R & I Trading of N.Y. v. Exec. Aircraft Interiors

Decision Date28 March 2022
Docket Number3:20-cv-00074 (MPS)
CourtU.S. District Court — District of Connecticut
PartiesR & I TRADING OF NEW YORK, INC. and R Y AVIATION INC., Plaintiffs, v. EXECUTIVE AIRCRAFT INTERIORS, LLC and JETS INTERIORS LLC, Defendants.

RULING ON MOTION FOR SUMMARY JUDGMENT

MICHAEL P. SHEA, U.S.D.J.

R &amp I Trading of New York, Inc. (“R & I”) and R Y Aviation Inc. (RY) (collectively Plaintiffs) bring this action against Executive Aircraft Interiors, LLC (EAI) and Jet Interiors, LLC, (collectively Defendants) alleging breach of contract and violations of the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. § 42-110a et seq. (“CUTPA”), arising from their agreement for EAI to refurbish the interior of R &amp I's jet. Defendants assert affirmative defenses, including waiver, absence of consideration, and frustration of purpose, and a counterclaim to recover payment for outstanding invoices issued to the Plaintiffs. Plaintiffs now move for summary judgment. ECF No. 132. For the reasons set forth below, I grant in part and deny in part the motion for summary judgment, and I deny as moot a motion to strike the Plaintiffs' reply brief.

I. FACTUAL BACKGROUND

The following facts are taken from the parties' Local Rule 56(a) Statements and from the record and are undisputed unless otherwise indicated.

A. The Parties' Negotiations and Performance Under Proposal No. 1147

EAI is a Connecticut limited liability corporation, ECF No. 10-1 at 1, of which Seeram James is the sole member, ECF No. 137 at 16. R & I and RY are incorporated in New York, ECF No. 1 at 2, and Ron Yeffet is the “sole owner and officer of both corporations, ” ECF No. 139 at 10-11. Steve Cordrey is employed by R & I and “deal[s] with … aircraft operation.” Id. at 13.

In March 2018, Plaintiffs brought a Gulf Stream jet (“Aircraft”) from Bank of America. Id. at 49, 51. RY is the owner of the Aircraft but R & I operates the Aircraft. ECF No. 154 at 2 ¶ 3; ECF No. 139 at 14. The Plaintiffs decided to refurbish the interior of the Aircraft before they even purchased it because when they looked at it, they “noted that it [] still [had] the original interior, ” which “was kind of worn.” Id. at 54.

In March 2018, Plaintiffs started to look for a company to refurbish the interior of the Aircraft. ECF No. 139 at 43. Around March 13, 2018, Cordrey reached out to James to discuss hiring EAI for the refurbishment. ECF No. 154 at 1 ¶ 1; see ECF No. 137 at 17-18. Cordrey then emailed James asking for a quote for the refurbishment and setting forth the following list of “items” that the Plaintiffs wanted completed during the refurbishment:

• 8 Club seats, new foam and covering
• 2, 4 place divans, new foam and covering
• new carpet from the beginning of the cabin to the baggage compartment,
• re-cover the dado panels
• Aft and forward lav seats re- covered to match interior.
• New entry and galley floor. vinyl of some sort.
• Get rid of the ugly inlay in both pop up tables and conference table
• New counter tops in the lays and galley, install a larger sink in the aft lav.

ECF No. 137-3 at 1. James understood that Yeffet owned the Aircraft through RY, ECF No. 154 at 2 ¶ 4; ECF No. 137 at 21, and that “Yeffet was shopping around for the best price” for the refurbishment project, ECF No. 154 at 2 ¶ 5; ECF No. 137 at 22. In addition to EAI, Plaintiffs also received estimates for refurbishment from Gulf Stream, Duncan, Stevens Aviation, Weststar Aviation, and “one or two others.” ECF No. 139 at 42. Yeffet had a “target number in mind” that he wanted to spend on the refurbishment of the Aircraft and the proposals from Gulf Stream, Duncan, Stevens Aviation, and Weststar Aviation were greater than the “target number.” Id. at 60. EAI provided the lowest estimate for the refurbishment compared to Gulf Stream, Duncan, Stevens Aviation, and Weststar Aviation. Id. at 271.

On March 14, 2018, James prepared a written work proposal (Proposal No. 1147) for EAI, ECF No. 154 at 2 ¶ 7; see ECF No. 137 at 24; ECF No. 137-4 at 2, which Yeffet signed, ECF No. at 137-4 at 2; ECF No. 139 at 86 (Cordrey testifying that Yeffet signed the proposal). Under the proposal, EAI agreed to perform the following work:

1. “SEAT: Remove[] all seats from aircraft, remove[] old dress covers and foam and recover[] with customer selected material, ”
2. “FWD & AFT DIVAN: (Leather or fabric)[:] Remove[] divan from aircraft, remove[] old dress covers and recover[] with customer selected material, ”
3. “CARPET: Remove old carpet from aircraft and install customer selected carpet, ” and
4. “WOODWORK: Remove inlay from the two … tables and large club seating table, replace veneer and spray with high gloss to match interior.”[1]

