Indel Food Prods., Inc. v. Dodson Int'l Parts, Inc.
| Decision Date | 21 September 2021 |
| Docket Number | EP-20-CV-98-KC |
| Citation | 561 F.Supp.3d 722 |
| Parties | INDEL FOOD PRODUCTS, INC., Plaintiff, v. DODSON INTERNATIONAL PARTS, INC., Defendant/Third-Party Plaintiff, v. Gustavo Deandar, Third-Party Defendant. |
| Court | U.S. District Court — Western District of Texas |
Brock Morgan Benjamin, El Paso, TX, for Plaintiff.
Kristin Newman, Geffrey W. Anderson, Anderson & Riddle, L.L.P., Fort Worth, TX, for Defendant/Third-Party Plaintiff.
On this day, the Court considered Plaintiff Indel Food Products and Third-Party Defendant Gustavo Deandar's Motion for Summary Judgment ("Indel Motion"), ECF No. 31, and Defendant Dodson International Parts's Cross Motion for Summary Judgment ("Dodson Motion"), ECF No. 33. For the reasons set forth below, the Indel Motion is GRANTED in part and DENIED in part, and the Dodson Motion is DENIED .
The following facts are undisputed unless otherwise indicated. This case arises out of a contract dispute between Indel Food Products, Inc. ("Indel") and Dodson International Products, Inc. ("Dodson") for the sale of a damaged 2008 Piper aircraft ("Aircraft"). Dodson's Proposed Undisputed Facts ("Dodson PUF") ¶ 1, ECF No. 34. Gustavo Deandar is the owner and President of Indel. Id. ¶ 3. On January 24, 2019, Indel hired Josh Jordan of International Aviation Marketing ("IAM") to market the Aircraft for sale. Dodson PUF ¶ 5; Indel's Proposed Undisputed Facts ("Indel PUF") ¶¶ 1–2, ECF No. 32. The Marketing Agreement gave IAM, through Jordan, exclusive rights to market the Aircraft and to negotiate on Indel's behalf with all prospective buyers. Dodson PUF ¶ 65; Ex. 5 ("Marketing Agreement") at 1.1
On April 8, 2019, Jordan began negotiating with Dodson, through its employee Roger Evans ("Evans"), to sell the Aircraft to Dodson. Dodson PUF ¶¶ 6–7. On April 15, 2019, Dodson, through Evans, offered $75,000 for the Aircraft, "as is, where is, subject to an inspection." Id. ¶ 8. The next day, Jordan counteroffered $125,000. Id. ¶ 9. On May 16, 2019, Evans responded that Dodson would raise its offer to $80,000. Id. ¶ 10. On June 13, 2019, Jordan responded that Indel would accept $80,000 if they could close the deal within thirty days. Id. ¶ 11; Indel PUF ¶ 5. Evans responded that he did not know whether Dodson's schedule could accommodate the thirty-day deadline. Dodson PUF ¶ 12. On June 26, 2019, Evans requested to push the acceptance deadline out, and Jordan agreed to extend the deadline by a few days if Dodson would inspect the Aircraft soon after. Dodson PUF ¶¶ 15–16; Indel PUF ¶ 9. Evans agreed. Dodson PUF ¶ 17; Indel PUF ¶ 10. Jordan then sent Evans the Aircraft Purchase Agreement ("APA"). Dodson PUF ¶ 17. On June 28, 2019, Evans, on behalf of Dodson, signed the APA. Dodson PUF ¶ 18. On July 1, 2019, Deandar, on behalf of Indel, signed the APA. Id. ¶ 19. On July 3, 2019, Dodson deposited an $8,000 security deposit in escrow, as required by the contract. Id. ¶ 22.
The APA contains several provisions related to timing. Section 1 requires that Dodson inspect the aircraft within twelve business days of the execution of the agreement by both parties. Dodson PUF Ex. 7 ("APA") ¶ 1. Inspection includes "logbook review and visual inspection of the aircraft." Id. As such, at the time of signing, the inspection deadline was July 18, 2019. Indel PUF ¶ 14. Section 5 requires Dodson to accept or reject the Aircraft within four business days of inspection.
APA ¶ 5. Section 4 also specifies that the Aircraft was being sold "as is, where is" and that Indel was "offering no warranties or guaranties of any kind whatsoever." Id. ¶ 4.
On July 22, 2019, Evans inspected the aircraft. Dodson PUF ¶ 27; Indel PUF ¶ 14. The parties dispute whether Jordan was authorized to facilitate this inspection date, which was beyond twelve business days after the date of signing. Compare Dodson PUF ¶¶ 24–25 with Indel Resp. Dodson PUF ¶ 24, ECF No. 40 (). Jordan set up the inspection date after confirming with Deandar's mechanic that he would be available on that date because the mechanic was in possession of certain parts of the Aircraft. Dodson PUF ¶¶ 24–25. Deandar was not present for the inspection of the Aircraft, id. , and Jordan did not inform him of the inspection date ahead of time. Dodson PUF Ex. 4 ("Deandar Deposition") at 57:12–18. Hours after the inspection, Deandar emailed Jordan stating that Deandar considered the APA "no longer binding" because the inspection took place "outside of the 12 business days agreed after [they] signed [t]he purchase agreement." Dodson PUF ¶ 30. On July 23, 2019, Deandar emailed Jordan, "I never agreed to the inspection date, it was our mechanic that answered you, look at your emails." Id. ¶ 32.
