Barnes v. Diamond Aircraft Industries, Inc.

• Decision Date: 25 July 2007
• Docket Number: No. 06-22689-CIV.,06-22689-CIV.
• Citation: 499 F.Supp.2d 1311
• Parties: Nora BARNES, Plaintiff, v. DIAMOND AIRCRAFT INDUSTRIES, INC., Defendant.
• Court: U.S. District Court — Southern District of Florida

499 F.Supp.2d 1311

Nora BARNES, Plaintiff, v. DIAMOND AIRCRAFT INDUSTRIES, INC., Defendant.

No. 06-22689-CIV.

United States District Court, S.D. Florida.

July 25, 2007.

COPYRIGHT MATERIAL OMITTED

Ms. Nora Barnes, Norfolk, VA, pro se.

J. Thompson Thornton, Esq., Thornton, Davis & Fein, P.A., Miami, FL, Thomas J. Strueber, Esq., McKenna Long & Aldridge LLP, Atlanta, GA, for Defendant.

ORDER GRANTING MOTION FOR SUMMARY JUDGMENT

JAMES LAWRENCE KING, District Judge.

THIS CAUSE is before the Court upon the Motion by Defendant Diamond Aircraft Industries, Inc., for Summary Judgment filed July 5, 2007 (D.E.# 14). The Plaintiff Nora Barnes has not responded to Defendant's Motion and the time her response was due (July 19, 2007) has expired. All discovery in the case has been completed in accordance with the Scheduling Order of November 9, 2006 setting a discovery deadline of May 30, 2007. The case is presently set for Final Pretrial Conference on August 3, 2007 and Jury Trial on September 17, 2007. The United States District Court has jurisdiction over this removed action pursuant to 28 U.S.C. § 1332.

After careful consideration of the written submissions, written briefs and relevant case and statutory law, the Court grants defense motion for summary judgment, pursuant to Rule 56 Fed.R.Civ.P. and Local Rule 7.5, and enters Summary Judgment in favor of Defendant Diamond Aircraft Industries, Inc. in its favor on Counts I, II and III.

I. MATERIAL FACTS AS TO WHICH THERE IS NO GENUINE ISSUE

Plaintiff, Nora Barnes is a Virginia resident. Diamond Aircraft Industries, Inc. is a foreign corporation operating under the laws of Canada. (Amended Complaint, ¶¶ 2-3). On January 15, 2003, Diamond Aircraft announced that it would build a single-engine light jet aircraft, referred to as the "D-JET," noting that it would select a powerplant and other equipment for the plane in the future and identifying a "projected price" of under $1 million. In April 2003, Diamond Aircraft issued a press release in which it projected that the D-JET's first flight would be scheduled in 2004 with initial deliveries to customers in 2006. (Ex. A, attaching Press Release.) Subsequently, on or about December 4, 2004, Barnes signed the Reservation Agreement, which was attached as Exhibit A to Barnes's Amended Complaint. (Amended Complaint, ¶ 10.)

The language of the Reservation Agreement made clear that there was no existing aircraft to consider for purchase at the time the Reservation Agreement was executed. There were no specifications listed on the Reservation Agreement to define the aircraft other than that it would contain "IFR [instrument flight rules] avionics, including Auto pilot/HSI," a "glass cockpit," and a "premium interior." (See Reservation Agreement at 1.) Under "additional options," "exterior striping," and "interior options," the Reservation Agreement noted, "To Be Determined." (Id.) The Reservation Agreement also provided that "within thirty (30) days of JAA IFR certification (projected for second quarter of 2006), the standard 10% deposit was required to keep the order position secured."¹ (Id.) The Reservation Agreement listed the "Manufacturer's Suggested" price of $850,000 in "2003 dollars." (Id.) As noted above, the Reservation Agreement expressly stated on its first page, "Price and specifications subject to change without notice." (Id.) On the second page of the Reservation Agreement, the parties each agreed to limit their liability to the return or forfeiture of the deposit in the event of breach. (Id. at 2, ¶¶ 5, 6.) Pursuant to the Reservation Agreement, Barnes paid a deposit of $20,000 to reserve a place in line to purchase a D-JET. (Amended Complaint, ¶¶ 26-27.) After receiving Barnes's deposit for $20,000, Diamond Aircraft assigned her the fifty-second North American delivery position. (See Exhibit B attached to Barnes's Amended Complaint.)

