Brinley Holdings Inc. v. RSH Aviation, Inc.
| Decision Date | 20 January 2022 |
| Docket Number | Case No. 18-cv-6546 |
| Citation | 580 F.Supp.3d 520 |
| Parties | BRINLEY HOLDINGS INC. and Freestream Aircraft (Bermuda), Ltd., Plaintiffs, v. RSH AVIATION, INC. and John T. Dusek, Defendants. |
| Court | U.S. District Court — Northern District of Illinois |
Andrew Philip Steinmetz, Pro Hac Vice, Courtney R. Rockett, Pro Hac Vice, Marc Ayala, Pro Hac Vice, Boies Schiller Flexner LLP, Armonk, NY, John C. Ellis, Ellis Legal P.C., Chicago, IL, for Plaintiffs.
Randal K. Mullendore, Husch Blackwell LLP, St. Louis, MO, Jennifer L. Dlugosz, Husch Blackwell LLP, Chicago, IL, for Defendant RSH Aviation, Inc.
Randal K. Mullendore, Husch Blackwell LLP, St. Louis, MO, for Defendant John T. Dusek.
This dispute is about an aircraft sale that never got off the ground. Two different brokers tried to buy and resell an airplane, and pocket the difference as profit. They tried to flip the plane, but it flopped. Everything fell apart, and no purchase or sale took place. So one broker sued the other, claiming tortious inference.
Specifically, Plaintiffs Brinley Holdings, Inc. and Freestream Aircraft, Ltd. (collectively, the first broker) wanted to buy an airplane, and sell it to someone else. But so did Defendants RSH Aviation and John Dusek (collectively, the second broker). Each broker negotiated with the would-be buyer, and with the would-be seller.
When Brinley got wind that RSH and Dusek were attempting to cut a deal, Brinley's counsel sent a cease and desist letter, claiming that it had exclusive rights to the plane. RSH and Dusek reached out to the seller, who emphatically denied that Brinley had any such rights. About a week later, RSH and Dusek gave up, and left the scene.
Brinley kept trying to buy and sell the plane. In the end, the buyer inspected the plane, spotted a bunch of problems, and demanded a price reduction totaling millions of dollars. The seller balked, and everyone walked away. They didn't cross the finish line and close the deal. So Brinley blamed RSH and Dusek for getting in the way.
Brinley and Freestream Aircraft filed an eight-count complaint, alleging tortious interference with contract and with prospective economic advantage. Defendants moved for summary judgment. For the reasons stated below, the motion for summary judgment is hereby granted.
Before diving in, the Court offers the following forewarning. At times, the record is complicated, and somewhat dense. There are a lot of names, and a lot of dates, which can complicate efforts to keep everyone straight. Even pinning down the cast for a particular role can be difficult, too. For example, the would-be buyer (Mahamadou Bonkoungou) was an individual who acted at different times through different affiliates (i.e. , Alti, Bolti, and so on).
The parties don't always make things easy, either. Quite the opposite. They fought over every square inch of the record, surrendering no terrain to the other side. Almost every document is a battleground of conflicting interpretations. In their filings, they proceeded as if victory or defeat turned on the outcome of even the smallest facts.
The volume of objections, clarifications, provisos, nitpicks, quibbles, caveats, and disclaimers – plus the insertion of gratuitous material – made the Rule 56.1 statements nearly impenetrable. The parties poured sand into the gears of the other side's Statement of Facts, clogging up the works. They could not resist the impulse to put their spin on the documents, leaving the reader spinning in circles.
For example, Plaintiffs quibbled with the use of the word "competitors." See Pls.’ Resp. to Defs.’ Statement of Facts, at ¶ 10 (Dckt. No. 79). Defendants got stumped by the phrase "arranged a transaction." See Defs.’ Resp. to Pls.’ Statement of Additional Facts, at ¶ 1 (Dckt. No. 82). When Defendants offered a simple paragraph about the Letter of Intent and the Offer Letter, Plaintiffs gratuitously injected information about what took place in the months that followed. See Pls.’ Resp. to Defs.’ Statement of Facts, at ¶ 12. And so on.
So, plowing through the record can, at times, be a slog. It is not for the faint of heart. To make things easy, the Court offers the following overview for the reader. The key players are:
This Opinion will simplify the terminology. As a shorthand, the Court will refer to the first broker as Brinley, the second broker as Dusek or RSH, the (would-be) seller as Yunhua or ICBC, and the (would-be) buyer as Bonkoungou.
Here's a rough overview, in a few paragraphs. Brinley wanted to buy an airplane from Yunhua, and sell it to one of Bonkoungou's companies. The plan was to buy it from Yunhua for $50 million, and sell it to Bonkoungou for $57 million, for a $7 million profit. Along the way, John Dusek and RSH tried to buy and sell the airplane, too.
Yunhua (the seller) negotiated with both brokers. So did Bonkoungou (the buyer).
