United States District Court, D. Idaho
PEREGRINE FALCON LLC, Trustee of the Peregrine Falcon Leasing Trust, and FAST ENTERPRISES, LLC, a New York limited liability company, Plaintiffs,
PIAGGIO AMERICA, INC, a Delaware corporation, and CHARLIE BRAVO AVIATION, LLC, a Texas limited liability company, Defendants.
MEMORANDUM DECISION AND ORDER
Lynn Winmill Chief Judge
Court has before it a Motion to Dismiss (Dkt. 7) from
defendant Piaggio America, Inc., as well as a Motion to
Dismiss (Dkt. 18) filed by defendant Charlie Bravo Aviation,
LLC (“CBA”), both asserting a lack of personal
jurisdiction in the District of Idaho. Alternatively, both
Piaggio and CBA seek to compel arbitration of the dispute.
CBA further seeks a change of venue.
case arises from the sale of a personal aircraft, and the
plane's subsequent crash in Springfield, Illinois.
Plaintiffs Peregrine and Fast Enterprises bring contract and
tort claims against defendants Piaggio and CBA for the
manufacture and sale of the allegedly defective aircraft.
Litigation was initially filed in the Fourth Judicial
District of the State of Idaho, for the County of Ada, but
was removed to this Court under diversity jurisdiction, as
provided in 28 U.S.C. § 1332. See generally Notice
of Removal at 4, Dkt. 1.
heart of this claim is a somewhat complex network of business
entities. Piaggio is a Delaware corporation with its
principal place of business in West Palm Beach, Florida.
Piaggio Def's Br. at 3, Dkt. 7. CBA is a Texas
limited liability company with its principal operations in
Georgetown, Texas. CBA Def's Br. at ¶ 14,
Dkt. 18-1. Fast Enterprises is a New York limited liability
company whose principal office is in Greenwood Village,
Colorado, but has operations and agents in Boise, Idaho.
Am. Compl. at ¶ 2, Dkt. 1-3. Peregrine is an
Idaho trust established and existing under the laws of the
State of Idaho, which is principally located in Boise, Idaho.
See Am. Compl. at ¶ 1, Dkt. 1-3.
December 21, 2012, CBA entered into a sales agreement
(Agreement No. 1) to purchase a custom-built P. 180 Avanti II
aircraft manufactured by Piaggio. See Piaggio/CBA
Agreement, Dkt. 7-1. Agreement No. 1 was signed for
Piaggio by John M. Bingham, who was identified in the
agreement as “President & CEO.” Id.
René Banglesdorf signed for CBA and was identified as
a “Managing Member.” Id. Section 7,
paragraph D of the agreement stated that “any
controversy or claim between the parties arising out of or
relating to this Agreement, or the breach thereof, shall be
governed by Florida law and settled by arbitration in Miami,
FL. . . .” Id.
December 21, 2012, CBA contracted to sell the Plane to Fast
Enterprises (“Agreement No. 2). See generally Decl.
James Harrison, Exhibit 1-CBA/Fast Agreement,
Dkt. 32-1. Once again, Banglesdorf signed for CBA
under her title of “Managing Member, ” whereas
James Harrison Dated: behalf of Fast Enterprises under the
designation of “Point of Contact.” Id.
Notably, Harrison hand-wrote his address as located in Boise,
Idaho. Id. Like Agreement No. 1 above, Agreement No.
2 included an identical choice of law and arbitration clause
that required the application of Florida law and mandated
arbitration in Miami, Florida. Id.
delays on the part of Piaggio pushed back the date of
delivery. See First Amendment Sales Agreement, Dkt.
7-2. On September 23, 2013, Piaggio, CBA, and Fast
Enterprises all signed a First Amendment Sales Agreement
(“First Amendment”), which acknowledged the
existence of both Agreement No. 1 and Agreement No. 2, and
expressly stated that all three parties were involved in a
“back to back transaction.” Id. The
First Amendment set forth that the manufacturing delays
“directly impact FAST ENTERPRISES, making FAST
ENTERPRISES a third party beneficiary of Agreement No.
1.” Id. In essence, the First Amendment
reduced the price equally for CBA and Fast Enterprises to
compensate for the delays in manufacturing by Piaggio.
