Hawaiian Airlines, Inc. v. AAR Aircraft Servs., Inc.

• Decision Date: 07 March 2016
• Docket Number: Case No. 1:14–cv–20560–KMM
• Citation: 167 F.Supp.3d 1311
• Parties: Hawaiian Airlines, Inc., Plaintiff, v. AAR Aircraft Services, Inc., f/k/a AAR Aircraft Services—Miami, Inc., and Mankiewicz Coatings, LLC, Defendants.
• Court: U.S. District Court — Southern District of Florida

167 F.Supp.3d 1311

Hawaiian Airlines, Inc., Plaintiff,

v.AAR Aircraft Services, Inc., f/k/a AAR Aircraft Services—Miami, Inc., and Mankiewicz Coatings, LLC, Defendants.

Case No. 1:14–cv–20560–KMM

United States District Court, S.D. Florida.

Signed March 7, 2016

Anthony U. Battista, Christopher R. Christensen, Evan M. Kwarta, Nicole M. Smith, Condon & Forsyth, LLP, New York, NY, Robert C. Owens, Homestead, FL, for Plaintiff.

Dana Gibson Bradford, II, James Harvey Cummings, James Whitelaw Middleton, Smith, Gambrell & Russell, LLP, Jacksonville, FL, for Defendants.

ORDER GRANTING DEFENDANT MANKIEWICZ COATINGS, LLC'S MOTION FOR SUMMARY JUDGMENT AND DENYING HAWAIIAN AIRLINES, INC.'S MOTION FOR PARTIAL SUMMARY JUDGMENT

K. MICHAEL MOORE

, CHIEF UNITED STATES DISTRICT JUDGE

This cause is before the Court on Plaintiff Hawaiian Airlines, Inc.'s (“HAL”) and Defendant Mankiewicz Coatings, LLC's (“Mankiewicz”) cross-motions for summary judgment. HAL moves for partial summary judgment, [D.E. 171], while Mankiewicz moves for full summary judgment, [D.E. 191]. For the reasons that follow, Mankiewicz's motion for summary judgment is granted.

I. BACKGROUND

This is an action for damages brought by HAL, a commercial airline based in Honolulu, Hawaii, against Mankiewicz, a seller and distributor of commercial paint products, relating to alleged accelerated filiform corrosion sustained on the fuselages of eleven of HAL's Boeing B717 aircrafts.¹ HAL's claims are based primarily on allegations that Mankiewicz misrepresented the suitability of its chromate-free (“CF”) paint system for use on HAL's 717s, which HAL relied on in using Mankiewicz paint products to repaint those aircrafts. Based on these allegations, HAL asserts various contractual, warranty, misrepresentation, and statutory claims against Mankiewicz.

In 2008, HAL purchased several Airbus A330 aircrafts.² Through this purchase, HAL engineer Christina Tredway, among other HAL representatives, learned from Airbus that Mankiewicz's CF primer and paint was used on the A330s, and that the paint system was Airbus Original Equipment Manufacturer (“OEM”) approved. HAL's engineers were impressed by the fact that the Mankiewicz paint system was lighter, dried quicker, had superior color retention, and was safer for the environment than systems using chromate-based primers.

The following year, HAL decided to repaint its existing fleets of Boeing 717s and 767s. Looking to use a uniform paint system, Tredway and Mankiewicz's Director of Sales and Marketing, Phong Lai, arranged a meeting in Hawaii to discuss extending the use of Mankiewicz's CF paint system on HAL's 717s and 767s.

On August 3, 2009, Mankiewicz's Managing Director, Peter Dietz, and Lai flew to HAL's headquarters in Honolulu to meet with HAL representatives. At the meeting, Mankiewicz marketed its CF paint system as Airbus OEM approved, but not Boeing OEM approved.

After the presentation, Tredway emailed Mankiewicz a draft of HAL Engineering Specification Document 51002 (the “ESD”). The ESD approved two options for repainting the exteriors of its Boeing 717s and 767s. The first option specified Mankiewicz's CF paint system as the “preferred method of paint.” The second option specified a chromate-based paint system, which was Boeing OEM approved and met the DMS 2104 standard for 717s.³

Two weeks later, Mankiewicz provided HAL's engineering team with test data showing that its CF primer system complied with Airbus specifications and Aerospace Material Specification 3095 (“AMS 3095”).⁴ HAL engineer and corporate representative, Dan Smith, reviewed this data—which HAL admits was correct—and confirmed that Mankiewicz's CF paint system passed all corrosion-related tests.

Several months later, in October 2009, HAL finalized, reviewed, and approved the ESD specifying Mankiewicz's CF paint system as the “preferred method” for repainting HAL's 717s. In reviewing and signing off on the ESD, HAL relied on test data, not sales presentations.

HAL knew Mankiewicz's CF primer system was chromate-free, not Boeing OEM approved, and not included in Boeing's Qualified Parts List (“QPL”) of the 717 maintenance manual, which HAL engineers had access to and were familiar with. When deposed, neither Smith nor anyone else from HAL could identify a specific written or oral statement from Mankiewicz in 2009 that its CF paint products were Boeing approved or would meet the DMS 2104 standard.

