In re Jet 1 Center, Inc.

• Decision Date: 02 September 2004
• Docket Number: Adversary No. 04-110.,Bankruptcy No. 9:03-BK-26514-ALP.
• Citation: 319 B.R. 11
• Parties: In re JET 1 CENTER, INC., Debtor. Jet 1 Center, Inc., a Florida Corporation, Plaintiff/Counter-defendant, v. City of Naples Airport Authority, Defendant/Counter-plaintiff and Third Party Plaintiff, v. Jet 1 Center, Inc., et al., Counter-defendant and Third Party Defendants.
• Court: U.S. Bankruptcy Court — Middle District of Florida

319 B.R. 11

In re JET 1 CENTER, INC., Debtor.

Jet 1 Center, Inc., a Florida Corporation, Plaintiff/Counter-defendant, v. City of Naples Airport Authority, Defendant/Counter-plaintiff and Third Party Plaintiff, v. Jet 1 Center, Inc., et al., Counter-defendant and Third Party Defendants.

Bankruptcy No. 9:03-BK-26514-ALP.

Adversary No. 04-110.

United States Bankruptcy Court, M.D. Florida, Ft. Myers Division.

September 2, 2004.

Lori V. Vaughan, Foley & Lardner, Tampa, FL, Lead Attorney, for Jet 1 Center, Inc., a Florida Corporation/Counterdefendant and Third Party Defendants, Plaintiff.

David M. Hayes, Bond, Schoeneck & King, PLLC, Syracuse, NY, Lead Attorney, Louis X. Amato, PA, Naples, FL Lead Attorney, Peter J. Iacono, Naples, FL, Lead Attorney, for City of Naples Airport Authority, Counterplaintiff and Third Party Plaintiff, Defendant.

Alberto A Macia, Budd Bennett & Macia, Naples, FL, Lead Attorney, for Beasley Aircraft Leasing, LLC, 3rd Pty. Defendant.

ORDER DENYING MOTION TO DISMISS SECOND AMENDED COMPLAINT

(Doc. No. 38)

ALEXANDER L. PASKAY, Bankruptcy Judge.

The matter under consideration in the above-captioned adversary proceeding is Motion to Dismiss Second Amended Complaint and Memorandum of Law in Support Thereof (Doc. No. 38), filed by the City of Naples Airport Authority (NAA). A brief recap of the relevant facts and procedural history of this adversary proceeding should be helpful and is as follows.

Prior to the initiation of this Chapter 11 case of Jet 1 Center, Inc. (Debtor), the Debtor and the NAA were involved in two separate state court actions. The first case was filed in August of 2000 and was initiated by the Debtor against the NAA. In this suit, the Debtor sought declaratory relief regarding its rights under certain leases it had with the NAA. This litigation has been termed the "Eviction Action," most likely because the NAA counterclaimed and sought to evict the Debtor and its subtenants from the airport operated by the NAA.

After the Eviction Action, the NAA initiated a second state court action against the Debtor and sought an injunction against the Debtor from conducting any fueling operations at the airport. This action has been termed the "Injunction Action." The state court judge in the Injunction Action held a trial and at the end of the trial determined that an injunction was appropriate against the Debtor and enjoined the Debtor from fueling at the airport. The state court judge also determined that the NAA had properly terminated the Debtor's fueling permit.

After the trial of the Injunction Action, the Debtor filed its Petition for Relief under Chapter 11, which of course, stayed all pending litigations with the NAA. Prior to the commencement of this Chapter 11 case, the Debtor sought leave in the circuit court to file an amended compliant which the circuit court denied. The Debtor then filed a notice of removal of a civil suit thereby initiating the above-captioned adversary proceeding, which is the removal of the Eviction Action before this Court. Once the Eviction Action was removed to this Court, the Debtor filed its motion for leave to file second amended complaint and to join additional defendants.

In due course, this Court heard argument in support of and in opposition to the motion for leave to amend and ultimately, this Court granted the motion and allowed the Debtor to file its Second Amended Complaint, the pleading which is now sought to be dismissed by the NAA.

The Second Amended Complaint is a ten-count complaint where the Debtor seeks the following relief:

CountI — declaratory relief against the NAA regarding the Debtor's rights arising from certain leases, fuel permits and other written instruments;

Count II — declaratory relief against the NAA regarding the fuel prices charged to the Debtor by the NAA;

Count III — injunctive relief and attorneys' fees against the NAA based upon a violation of Section 1 of the Sherman Act, 15 U.S.C. § 1 for price fixing fuel prices which is alleged to be a per se violation of federal antitrust laws;

Count IV — injunctive relief and attorneys' fees against the NAA based upon a violation of Section 2 of the Sherman Act, 15 U.S.C. § 2, alleging that the NAA has a monopoly on all fueling, tiedown services and aircraft storage, which is a an attempt to monopolize a part of trade or commerce in violation of the Sherman Act;

Count V — injunctive relief and attorneys' fees against the NAA based upon the Florida Antitrust Act, Fla. Stat. § 542.18, alleging that all contracts, combinations or conspiracy in restraint of trade is unlawful;

