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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 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.

         The 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.

         I. BACKGROUND

         In its 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 controls.”).

         AAL 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).

         AAL USA 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).

         AAL USA 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).

         In the 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).

         Several 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).

         II. DISCUSSION

         Mr. 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 turn.

         1. Count Four: Breach of Contract Claim

         Under 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 ...


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