United States District Court, N.D. Alabama, Southern Division
OWEN BOWDRE CHIEF UNITED STATES DISTRICT JUDGE
matter is before the court on Defendant Keith Woolford's
motion to dismiss Counts Four and Twelve of Plaintiff AAL
USA, Inc.'s third amended complaint. (Doc. 327). Count
Four asserts a claim of breach of contract, and Count Twelve
asserts a claim of civil conspiracy.
court WILL GRANT IN PART AND DENY IN PART Mr. Woolford's
motion to dismiss Counts Four and Twelve. The court WILL
DISMISS WITH PREJUDICE Count Four to the extent it seeks to
raise a claim of breach of Mr. Woolford's non-compete
agreement with AAL USA, because only Mr. Woolford signed that
agreement, making it unenforceable under Alabama law. But the
court WILL NOT DISMISS the rest of Count Four because that
count states a claim for breach of an agreement to transfer
shares of a company, and WILL NOT DISMISS Count Twelve
because that count states a claim of civil conspiracy.
third amended complaint, AAL USA brings fourteen claims
against Mr. Woolford. (See Doc. 286). But Mr.
Woolford seeks to dismiss only two of those claims: Count
Four and Count Twelve. As a result, the court will describe
only the facts relevant to those two counts, accepting them
as true, as the court must at this stage of the proceedings.
See Butler v. Sheriff of Palm Beach Cty.,
685 F.3d 1261, 1265 (11th Cir. 2012) (quoting
Twombly, 550 U.S. 544, 555 (2007)). In addition, the
court will consider evidence that AAL USA attached to its
third amended complaint. See Hoefling v. City of
Miami, 811 F.3d 1271, 1277 (11th Cir. 2016) (“A
district court can generally consider exhibits attached to a
complaint in ruling on a motion to dismiss, and if the
allegations of the complaint about a particular exhibit
conflict with the contents of the exhibit itself, the exhibit
USA is a company that the similarly named-but
separately owned-AAL Group, Ltd. formed in 2010 to
help AAL Group perform its contracts with the United States
Government. AAL USA's officers included Oleg Sirbu, its
owner and director; Paul Daigle, its Chief Executive Officer
(“CEO”); Mr. Woolford, its Chief Financial
Officer (“CFO”) and corporate secretary; Brian
Peoples, its Chief Operating Officer (“COO”); and
David Clarke, a shareholder and AAL USA's pilot. (Doc.
286 at 2-3, 5, 12, 19).
states in its third amended complaint that Mr. Woolford
entered into a non-compete agreement with AAL USA. (Doc. 286
at 26). It attaches a copy of that agreement to the third
amended complaint, so this court will consider that evidence
in ruling on Mr. Woolford's motion to dismiss. The
non-compete agreement lacks clarity for several reasons.
First, on the first page, it refers to AAL USA as the
“Company” that the agreement purports to protect.
But the last page of the agreement leaves spaces for
signatures from Mr. Woolford and AAL Group's
general manager, Oleg Fidelskiy, with no space for a
signature from AAL USA's representative. Second, although
Mr. Woolford signed the agreement, AAL Group's
representative never did. (Doc. 286-76 at 2, 4).
alleges that Mr. Daigle, Mr. Woolford, Mr. Clarke, and Mr.
Peoples “have engaged in far-reaching fraud, breaches
of fiduciary duty, usurpation of corporate opportunity, and
self-dealing, all at the expense of AAL [USA] and its owner
Sirbu.” Specifically, AAL USA's officers misused
AAL USA's American Express card and checking account for
their personal expenses; used AAL USA's money to finance
Mr. Woolford's purchase of two separate homes; used AAL
USA's funds to create various other companies and pay
those companies' expenses; purchased a jet; and awarded
themselves unauthorized bonuses. (Doc. 286 at 6-17, 21-22).
midst of those activities, on June 19, 2015, AAL USA
incorporated a company called Black Hall Aerospace to serve
as an aircraft repair facility for AAL USA. Mr. Daigle, Mr.
Woolford, Mr. Clarke, and Mr. Peoples were shareholders of
Black Hall Aerospace, but AAL USA paid the costs involved in
forming Black Hall Aerospace, with the understanding that Mr.
Daigle and Mr. Woolford would transfer all of Black Hall
Aerospace's shares to AAL USA at some point. According to
AAL USA, it continued to employ Mr. Daigle and Mr. Woolford
because it believed they would soon transfer Black Hall
Aerospace's shares to AAL USA. (Doc. 286 at 2-3, 17-19).
months later, in November 2015, Mr. Woolford and his fellow
officers enacted something AAL USA calls the “Takeover
Scheme, ” designed to take all of AAL USA's
contracts and “squeeze[ ]” AAL USA's owner,
Mr. Sirbu, out of the business. Among other steps, AAL USA
says they tricked Mr. Sirbu into entering an Asset Purchase
Agreement in which AAL USA sold all of its assets to Black
Hall Aerospace. They promised that they would transfer Black
Hall Aerospace's shares back to AAL USA, but they reneged
on that promise. (Doc. 286 at 18, 22, 24-25).
Woolford moves to dismiss only Count Four, the claim of
breach of contract, and Count Twelve, the claim of civil
conspiracy. (Doc. 327 at 3). The court will address each in
Count Four: Breach of Contract Claim
Alabama law, “[t]he elements of a breach-of-contract
claim . . . are (1) a valid contract binding the parties; (2)
the plaintiffs' performance under the contract; (3) the
defendant's nonperformance; and (4) resulting
damages.” Reynolds Metals Co. v. Hill, 825
So.2d 100, 105 (Ala. 2002). Mr. Woolford seeks dismissal of
Count Four on the basis ...