Id. The First Amendment did not identify a choice of
law provision, include a forum selection clause, or mandate
arbitration. However, it did confirm that Agreement No. 1 and
2 would, except as explicitly provided in the First
Amendment, “remain in full force and effect and
unamended by this Amendment.” Id.
December 18, 2013, Piaggio, CBA and Fast Enterprises entered
into a Second Amendment to the Sales Agreement (“Second
Amendment”). See Second Amendment to Piaggio P.180
Avanti II Aircraft Sales Agreements, Dkt. 7-3. Much like
the First Amendment, the Second Amendment was initiated due
to further delays in the manufacturing process and provided
additional discounts to both CBA and Fast Enterprises, paid
at the expense of Piaggio. See id.
order to compensate for the delays, Piaggio and CBA also
coordinated flight coverage for Harrison and other
Boise-based Fast employees into and out of Idaho. See,
e.g., Harrison Decl., Dkt. 32; Declaration
of Sarah Holman de Leon, Dkt. 30-2; Hissam
Depo. at 78:23-79:2, 94:6-16, 102:15-103:1, Dkt. 31-2;
Banglesdorf Depo. at 68:12-19, 73:8-22, Dkt. 31-3.
These trips spanned approximately nine months. Hissam
Depo. at 102:15-103:1, Dkt. 31-2. The flights were
scheduled through Western Aircraft or Mountain Aviation in
Idaho. Id. at 91:13-93:20. Both CBA and Piaggio
emailed Harrison directly in Idaho about the trips, and
coordinated with other Boise-based Fast employees by email.
See Declaration of Megan Mooney, Dkt. 30-9.
Additionally, CBA began helping Fast Enterprises screen
potential pilots to be based in Boise. See Harrison
Decl., Dkt. 32-6-8. In March 2013, Banglesdorf agreed to
travel to Boise, Idaho to make travel arrangements, and also
agreed to look at hangar space and interview at least two
pilots upon Fast's request and at its expense.
Banglesdorf Depo. at 23:23-24, Dkt. 31-3. However,
CBA did not complete these services. Id. at 23:1-15;
see also Def's Reply Br. at 4, ¶ 7, Dkt.
to accepting possession of the Plane, Fast Enterprises
entered into an Assignment of Aircraft Sales Agreement with
Peregrine on December 19, 2013. Assignment of Aircraft
Sales Agreement, Dkt. 31-1. The Assignment Agreement
recognized the transaction was to “ensure the
eligibility of the Aircraft for United States registration
with the Federal Aviation Administration. . . ” and
served as a “modification” of the December 21,
2012 Sales Agreement between CBA and Fast Enterprises.
Id. Signatories included Martin Rankin, a
“Managing Member” of Fast Enterprises and Dan
DeKeyrel, a “Manager” of Peregrine; it was
“Approved by” CBA and signed by Banglesdorf.
Id. This agreement assigned all ownership rights of
the Plane to Peregrine, and was to be “construed in
accordance with the laws of the State of Idaho. Id.
at ¶ 2.
record is somewhat unclear how the sale was ultimately
consummated. Allegedly, Piaggio delivered the Plane to CBA in
Wichita, Kansas (for alleged “accounting
reasons”) on December 20, 2013. Banglesdorf
Decl. at 3, ¶ 5, Dkt. 18-2. CBA then transported
the plane to Texas. Id. Fast Enterprises took
possession of the plane in Texas around that time.
Id. Peregrine then took possession of the Plane in
January 2014. Harrison Decl., at 3, ¶ 11, Dkt.
32. However, the FAA “Aircraft Bill of Sale”
states that the plane was sold directly from CBA to
Peregrine, listing its Boise office and address on December
20, 2013. Aircraft Bill of Sale, Dkt. 32-10. Both
Peregrine and Piaggio signed a “memo of final delivery
and receipt of wire” that listed each company's
representatives and the location of delivery as
“Denton, Texas.” See Decl. James Harrison,
Exhibit 15, Dkt. 32-15.
January 31, 2014, the Plane was being operated by Peregrine
on a round-trip flight from Boise, Idaho to the “east
coast.” Harrison Decl. at 4, ¶ 21, Dkt.
