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 Plaintiff AAL Group's amended
complaint. (Doc. 226).
Group alleges that for years it conducted business with a
separate, but similarly-named, company called AAL USA. AAL
USA's Chief Financial Officer at the time was Defendant
Keith Woolford. AAL USA-which is not a party to this case,
but is a party to a related case before this court (AAL
USA, Inc. v. Black Hall Aerospace, Inc.,
2:16-cv-02090-KOB)-entered an Asset Purchase Agreement with
Black Hall Aerospace, a company controlled by Mr. Woolford
and other AAL USA executives. The Asset Purchase Agreement
assigned a number of AAL USA's contracts with AAL Group
to Black Hall Aerospace.
Group alleges that, before, during, and after the Asset
Purchase Agreement, Mr. Woolford and other executives who
worked for AAL USA and Black Hall Aerospace stole funds owed
to AAL Group for their personal use. As a result, AAL Group
sued Black Hall Aerospace, Mr. Woolford, and another
executive, Paul Daigle. AAL Group has settled with Black Hall
Aerospace and Mr. Daigle, leaving only Mr. Woolford as a
defendant in this case. AAL Group asserts the following
claims against Mr. Woolford: (1) unjust enrichment/money had
and received (“Count Two”); (2) promissory
estoppel (“Count Three”); (3) equitable estoppel
(“Count Four”); (4) fraud (“Count
Five”); (5) conversion (“Count Six”); (6)
tortious interference (“Count Seven”); and (7)
conspiracy (“Count Eight”). (Doc. 182 at 15-21).
court WILL GRANT IN PART AND DENY IN PART Mr. Woolford's
motion to dismiss the amended complaint. The court WILL NOT
DISMISS Count Two for failure to state an unjust enrichment
claim because AAL Group has adequately alleged that Mr.
Woolford was unjustly enriched at its expense, and the court
cannot conclude from the face of the complaint that the
statute of limitations bars the claim. The court WILL DISMISS
WITHOUT PREJUDICE Counts Three and Four because AAL Group has
not alleged facts showing that Mr. Woolford made a promise to
AAL Group. The court WILL DISMISS WITHOUT PREJUDICE Count
Five for failure to plead with particularity.
court WILL NOT DISMISS the part of Count Six relating to the
conversion of a check that Science & Engineering Services
made out to AAL Group, but the court WILL DISMISS WITHOUT
PREJUDICE the remainder of the count for failure to state a
conversion claim because AAL Group fails to allege that the
other funds were specific and identifiable. The court WILL
DISMISS WITHOUT PREJUDICE Count Seven for failure to state a
tortious interference claim because AAL Group has not alleged
facts showing what Mr. Woolford did to interfere in its
business relations. The court WILL DISMISS WITH PREJUDICE the
entirety of Count Eight for failure to state a conspiracy
claim because the intracorporate conspiracy doctrine bars
March 2017, AAL Group filed suit against Black Hall
Aerospace, Mr. Woolford, and Mr. Daigle. (Doc. 1). The
initial complaint raised only claims of breach of contract
and unjust enrichment. Defendants filed a motion to dismiss,
which the court granted in part and dismissed in part. (Doc.
Group filed an amended complaint, again naming Black Hall
Aerospace, Mr. Woolford, and Mr. Daigle. (Doc. 182). The
amended complaint raised the same breach of contract and
unjust enrichment claims, but also added claims for
promissory and equitable estoppel, fraud, conversion,
tortious interference, and conspiracy. Mr. Woolford moved to
dismiss the amended complaint, and while the parties were
briefing that motion, Black Hall Aerospace and Mr. Daigle
settled with AAL Group. (See Doc. 245). As a result,
the court dismissed Black Hall Aerospace and Mr. Daigle as
defendants, and dismissed all of AAL Group's claims
against them. (Doc. 250). The only defendant remaining is Mr.
Woolford, and the only claims remaining are those asserted
stage, the court must accept as true the allegations in the
complaint and construe them in the light most favorable to
the plaintiff. Butler v. Sheriff of Palm Beach Cty.,
685 F.3d 1261, 1265 (11th Cir. 2012). “A court's
review on a motion to dismiss is limited to the four corners
of the complaint. A court may consider only the complaint
itself and any documents referred to in the complaint which
are central to the claims.” Wilchombe v. TeeVee
Toons, Inc., 555 F.3d 949, 959 (11th Cir. 2009)
(citation and quotation marks omitted).
Group is a contractor that provides aviation services to
governments and prime contractors. In 2011 it formed a
subsidiary, the similarly-named AAL USA, to support some of
its contracts. In early 2014, AAL Group and AAL USA became
independent companies, but they continued to work together on
various contracts. For some unspecified period of time, Mr.
Daigle was the CEO of AAL USA and Mr. Woolford was its CFO.
(Doc. 182 at 3-5).
Group and AAL USA had entered into a number of contracts with
each other. AAL Group's amended complaint describes five
of those contracts in detail. In four of those
contracts-which AAL Group calls the Airbus Iraqi MILDS®
contract; the F2AST Certified Logistics Support contract; the
MAG DS Helicopter contract; and the KN53 Aviation Equipment
contract-either AAL USA or AAL Group contracted to provide
the other with supplies, labor, or leased equipment. In the
fifth, which AAL Group calls the Northrop Grumman contract,
AAL USA contracted with Northrop Grumman to provide technical
maintenance of helicopters, then subcontracted certain work
to AAL Group. (Doc. 182 at 7-13).