Later, Diamond Aircraft reconfigured the D-JET entirely, and announced the new configuration and the new pricing in July 2006. On August 31, 2006, Diamond Aircraft sent to Barnes and its other deposit holders a letter outlining the pricing and the changes to the aircraft (the "August Letter"). (The August 31 Letter is attached to Barnes's Amended Complaint as Exhibit C.) The August Letter explained that the D-JET had been reconfigured to add more cabin space for the pilot and passengers, which in turn necessitated, among other things, an engine with considerably more thrust and a fuel tank with nearly forty percent more capacity. (See August letter at 2-3.) Diamond Aircraft also selected a more sophisticated avionics system to control the aircraft and upgraded its interior options. (Id.) The August Letter further explained that Barnes could maintain her delivery position for a D-JET priced at $1.38 million or recover her deposit of $20,000 and relinquish her delivery position. (Id. at 4.) The August Letter also stated that Diamond Aircraft intended to develop a lower cost version of the D-JET in the future, with different equipment and specifications. (Id. at 3.)

Barnes declined to enter into an agreement to secure her delivery position to purchase the aircraft at the firm price or recover her deposit. Instead, she filed suit against Diamond Aircraft on October 2, 2006, alleging breach of contract and seeking specific performance or money damages. (Amended Complaint, Counts I, II, and III.) Diamond Aircraft's Answer denied all liability.

II. STANDARD OF REVIEW

Summary judgment is appropriate "if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact, and that the moving party is entitled to judgment as a matter of law." Hickson Corp. v. Northern Crossarm Co., Inc., 357 F.3d 1256, 1259 (11th Cir.2004). The substantive law applicable to the case determines which facts are material. Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir.1993). A material fact is one that "might affect the outcome of the suit under the governing law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Alphin v. Sears, Roebuck & Co., 940 F.2d 1497, 1500 (11th Cir.1991). Accordingly, "[f]actual disputes that are irrelevant or unnecessary will not be counted." Anderson, 477 U.S. at 248, 106 S.Ct. 2505. In rendering a decision based on state substantive law, a federal court must "decide the case the way it appears the state's highest court would." E.g., Royal Ins. Co. of Am. v. Whitaker Contracting Corp., 242 F.3d 1035, 1040 (11th Cir.2001) (internal quotations and citation omitted).

"Where the determination of the issues of a lawsuit depends upon the construction of a written instrument and the legal effect to be drawn therefrom, the question at issue is essentially one of law only and determinable by entry of summary judgment." Angell v. Don Jones Ins. Agency, Inc., 620 So.2d 1012, 1014 (Fla. 2d DCA 1993); see also Gray v. D & J Indus. Inc., 875 So.2d 683, 683 (Fla. 3d DCA 2004) ("The construction of a contract is a question of law for the courts to determine where the language used in the written contract is clear, unambiguous, and susceptible to only one interpretation"). Where the language of a contract is unambiguous, the legal effect of that language is a question of law. Orkin Exterminating Co., Inc. v. F.T.C., 849 F.2d 1354, 1360 (11th Cir.1988) (observing that the question of whether a contractual ambiguity exists is also a question of law that "may be resolved summarily," and the fact that the meaning of a contract term is disputed need not reflect the existence of ambiguity).

III. ANALYSIS

A. COUNTS I AND II

In order to establish that Diamond Aircraft has breached the Reservation Agreement, Barnes must establish each of the following: (1) that the Reservation Agreement is sufficient for the purchase of a defined aircraft such that it reflected a true meeting of the minds; (2) that Diamond Aircraft did not have the authority to alter the price and specifications of the aircraft, as expressly provided in the Reservation Agreement; and (3) that the limitations on liability contained in the Reservation Agreement are unenforceable.

1. The Reservation Agreement Does Not Reflect a Meeting of the Minds for the Purchase of an Aircraft.

Plaintiffs breach of contract claims are predicated on her theory that the Reservation Agreement established a meeting of the minds between herself and Diamond Aircraft for the purchase of a specific aircraft, rather than an agreement to reserve an order position for an aircraft to be defined later at a price that was subject to change pending the aircraft's development. As a matter of law, however, the Reservation Agreement did not constitute an agreement for the purchase of an aircraft because the essential terms of the agreement defining the aircraft to be purchased were not, and could not, be defined at the time the Reservation Agreement was executed.

Under Florida law, "[i]t is well established that a meeting of the minds of the parties on all essential elements is a prerequisite to the existence of an enforceable contract ...." Greater New York Carp. v. Cenvill Miami Beach Corp., 620 So.2d 1068, 1070 (Fla. 3d DCA 1993); see also Innkeepers Int'l v. McCoy Motels, Ltd., 324 So.2d 676, 678 (Fla. 4th DCA 1975) ("[A]s a general rule, [the] presence of blanks in a contract is fatal to the enforcement if the blanks occur in a provision dealing with an essential term of the contract."). Accordingly, "[s]o long as any essential matters remain open for further consideration, there is no completed contract. In order to create a contract, it is essential that there be reciprocal assent to a certain and definite proposition ... [and][f]ailure to sufficiently determine quality, quantity, or price may preclude the finding of an enforceable agreement." Business Radio, Inc. v. Relm Wireless Corp., ...