32. On a stopover flight from Madison, Wisconsin to
Springfield, Illinois, an alleged malfunction with the
Plane's landing gear caused the aircraft to make an
emergency landing. Am. Compl. at 3, ¶ 14-16,
Dkt. 1-3. Plaintiffs filed the present claims seeking to hold
Defendants liable for the damages resulting from the plane
Motions to Dismiss
Piaggio and CBA ask the Court to dismiss the claims against
them for lack of personal jurisdiction in Idaho. To establish
this Court has personal jurisdiction over a defendant, a
plaintiff must establish that the assertion of jurisdiction
is consistent with Idaho's long-arm statute (I.C.
§5-514(a)) and does not offend due process. See Lake
v. Lake, 817 F.2d 1416, 1420 (9th Cir. 1987)
(interpreting the Idaho long-arm statute). However, the Idaho
legislature, in adopting the state's long-arm statute,
intended the Idaho courts to exercise jurisdiction to the
fullest extent possible under the due process clause of the
United States Constitution. Id. Thus, the state
statutory and federal constitutional limits are
"coextensive, " and the Court need only determine
whether this Court's exercise of personal jurisdiction is
consistent with due process. Id. A court's
assertion of personal jurisdiction comports with due process
where the defendant has “certain minimum contacts with
[the state] such that the maintenance of the suit does not
offend ‘traditional notions of fair play and
substantial justice.'” Int'l Shoe Co. v.
Wash., 326 U.S. 310, 316 (1945) (quoting Milliken v.
Meyer, 311 U.S.457, 463 (1940)).
applying International Shoe, the Supreme Court
recognizes two categories of personal jurisdiction - general
and specific. Goodyear Dunlop Tires Operations, S.A. v.
Brown, 564 U.S. 915, 919 (2011). A defendant is subject
to general personal jurisdiction “when their
affiliations with the State are so ‘continuous and
systematic' as to render them essentially at home in the
forum state.” See Id. (citing
International Shoe Co. v. Washington, 326 U.S. 310,
317 (1945)). That is clearly not the case here, and
Plaintiffs appear to acknowledge that. But Plaintiffs do
contend that the defendants are subject to the specific
personal jurisdiction of the Idaho courts.
may assert specific jurisdiction over an out-of-state
defendant "when the suit 'aris[es] out of or
relate[s] to the defendant's contacts with the
forum."' Id. (quoting Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414
n.8 (1984)). Plaintiffs may establish a prima facie
case for specific jurisdiction by demonstrating (1) that
defendants have purposefully directed its activities at
Idaho, and (2) that their claims against defendants grow out
of defendants' forum-related activities. See Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985). If
both elements apply, the burden then shifts to the defendants
to make a “compelling case” that the exercise of
jurisdiction would be “unfair or unreasonable.”
bear the burden of proving that the Court has personal
jurisdiction over the defendants. Rano v. Sipa Press,
Inc., 987 F.2d 580 (9th Cir. 1995). Because the Court is
deciding this matter on the record, without holding an
evidentiary hearing, the plaintiffs need only establish a
prima facie showing of jurisdictional facts to
withstand a motion to dismiss. See Sher v. Johnson,
911 F.2d 1357, 1361 (9th Cir. 1990). In determining whether
plaintiffs have made a prima facie case,
“conflicts between the facts contained in the
parties' affidavits must be resolved in plaintiffs'
favor.” AT&T Company v. Compagnie Bruxelles
Lambert, 94 F.2d 586, 591 (9th Cir. 1996),
as amended, 95 F.3d 1156 (9th Cir. 1996).
Piaggios's Purposeful Availment.
argue that Piaggio has “purposefully availed
itself” of Idaho's jurisdiction by,
[E]ntering a contract for the sale of an airplane to be based
in Idaho, emailing Idaho residents regarding the Plane,
negotiating agreement terms with Idaho residents,
coordinating flights for Idaho residents to and from Idaho in
order to keep the agreement alive, and delivering the Plane
to an Idaho entity.
Pls' Resp. Br. at 11, Dkt. 30. Although Piaggio
does not dispute the alleged conduct, it maintains that such
conduct is insufficient for this Court to maintain