AAL USA and AAL Group were doing business with each other,
AAL USA's then-CEO, Mr. Daigle, incorporated Black Hall
Aerospace. Mr. Daigle and Mr. Woolford own shares of that
company and also served, for an unspecified period of time,
as its CEO and CFO, respectively. On September 29, 2016, AAL
USA and Black Hall Aerospace entered into an Asset Purchase
Agreement, under which AAL USA transferred to Black Hall
Aerospace all of its assets, including all of its cash and
its contracts with AAL Group. (Doc. 189 at 4-5; Doc. 1-2). In
a related case before this court, AAL USA contests the
validity of the Asset Purchase Agreement, but the court will
not delve into the details of that dispute because, now that
Black Hall Aerospace has been dismissed from this case, the
Agreement is only marginally related to AAL Group's
lawsuit against Mr. Woolford.
to AAL Group, by the time AAL USA and Black Hall Aerospace
entered into the Asset Purchase Agreement in September 2016,
AAL Group had either performed its obligations under those
contracts, or made advance payments to AAL USA, but AAL USA
had not yet performed its obligations under the contracts.
(Doc. 182 at 10-13). In addition to its contracts with AAL
USA, AAL Group performed work for a company called Science
& Engineering Services, LLC (SES), which issued a $146,
556.24 check to AAL Group c/o AAL USA. Mr. Woolford deposited
the check but, instead of transferring the funds to AAL
Group, he and the other former defendants “took the
proceeds for their own use.” Finally, at some point
before September 2016, AAL Group had transferred money to AAL
USA for payments to suppliers, including Airbus and BIRD
Aero. Mr. Woolford took that money but did not pay the
suppliers, causing AAL Group “even greater
losses.” (Doc. 182 at 10-14.).
Group alleges that before, during, and after AAL USA and
Black Hall Aerospace entered the Asset Purchase Agreement,
Mr. Woolford, Mr. Daigle, and Black Hall Aerospace were
involved in a conspiracy to steal AAL Group's money. AAL
Group does not provide any details about how Mr. Woolford
stole the money relating to the Airbus Iraqi contract, the
F2AST contract, the MAG contract, or the KN53 contract. But
it alleges that, at some point before March 2015, Mr.
Woolford began “factoring” AAL USA's accounts
receivable under the Northrop Grumman contract through a
company called Versant Funding. Factoring is a process
whereby a company sells its accounts receivable to another
company at a discount in exchange for a lump sum payment.
(Doc. 182 at 8 & n.3).
Mr. Woolford's direction, AAL USA factored at least $3,
580, 257.20 of Northrop Grumman receivables-an amount that,
according to AAL Group, represents “solely AAL
Group's share, excluding interest.” In August 2016,
AAL Group's CEO, Oleg Sirbu, met with Mr. Daigle, Mr.
Woolford, and another AAL USA employee, Randy Munger. At that
meeting, Mr. Sirbu asked about the overdue payments on the
Northrop Grumman purchase orders. Mr. Woolford misrepresented
to him that Northrop Grumman had not yet paid what it owed to
AAL USA, so AAL USA could not yet pay AAL Group. Mr. Sirbu
instructed Mr. Munger to seek a status update from Northrop
Grumman, but after the meeting, Mr. Woolford told Mr. Munger
not to contact Northrop Grumman because Northrop Grumman
had, in fact, already paid the amounts it owed.
(Doc. 182 at 8-10).
of paying AAL Group for the work it had performed, Mr.
Woolford “spent the money in some other way, leaving
AAL Group without proper compensation under the Northrop
contract.” AAL Group alleges that Mr. Daigle and Mr.
Woolford “factored the invoices and diverted the funds
to their personal gain and the use of [Black Hall
Aerospace].” (Doc. 182 at 9).
Woolford moves to dismiss the amended complaint. (Doc. 226).
Federal Rule of Civil Procedure 8(a) requires “a short
and plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). A Rule
12(b)(6) motion to dismiss attacks the legal sufficiency of
the complaint. “To survive a motion to dismiss, the
plaintiff must plead ‘a claim to relief that is
plausible on its face.'” Butler, 685 F.3d
at 1265 (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007)).
court must accept as true the factual allegations in the
complaint and construe them in the light most favorable to
the plaintiff, making all reasonable inferences in favor of
the plaintiff. Id. But the court need not accept as
true the plaintiff's legal conclusions. Mamani v.
Berzain, 654 F.3d 1148, 1153 (11th Cir. 2011).
Accordingly, the court must distinguish between the
complaint's well-pleaded factual allegations and the
complaint's legal conclusions made without adequate
factual support. Id. A complaint that provides only
“labels and conclusions” or “a formulaic
recitation of the elements of a cause of action” does
not state a claim sufficient to survive a Rule 12(b)(6)
motion. Twombly, 550 U.S. at 555.
addition, the Federal Rules of Civil Procedure provide that,
for claims involving fraud, “a party must state with
particularity the circumstances constituting fraud.”
Fed.R.Civ.P. 9(b). “Particularity means that a
plaintiff must plead facts as to time, place, and substance
of the defendant's alleged fraud, specifically the
details of the defendant['s] allegedly fraudulent acts,
when they occurred, ...