Entourage Custom Jets, LLC v. Air One MRO, LLC

• Decision Date: 08 May 2020
• Docket Number: Case No. 18-22061-WILLIAMS
• Parties: ENTOURAGE CUSTOM JETS, LLC, et al. Plaintiffs, v. AIR ONE MRO, LLC, et. al. Defendants.
• Court: U.S. District Court — Southern District of Florida

ENTOURAGE CUSTOM JETS, LLC, et al. Plaintiffs, v. AIR ONE MRO, LLC, et. al. Defendants.

Case No. 18-22061-WILLIAMS

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

May 8, 2020

ORDER DENYING DEFENDANTS' MOTIONS FOR SUMMARY JUDGMENT

This MATTER is before the Court on Miami Executive Aviation, LLC's ("Signature") motion for summary judgment (DE 63), Air One MRO, LLC's ("Air One") motion for summary judgment as to Plaintiffs' claims (DE 64), and Air One's motion for summary judgment as to its counterclaims against Entourage Custom Jets, LLC ("Genesis") (DE 65). The motions have been fully briefed. On May 6, 2020, the Court held a telephonic conference, during which the Parties presented oral arguments in support of their briefing. After the Parties made their arguments, the Court made bench rulings DENYING each motion in its entirety. This Order summarizes and supplements the Court's bench rulings.¹

I. LEGAL STANDARD

Summary judgment is appropriate "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law."Fed. R. Civ. P. 56(a). Under this standard, "[o]nly disputes over facts that might affect the outcome of the suit under the governing [substantive] law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). And any such dispute is "genuine" only "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id.

In evaluating a motion for summary judgment, the Court considers the evidence in the record, "including depositions, documents, electronically stored information, affidavits or declarations, stipulations . . . , admissions, interrogatory answers, or other materials . . . ." Fed. R. Civ. P. 56(c)(1)(A). The Court "must view all the evidence and all factual inferences reasonably drawn from the evidence in the light most favorable to the nonmoving party, and must resolve all reasonable doubts about the facts in favor of the non-movant." Rioux v. City of Atlanta, 520 F.3d 1269, 1274 (11th Cir. 2008) (quotation marks and citations omitted). At the summary judgment stage, the Court's task is not to "weigh the evidence and determine the truth of the matter but to determine whether there is a genuine issue for trial." Anderson, 477 U.S. at 249.

For issues for which the movant would bear the burden of proof at trial, the party seeking summary judgment "must show affirmatively the absence of a genuine issue of material fact: it must support its motion with credible evidence...that would entitle it to a directed verdict if not controverted at trial. In other words, the moving party must show that, on all the essential elements of its case on which it bears the burden of proof at trial, no reasonable jury could find for the non-moving party. If the moving party makes such an affirmative showing, it is entitled to summary judgment unless the non-moving party, in response, come[s] forward with significant, probative evidence demonstrating theexistence of a triable issue of fact." Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115-16 (11th Cir. 1993) (emphasis in original).

II. DISCUSSION

A. Signature's Motion for Summary Judgment (DE 63) is DENIED

1. The motion is DENIED as to Signature's argument that sections 16.02 and 11.02 of the Space Permit release Signature of its duty to secure the Facility and the aircrafts and property stored within.

i. The Court finds that a fact question exists as to the intent of the contracting parties to the Master Lease on whether Signature is permitted to delegate its security duties to Air One, thereby releasing Signature of its duty to secure the Facility.

ii. Contract interpretation is "a question of law" to be decided by the court "by reading the words of a contract in the context of the entire contract and construing the contract to effectuate the parties' intent." Feaz v. Wells Fargo Bank, N.A., 745 F.2d 1098, 1104 (11th Cir. 2014). "Under Florida law, if the terms of [a contract] are clear and unambiguous, a court must interpret the contract in accordance with its plain meaning." Key v. Allstate Ins. Co., 90 F.3d 1546, 1549 (11th Cir. 1996). "Although contract interpretation is generally a question of law for the Court, if the contract contains ambiguities, a question of fact for the jury may be presented." Assa Compania De Seguros, S.A. v. Codotrans, Inc., 2014 WL 11906600, at *3 (S.D. Fla. Sept. 12, 2014). "The initial determination of whether the contract term is ambiguous is a question of law for thecourt. Where the terms of the written instrument are disputed and reasonably susceptible to more than one construction, an issue of fact is presented as to the [contracting] parties' intent which cannot properly be resolved by summary judgment." Strama v. Union Fid. Life Ins. Co., 793 So. 2d 1129, 1131 (Fla. Dist. Ct. App. 2001); BKD Twenty-One Mgmt. Co., Inc. v. Delsordo, 127 So. 3d 527, 530 (Fla. Dist. Ct. App. 2012) ("contractual language is ambiguous [ ] if it is susceptible to more than one reasonable interpretation."); Laufer v. Norma Fashions, Inc., 418 So. 2d 437, 439 (Fla. 3d DCA 1982) ("A phrase in a contract is ambiguous when it is uncertain of meaning and disputed.").