ECF No. 137-4 at 5-6; ECF No. 154 at 4 ¶ 13. In exchange for EAI's work, RY agreed to the following prices: (1) $103, 00 for the seats, (2) $36, 000 for the forward and aft divans, (3) $45, 600 for the carpet, and (4) $20, 000 for the woodwork. ECF No. 137-4 at 2. EAI's “shop rate” for labor [had] been deeply discounted” but EAI's “standards of excellence [would] … remain unchanged.” ECF No. 137-4 at 3. James explained that EAI offered such a discount for “most of [EAI's] larger jobs.” ECF No. 154 at 3 ¶ 9; ECF No. 137 at 25. Further, Proposal No. 1147 states that EAI is “committed to the highest standards of QUALITY and SERVICE” and “certifies that all workmanship and material will meet or exceed industry standards.” ECF No. 137-4 at 4. Proposal No. 1147 provided a “lead-time” of eight weeks and “downtime” of eight weeks from all material approval. ECF No. 137-4 at 7. “Lead-time” is the amount of time to obtain the materials to perform the work and “downtime” is the amount of time to perform the interior refurbishment. ECF No. 139 at 87-88. Proposal No. 1147 also provided a warranty for “twelve (12) months or five hundred (500) flight hours … ([whichever] one comes first) for craftsmanship associated with the interior refurbishments.” ECF No. 137-4 at 7. James explained that if a customer complained about EAI's work and EAI confirmed that the warranty applies to the complaint within the timeframes stated in the warranty, then EAI would “cover it.” ECF No. 137 at 38.

Plaintiffs brought the Aircraft to EAI's shop in Oxford, Connecticut in March of 2018. ECF No. 154 at 4 ¶ 14. EAI performed additional work on the Aircraft besides the work described in Proposal 1147. See ECF No. 137-4 at 8-9 (Invoice detailing the work performed by EAI); ECF No. 139 at 93 (Cordrey testifying that the invoice included additional work). On May 9, 2018, Cordrey and two others traveled to Oxford to retrieve the Aircraft. ECF No. 139 at 94, 147. Cordrey inspected the aircraft to ensure “that the [A]ircraft [was] airworthy” and that “nothing [was] falling off, nothing [was] ripped, [and] nothing [was] torn.” Id. at 95-96. Cordrey had the authority from the Plaintiffs to reject the delivery of the Aircraft if it was not airworthy. Id. at 100. EAI presented an invoice dated May 9, 2018 (“Invoice 1424”) to Cordrey for $83, 694.68. ECF No. 139 at 94-95; ECF No. 137-4 at 8-9. Invoice 1424 includes a $2, 764 charge for “American Express.” Id. at 9. James testified that he was unaware of any written agreement by the Plaintiffs to reimburse the credit card fee but that he thought “there was one agreement … in an e-mail and it was also discussed with Ron Yeffet verbal ….” ECF No. 137 at 171. There is also another proposal from EAI dated May 29, 2018 (Proposal No. 1154) in which EAI agreed to perform work on the Aircraft's headliner. ECF No. 137-4 at 10. Proposal No. 1154 is only signed by James. Id.

About “a day or two” after the Plaintiffs took back the Aircraft, Yeffet and Cordrey inspected the Aircraft, ECF No 139 at 102-03, noticing what they believed were flaws in EAI's work, id. at 103-04. Specifically, Cordrey testified that they identified “incorrect” stitching. Id. at 104. According to James, Cordrey conveyed those complaints-that “some of the seats [were] not appropriately done” and that [s]ome of the material was defective”-about two weeks after the Plaintiffs retrieved the Aircraft.[2] ECF No. 137 at 47; ECF No. 154 at 4 ¶¶ 15-16. James testified that “certain items” under Proposal No. 1147 fell below industry standards. ECF No. 137 at 42; ECF No. 154 at 9 ¶ 32. Around May 14, 2018, James traveled to New Jersey to discuss the issues with EAI's workmanship and materials. ECF No. 137 at 47, 51. Then in mid-June, EAI sent a technician to New Jersey to remove the seats from the Aircraft to address “some of the issues … identified” regarding the seats. Id. at 52. The technician took the seats to EAI's shop in Oxford, Connecticut. Id. In early July, EAI brought the seats back to New Jersey and reinstalled them in the Aircraft. Id. at 52-53. Cordrey created a list of issues with the seats, ECF No. 139 at 139-40, which included that the back leather was defective because of “large scarring, ” id. at 115-16. Cordrey testified that the “industry standard” is to “cut” out and not use the scarred leather material. Id. at 116. On July 5, 2018, Cordrey sent James two emails with the subject lines, “Stitching” and “Stitching 2, ” and with pictures of the Aircraft's seats. ECF No. 139-3; ECF No. 139-4. James testified that “a little bit after” EAI reinstalled the seats, id. at 54- 55, Cordrey informed him that the Plaintiffs still had issues with EAI's work, id. at 53, and that “Yeffet would not make any further payments on the project until the work was corrected, ” id. at 55; ECF No. 154 at 5 ¶ 20. Cordrey testified that he told EAI that RY would “not pay[] another dime of this invoice because [EAI] did not uphold [its] end of the [the] contract.” ECF No. 139 at 195; ECF No. 154 at 6 ¶ 22. EAI's second attempt...

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