Count VI — injunctive relief and attorneys' fees against the NAA based upon the Florida Antitrust Act, Fla. Stat. § 542.19, alleging that the NAA is attempting to monopolize a part of trade or commerce, which is a violation of the Florida Antitrust Act;

Count VII — unconstitutional impairment of contract against the NAA pursuant to Article I Section 10 of the Florida Constitution and Article I Section 10 of the United States Constitution, which prohibit the government from passing any law which impairs the obligation of contract;

Count VIII — promissory estoppel against the NAA;

Count IX — denial of exclusive rights against all defendants pursuant to 42 U.S.C. § 1983; and

Count X — denial of self-fueling rights against all defendants pursuant to 42 U.S.C. § 1983.

In the Motion to Dismiss, the NAA asserts several basis for dismissal of the Complaint, including but not limited to issue preclusion, claim preclusion, a total bar under the doctrine of state action immunity, a total bar because the NAA is exempt from Florida antitrust claims, and absolute immunity. The NAA provided extensive legal authority for its proposition, together with facts to support its claim.

In opposition to the Motion to Dismiss, the Debtor asserts that many of the cases are distinguishable, that the NAA's spin on the facts are much broader than the narrow claims that the Debtor has asserted and that the Motion to Dismiss is a disguised motion for summary judgment.

In response, the NAA asserts that the Motion to Dismiss can be dealt with as an alternative motion for summary judgment, especially in light of the fact that the NAA provided notice to the Debtor that it was seeking summary judgment.

General Principles Governing Motions to Dismiss

It is generally recognized that for the purposes of a motion to dismiss, the court shall construe pleadings liberally, and if there is any possibility of relief, the case should not be dismissed. Yeitrakis v. Schering-Plough Corp., 804 F.Supp. 238 (D.N.M.1992). The purpose of a motion to dismiss a complaint for failure to state a claim is to test the statement of the claim for relief as set out in the complaint. The motion should be granted only if it appears that no relief can be granted under any set of facts that could be proved consistent with the allegations. Harris v. Mississippi Valley State University, 899 F.Supp. 1561 (N.D.Miss.1995).

The granting of a motion to dismiss is a harsh remedy. It is without dispute that it must be cautiously studied, both to effectuate the spirit of the liberal rules of the pleading and to protect the interest of justice. Carlson v. U.S. ex rel U.S. Postal Service, 248 F.Supp.2d 1040 (N.D.Okla.2003). To resolve a motion to dismiss, the court must accept as true all factual allegations in the complaint, construe the record in favor of plaintiff, and decide whether as a matter of law, the plaintiff could prove no set of facts which would entitle it to relief. Parker v. Wakelin, 882 F.Supp. 1131 (D.Me.1995); Straka v. Francis, 867 F.Supp. 767 (N.D.Ill.1994); Bensch v. Metropolitan Dade County, 855 F.Supp. 351 (S.D.Fla.1994).

Treating a Motion to Dismiss as a Motion for Summary Judgment

As a general proposition, on a motion to dismiss, the court must limit its analysis to the four corners of the complaint and it may dismiss the complaint only if it is clear that the plaintiff can prove no set of facts upon which it would be entitled to relief. Bharucha v. Reuters Holdings PLC, 810 F.Supp. 37 (E.D.N.Y.1993). In the case of Harvey M. Jasper Retirement Trust v. Ivax Corp., 920 F.Supp. 1260 (S.D.Fla.1995), the court held that consideration of matters beyond the complaint is improper in the context of a motion to dismiss.

In the present instance, in the Motion to Dismiss filed by the NAA, it for the first time raises the point in the prayer for relief that this Court could or should, in the alternative, treat the Motion to Dismiss as a Motion for Summary Judgment and should consider all of the documentation offered into evidence. Courts are not in uniform agreement of whether it is proper to treat a motion to dismiss as a motion for summary judgment.

According to the Note to the 1946 Amendment to the Federal Rules of Civil Procedure, under Fed.R.Civ.P. 12, prior to this Amendment, there was a split of authority on how courts of appeals considered matters outside of the complaint, such as affidavits and depositions. Under the first line of decisions, courts generally accepted the use of affidavits and other extraneous materials in considering a motion to dismiss. Boro Hall Corp. v. General Motors Corp., 124 F.2d 822 (2nd Cir.1942), cert. denied, 317 U.S. 695, 63 S.Ct. 436, 87 L.Ed. 556 (1943); Gallup v. Caldwell, 120 F.2d 90 (3rd Cir.1941). On the other hand, in the second line of cases, courts reversed judgment of lower courts to prevent a final determination on a mere pleading alone. Sparks v. England, 113 F.2d 579 (8th Cir.1940); Continental Collieries, Inc. v. Shober, 130 F.2d 631 (3rd Cir.1942); Downey v. Palmer, 114 F.2d 116 (2nd Cir.1940).

In 1946, the amendment to subdivision (b) makes it clear that on a motion...