In the end, it all fell apart. Neither broker bought the plane from Yunhua, and neither broker sold the plane to Bonkoungou or his companies. Brinley blamed RSH for the demise of the deals, and thus filed suit.
In the interest of clarity, the Court offers the following timeline of key events.1 The story unfolded as follows:
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[Editor's Note: The preceding image contains the reference for footnotes2 ,3 ,4 ,5 ,6 ,7 ,8 ,9 ,10 ,11 ].
The record consists largely of documents, including emails, draft agreements, and so on. There are only three depositions: Alireza Ittihadieh (principal of the Plaintiffs), John Dusek (Defendant), and Fred Meyer (an attorney for an advisor to the buyer). There isn't testimony from the seller or the buyer themselves, presumably because they live abroad. So, there isn't much in the record to show why they did what they did, except what is stated in the documents.
With that sneak peek of what's to follow, the Court dives into the record.
The parties are airplane brokers. They are "engaged generally in the business of aircraft sales and brokerage." See Pls.’ Resp. to Defs.’ Statement of Facts, at ¶ 7 (Dckt. No. 79). Basically, they find airplanes that are for sale, buy them, sell them, and pocket the difference as profit. They flip planes.
Brinley and Freestream are the Plaintiffs. The same person, Alireza Ittihadieh, is behind each entity. Id. at ¶ 2. Ittihadieh is Brinley's sole beneficial owner, and is the sole beneficial owner, CEO, President, and Director of Freestream. Id. at ¶¶ 2, 4. Brinley is a Panamanian corporation, and Freestream is a Bermudan corporation. Id. at ¶¶ 1, 3.
The parties don't explain the relationship between Brinley and Freestream, except their common ownership. Brinley's only business is trading aircraft. Id. at ¶ 2. It appears that Brinley may be a holding company (meaning the entity that owns the planes), and Freestream may be the broker. See Am. Cplt., at ¶ 23 (Dckt. No. 23). For present purposes, Brinley is the key player, because the agreements and draft agreements in question involved Brinley.
Freestream is a bit player in the story (at best) as told by the parties. Defendants’ Rule 56.1 statement barely mentions Freestream. See Defs.’ Statement of Facts, at ¶¶ 3, 4, 32 (Dckt. No. 49). Plaintiffs’ Rule 56.1 statement mentions Freestream only once. See Pls.’ Statement of Additional Facts, at ¶ 1(c) (Dckt. No. 78). Plaintiffs stated that Brinley would "share the $7 million profit with Freestream," but cited no evidence. Id.
RSH Aviation and John Dusek are the Defendants. RSH Aviation is an aircraft services company based in Illinois. See Pls.’ Resp. to Defs.’ Statement of Facts, at ¶ 5 (Dckt. No. 79); see also RSH Aviation, www.rshair.com (last visited on January 20, 2022). John Dusek is its sole owner and representative. See Pls.’ Resp. to Defs.’ Statement of Facts, at ¶ 6.
The would-be seller is Yunhua Corporate Jet Leasing Designated Activity Company and its affiliate, ICBC Financial Leasing, Co., Ltd. (it sometimes goes by "ICBC," and sometimes goes by "ICBCFL"). Id. at ¶ 11. They are entities in China. Yunhua was the owner of the plane at the center of this case. Id. Yunhua and ICBC negotiated with both Brinley (Plaintiff) and RSH (Defendant) for the sale of the plane. Id.
The would-be buyer is Mahamadou Bonkoungou. He is the principal of several affiliated entities, including Alti Management Ltd., Bolti Management Ltd., Molti Management Ltd., and Liza Transport International ("LTI"). See Defs.’ Resp. to Pls.’ Statement of Additional Facts, at ¶ 6 (Dckt. No. 82).12 Bonkoungou was the proposed end buyer of the plane, first through Alti and then through Bolti. Id. ; see also Defs.’ Statement of Facts, at ¶¶ 18, 22, 25 (Dckt. No. 49). Bonkoungou and his companies are based in Burkina Faso. See Defs.’ Resp. to Pls.’ Statement of Additional Facts, at ¶ 6.
The last character is the airplane itself. The plane in question was an Airbus A319. That model is a "member of the Airbus A320 family of short- to medium-range, narrow-body, commercial passenger twin-engine jet airliners manufactured by Airbus." See Airbus 319, Wikipedia, https://en.wikipedia.org/wiki/Airbus_A319 (last visited on January 20, 2022). Based on a quick internet search, it appears that many commercial airlines – United, Delta, American, and so on – fly this type of plane.
But the airplane in question was a souped-up, tricked-out model, for high-rollers. The record shows the floor plan, which was completely different than the rows of narrow seats offered on commercial flights. It had a large executive seating area, an office, a relaxing lounge, a special area for guests, and so on. See Floor Plan (Dckt. No. 49-4, at 53 of 105).
At the end of the day, no...
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