iii. The Court finds sections 16.02 and 11.02 of the Master Lease to be ambiguous as to whether Signature holds a non-delegable duty to secure the Premises. There is no language in the Master Lease that clearly and unambiguously reflects the contracting parties' intent on whether Signature is either permitted to, or prohibited from, delegating its duty to secure the Premises to its sublessees. Moreover, the Parties' have presented divergent interpretations of sections 16.01 and 11.01, which the Court finds to be reasonable and supported by the contract language. See BKD Twenty-One Mgmt. Co., Inc., 127 So. 3d at 530 ("contractual language is ambiguous [ ] if it is susceptible to more than one reasonable interpretation."). Plaintiffs interpretation that these sections establish a non-delegable duty for Signature to secure the Premises is supported by language in section 16.01 stating thatSignature accepts "full" and "sole" responsibility for the "security and protection of the Premises." On the other hand, Signature argues that these sections are intended only to hold Miami-Dade harmless for the cost of securing the Premises, but are not intended to restrict Signature from delegating its security duties to its sublessees. This reading also finds support in section 16.01's language stating that Premises security "shall involve no cost to the lessor."

iv. Because the Court finds the Master Lease to be ambiguous on whether Signature possessed a non-delegable duty to secure the Premises, the intent of the contracting parties is an issue of fact to be resolved at trial. See Campaniello v. Amici P'ship, 832 So. 2d 870, 872 (Fla. Dist. Ct. App. 2002) ("Where each side argues that the contract is clear and unambiguous, but ascribes a different meaning to the 'unambiguous' language, the contract is rendered ambiguous and summary judgment is improper."); Palazzolo v. Fessler, 680 So. 2d 607, 608 (Fla. Dist. Ct. App. 1996) ("Where the wording of an agreement is ambiguous and the parties suggest different interpretations, the issue of proper interpretation becomes one of fact precluding grant of summary judgment.").

2. Signature's motion is DENIED as to its argument that it cannot be held liable for the subject losses under the doctrine of caveat lessee.

i. Assuming caveat lessee applies to cases involving negligent security, granting summary judgment is nonetheless inappropriate, because anissue of fact exists as to whether Signature maintained a possessory interest over the Facility and control over its security while Air One was its sublessee. If Signature had retained control over the security of the Facility during the term of Air One's lease, then it cannot rely on caveat lessee to shield itself from liability for the subject losses. See Floyd v. City of Sanibel, 2017 WL 4286430, at *4 (M.D. Fla. Sept. 27, 2017) ("if City retained control over the Woodhaven, caveat lessee does not apply.").

ii. "Under the doctrine, a lessor or seller cannot be liable for injuries to a buyer or other party caused as a result of a defect existing at the time the property was sold or lease." Craig v. Gate Mar. Properties, Inc., 631 So. 2d 375, 376 (Fla. Dist. Ct. App. 1994). "In cases involving a lease, however, the relationship (including possession and control of the lessor over the property) between the owner and the property will not necessarily be totally severed. The extent of responsibility for injuries occurring on the property during the term of lease will depend upon the extent the owner maintains a possessory interest or control over the instrumentality or land which contains a defect which is alleged to have been a proximate cause of the injuries suffered by a plaintiff. Thus, while an owner may not be responsible for injuries caused solely by the lessee's operations and activities on the leased premise, the owner may be liable to a third party where they have responsibility for maintenance,inspection, or oversight under the terms of the lease, or where the owner has maintained a possessory interest in the property." Id.

iii. Signature points to the deposition testimony of its corporate representative, Gonzalo Montoya, who explained that "they [Air One] have pretty much sole control of that space, which is the office and the hangar." But this testimony is not dispositive. Plaintiffs have pointed to multiple provisions in the Space Permit showing that Signature maintained control over the Facility, including its security. For example, paragraph 11 states, "[t]he terms and conditions of this Permit shall be subject and subordinate in all respects to the Master Lease, as amended from time to time, and any provision of such Master Lease required to be

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