When Evans inspected the Aircraft, he could not inspect the logbooks and maintenance records because they were not were not available. Id. ¶ 27. Evans told Jordan that he would need to inspect a full copy of the records before Dodson could accept the Aircraft. Id. ¶ 2; Indel PUF ¶ 14. On July 24, 2019, Evans emailed Jordan stating that Dodson was "physically accepting" the Aircraft but still needed the logbooks. Dodson PUF ¶ 33. Evans's email stated that Dodson would need the records by July 26, 2019, which, according to Evans's understanding, was the date that the APA required Dodson to accept or reject the Aircraft. Id. ¶ 34; APA ¶ 5 (). The email explained that Dodson was interested in the Aircraft, but if Dodson did not receive the logbooks by July 26, 2019, Dodson would have to temporarily decline the Aircraft: Dodson PUF Ex. 10 at 13. Jordan then provided partial logbooks to Evans and asked for that to "suffice until Friday" because he would not be able to obtain the entire logbooks until after July 26, 2019. Id. ¶ 35; Indel PUF ¶ 20. Jordan then amended the APA to extend the acceptance timeframe, and Evans signed and returned the agreement. Dodson PUF ¶¶ 36–37.
On August 1, 2019, Evans inquired about the logbooks and Jordan informed him that Deandar no longer wanted to sell the Aircraft. Id. ¶¶ 38–39. A few days later, Evans attempted to accept the Aircraft without inspecting the logbooks, and Jordan reiterated that Deandar did not want to sell. Id. ¶¶ 40–41. After August 5, 2019, no one from Dodson was able to contact Jordan, Deandar, or anyone from Indel, despite several attempts. Id. ¶¶ 43, 46–47.
Separately, at some point in July 2019, a business associate of Judy and/or Maurice Hovious referred the Hoviouses to the Aircraft, which allegedly was still for sale. Dodson PUF ¶ 50. The Hoviouses traveled to El Paso to inspect the Aircraft. Id. ¶ 55. The Hoviouses and Deandar verbally agreed to a price of $165,000, contingent on the Aircraft's propeller and engine passing a full inspection. Id. ¶¶ 57–58. In mid-September 2019, the Hoviouses sent Deandar a letter describing their agreement to purchase the Aircraft for $165,000 and Deandar's guarantee that the Aircraft's title was clear with no liens which Deandar confirmed. Id. ¶¶ 59–60, 88. Because Deandar never provided the logbooks to the Hoviouses, they did not purchase the Aircraft. Dodson PUF Ex. 13 ("Maurice Hovious Affidavit") ¶ 5; Ex. 14 ("Judy Hovious Affidavit") ¶ 5.
On August 13, 2019, Dodson filed a certificate of registration for the Aircraft with the Federal Aviation Administration ("FAA"). Indel PUF ¶ 21. The application included the APA as amended on July 24, 2019, which was signed by Evans but was not signed by a representative of Indel. Id. ¶ 22. On September 11, 2019, the FAA rejected Dodson's application because it lacked "original evidence of ownership or bill of sale signed by the seller." Id. ¶ 23.
On February 20, 2020, Indel filed this action in Texas state court, suing Dodson for breaching the APA by failing to inspect the Aircraft within the timeframe specified in the APA. Indel Original Pet., ECF No. 1-1. On April 9, 2020, Dodson removed the case to federal court. Dodson Not. of Removal, ECF No. 1. On June 12, 2020 Dodson filed a counterclaim against Indel, alleging that Indel breached the APA by failing to provide the Aircraft's logbooks as part of the inspection and violated the Texas Deceptive Trade Practices Act ("DTPA"). Dodson Countercl., ECF No. 9. Dodson then amended the counterclaim to add Deandar as a third-party defendant alleging that Deandar tortiously interfered with Dodson's contract with Indel. See Dodson Am. Countercl., ECF No. 13.
A court must enter summary judgment "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) ; see Celotex Corp. v. Catrett , 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) ; Weaver v. CCA Indus., Inc. , 529 F.3d 335, 339 (5th Cir. 2008). "A fact is ‘material’ if its resolution in favor of one party might affect the outcome of the lawsuit under governing law." Sossamon v. Lone Star State of Tex. , 560 F.3d 316, 326 (5th Cir. 2009) (quoting Hamilton v. Segue Software, Inc. , 232 F.3d 473, 477 (5th Cir. 2000) (per curiam)). A dispute about a material fact is genuine only "if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ; Ellison v. Software...
To continue reading
Request your trial