 19, 2018

AAL USA, INC., Plaintiff,
v.
BLACK HALL AEROSPACE, INC., et al., Defendants.

          MEMORANDUM OPINION

          KARON OWEN BOWDRE CHIEF UNITED STATES DISTRICT JUDGE

         This 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).

         Mr. 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. Woolford.

         The 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.

         I. BACKGROUND

         On 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. (Doc. 373).

         All of 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 conspiracy.

         Because 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 counterclaim-plaintiff).

         AAL 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.

         Mr. 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).

         In 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).

         On 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, 51-52).

         The 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).

         II. ...


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