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, Defendant.
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, a Pennsylvania company, Intervenor.
MEMORANDUM DECISION AND ORDER
Lynn Winmill, U.S. District Court Judge.
before the Court is Defendants' Motion to Dismiss (Dkt.
80). For the following reasons, the Court DENIES the motion.
Court has extensively detailed the background facts of this
litigation in its prior Memorandum Decision and Order. Dkt.
80. The Court will assume the reader's familiarity with
its prior decision.
Rule of Civil Procedure 8(a)(2) requires only “a short
and plain statement of the claim showing that the pleader is
entitled to relief, ” in order to “give the
defendant fair notice of what the ... claim is and the
grounds upon which it rests.” Bell Atlantic Corp.
v. Twombly, 550 U.S. 544, 555 (2007). While a complaint
attacked by a Rule 12(b)(6) motion to dismiss “does not
need detailed factual allegations, ” it must set forth
“more than labels and conclusions, and a formulaic
recitation of the elements of a cause of action will not
Supreme Court identified two “working principles”
that underlie Twombly in Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009). First, the court need not accept
legal conclusions that are couched as factual allegations as
true; the trial court “can choose to begin by
identifying pleadings that, because they are no more than
conclusions, are not entitled to the assumption of
truth.” Id. Rule 8 does not “unlock the
doors of discovery for a plaintiff armed with nothing more
than conclusions.” Id. at 678-79. Second, to
survive a motion to dismiss, a complaint must state a
plausible claim for relief. Id. at 679.
“Determining whether a complaint states a plausible
claim for relief will ... be a context-specific task that
requires the reviewing court to draw on its judicial
experience and common sense.” Id.
Idaho Contract Law Provides the Rule of Decision for
Fast's Contract-Based Claims
the Court address which law governs Fast's contract-based
claims. Fast and Peregrine (collectively, “Fast”)
argue that Idaho law governs. Dkt. 84 at 10-12. Conversely,
Piaggio argues that Florida law governs. Dkt. 80 at 8-9. The
Parties seemingly agree that a substantive conflict between
Florida and Idaho contract law exists. Applying the proper
choice of law analysis, the Court concludes that Idaho law
provides the rule of decision for Fast's contract-based
turning to that analysis however, the Court notes that
previously it held that Fast not bound by the arbitration
provision in Agreement No. 1. Dkt. 36 at 19. That same
provision also contains the following language: “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.” Dkt. 7-1 at 4. In its
reasoning regarding the applicability of the arbitration
provision to Fast, the Court included the following analysis
in a footnote: “the Court will rely on Idaho law and
ignore the choice of law provisions in Agreement No. 1
because neither Fast nor Peregrine were signatories to that
agreement.” Dkt. 36 at 19 n.1. Thus, the Court has
already suggested an outcome regarding this dispute.
analysis applying Idaho's choice-of-law case law confirms
the Court's conclusion. Idaho law requires the Court,
when determining which state has the “most significant
relationship to the transaction and the parties” to
consider five factors in determining what law to apply: (1)
the place of contracting, (2) the place of negotiation of the
contract, (3) the place of performance, (4) the location of
the subject matter of the contract, and (5) the domicile,
residence, nationality, place of incorporation and place of
business of the parties. Wayne Enters., LLC v.
McGhee, No. 1:15-cv-EJL-CWD, 2017 WL 1960662 (D. Idaho
May 10, 2017), citing Rest. Second Conflict of Laws §
analysis focuses solely on Agreement 1, which it argues was
negotiated, drafted, executed, and largely performed in
Florida. Because Piaggio improperly confines its analysis to
Agreement 1 and not the combined contents of Agreement 1,
Agreement 2, Amendment 1 and Amendment 2, its argument misses
the mark. Piaggio and Fast do not detail exactly where the
negotiation and execution of Amendment 1 and Amendment 2 took
place, but based on the incorporation of countersigning
language the Court infers, as it must at this stage, that the
negotiation and execution by Piaggio's and Fast's
representatives took place from their offices in Florida and
Idaho respectively. Dkt. 7-2; Dkt. 7-3. Thus, the first,
second, and fifth factors are neutral.
Court agrees with Fast that the third and fourth factors are
dispositive in favor of applying Idaho law. The plane at
issue in this case was delivered to Fast in Idaho.
Furthermore, Amendment 1 and Amendment 2 contemplate the
provision of charter services for Fast in Idaho during the
period that the plane was not available due to production
delays. Dkt. 7-2; Dkt. 7-3. Finally, the plane was intended
to be based out of Idaho and serviced by Fast's employees
in Idaho. Accordingly, Idaho has the most significant
relationship to the transaction, and its law must therefore
govern the Court's decision.
Fast Has Plausibly Alleged It Is in Privity of Contract with
Piaggio Regarding Delivery of an Airplane Free from
the Parties disagree over just what agreement, if any,
existed between Fast and Piaggio. According to Piaggio,
Fast's claim of privity rests solely upon Agreement 1 -
the contract signed solely by Piaggio and CBA. Dkt. 80 at
11-12. On the other hand, Fast argues that Amendment 1 and
Amendment 2 create a contractual relationship between Fast
and Piaggio. Dkt. 84 at 9-10, 12. The Court finds at this
stage that Fast has adequately alleged that contractual
privity exists between Fast and Piaggio.