HAL had an ongoing, decades-long relationship with Boeing and McDonnell–Douglas for Boeing and legacy McDonnell–Douglas aircrafts. HAL had previously called Boeing personnel with questions or concerns regarding the use of certain paint products on its aircrafts. On this occasion, however, HAL did not ask Boeing whether Mankiewicz's CF paint system met Boeing specifications, was Boeing OEM approved, or would meet HAL's particular needs.

About a month after approving the ESD, HAL contracted with AAR Aircraft Services, Inc. (“AAR”), a maintenance, repair, and overhaul company located in Miami, Florida, to refurbish eleven of HAL's 717s. Part of the refurbishment included repainting the 717s using Mankiewicz's CF paint system.⁵

HAL did not contract directly with Mankiewicz to purchase the CF paint products. Instead, AAR purchased the paint products directly from Mankiewicz, which it would then use to repaint the 717s. HAL did not discuss with AAR why HAL chose the Mankiewicz paint system.

As part of its agreement with HAL, AAR submitted a series of purchase orders (“POs”) to Mankiewicz to purchase the CF paint products specified by HAL. Mankiewicz responded by tendering corresponding order confirmations (“OCs”), followed by delivery notes and invoices, setting forth the quantities, prices, and terms of the products purchased by AAR. Certain of AAR's POs referenced HAL or specific HAL 717 tail numbers so that AAR would know to bill the invoice to HAL. HAL is not mentioned in Mankiewicz's OCs or delivery notes, nor is HAL mentioned in the “terms and conditions” of the POs. Mankiewicz's Managing Director, Peter Dietz, testified that he intended Mankiewicz to be the primary beneficiary of the agreements.

From 2010 to 2011, AAR stripped, pretreated, and repainted eleven of HAL's 717s on a rolling basis. AAR also inspected and verified that the stripping and repainting conformed to HAL's engineering documents.

In 2012 and 2013, HAL began discovering what it characterizes as accelerated filiform corrosion on the 717s repainted by AAR. After being advised of the corrosion issue, Boeing personnel traveled to Hawaii to examine the aircrafts. Boeing conducted a visual inspection of certain 717s and took three paint chip samples for testing from one 717. Boeing's engineers did not perform a causal analysis for the corrosion, but instead tested the paint chips for the presence of chromate only. The test results confirmed that Mankiewicz's paint products do not contain chromate. Based on this finding, Boeing's engineers concluded that HAL's use of a non–OEM approved primer was one of the causes of the filiform corrosion to the 717 fuselages, referring to it as the “root cause.”

On June 30, 2014, HAL filed its Amended Complaint alleging claims against Mankiewicz for breach of contract (Count I), breach of third-party beneficiary contract (Count II), breach of implied warranty of merchantability (Count III), breach of implied warranty of fitness for a particular purpose (Count IV), breach of warranty (Count V), breach of the duty of good faith and fair dealing (Count VI), misrepresentation (Count VII), unjust enrichment (Count VIII), violation of the Florida Deceptive and Unfair Trade Practice Act (“FDUTPA”) (Count IX); and violation of the Magnuson–Moss Warranty Act (Count X).⁶

Each of HAL's claims arise from alleged “misrepresentations” or verbal “warranties” made by Mankiewicz to HAL that its paint products were OEM approved, complied with all applicable specifications, including FAA requirements, and would meet HAL's specific operational needs, including being suitable for the particular environmental conditions in which HAL's 717s routinely operate.⁷ The Amended Complaint also alleges that Mankiewicz withheld from HAL the results of a 2008 Boeing BMS 10–72 test.

HAL has moved for partial summary judgment on its contract– and warranty-based claims, and Mankiewicz has cross-moved for summary judgment on all of HAL's claims.

II. LEGAL STANDARD

Summary judgment is appropriate where there is “no genuine issue as to any material fact [such] that the moving party is entitled to judgment as a matter of law.” Celotex Corp. v. Catrett , 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)

. A genuine issue of material fact exists when “a reasonable jury could return a verdict for the non-moving party.” Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 249, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). “If reasonable minds could differ on the inferences arising from undisputed facts, then a court should deny summary judgment.” Allen v. Tyson Foods, Inc. , 121 F.3d 642, 646 (11th Cir.1997) (citations omitted). But if the record, taken as a whole, cannot lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial, and summary judgment is proper. Matsushita Elec. Indus. Co. v. Zenith Radio Corp. , 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). In deciding a motion for summary judgment, the court must view all of the evidence in the light most favorable to the non-moving party, drawing all reasonable inferences in the non-movant's favor. Id .

Cross motions for summary judgment do not change the standard. Westport Ins. Corp. v. VN Hotel Grp., LLC , 761 F.Supp.2d 1337, 1341 (M.D.Fla.2010)

(citing Latin Am. Music Co. v. Archdiocese of San Juan of Roman Catholic & Apostolic Church, 499 F.3d 32, 38 (1st Cir.2007) ). Rather, “[c]ross-motions must be considered separately, as each movant bears the burden of establishing that no genuine issue of material fact exists and...