Syntelco Ltd. v. Reish

          ORDER

          Honorable John Z. Boyle United States Magistrate Judge

         Pending before the Court is Plaintiff Azerbaijan Ministry of Defense's (AMOD) Motion for Summary Judgment against Defendant Robert Reish. (Doc. 78.) Defendant Reish has failed to file a response to the Motion and the time to do so has passed. Accordingly, after review, the Court will grant Plaintiff's Motion, enter judgment against Defendant Reish on Plaintiff's Breach of Contract Claim, and award damages to Plaintiff in the amount of $2.1 million.^[1]

         I. Background.

         The following facts are undisputed.

         a. Parties.

         Plaintiff AMOD is “a foreign government agency, by and through its Authorized Agent, Syntelco, Limited, a Limited Liability Company.” (Doc. 79, ¶ 1.) Defendant Robert Reish is an individual residing in Hawaii. (Id., ¶ 2.) Third party Defendants, Tina and Darin Cannon, reside in Arizona, and served as officers of Phoenix Heliparts (PHP), a company in the business of restoring and rebuilding damaged aircraft. (Id., ¶ 3.) PHP filed for Chapter 11 bankruptcy protection on September 21, 2015. (Id.)

         b. Helicopter Purchase Agreement Between AMOD and Reish.

         On November 11, 2015, AMOD and Reish entered into a Helicopter Purchase Agreement (Purchase Agreement) (doc. 78-6, Ex. F, at 1-4) for the sale and delivery of MD 530F helicopter, Serial Number 0041FF (the 41FF). (Doc. 79, ¶ 4.) Reish had previously purchased the 41FF from PHP for $1.395 million. (Id., ¶ 5.) The Purchase Agreement between Reish and AMOD required Reish to deliver the 41FF helicopter to AMOD in a fully-operational and airworthy condition. (Id., ¶ 6.) Specifically, the Purchase Agreement states:

Delivery Condition: The Helicopter will be delivered with all systems operational, Flight records up to date, all mandatory Federal Aviation Administration (“FAA”) Airworthiness Directives and Service Bulletins complied with..

(Doc. 78-6 at 3, ¶ 4.) In exchange for delivering a fully-operational 41FF helicopter, AMOD agreed to pay Reish $2.15 million. (Id. at 3, ¶ 1; Doc. 79, ¶ 7.) Also included in the Purchase Agreement is an integration clause, which states

This purchase agreement, along with the attached invoice and escrow statement, is the only contract controlling this purchase and sale of the said Helicopter, and contains all agreements, expressed or implied whether verbal or in writing, between the PURCHASER [AMOD] and the SELLER [Reish].

(Doc. 78-6 at 4, ¶ 11; Doc. 79, ¶ 9.) No. contract or agreement exists between Reish and AMOD beyond the Purchase Agreement. (Doc. 79, ¶ 8.) The Purchase Agreement's cover page provides that “[a]ny changes [to the Purchase Agreement] must be executed by [AMOD] and [Reish] in writing, and mutually agreed to.” (Id., ¶ 10; Doc. 78-6 at 2.)

         c. Performance Under the Purchase Agreement.

         On November 25, 2015, AMOD, via escrow, wired Reish the full purchase price of $2.15 million, fully performing its obligations under the Purchase Agreement. (Doc. 79, ¶¶ 11-12; Doc. 78-1, Ex. A, at 18-19 (Reish deposition transcript acknowledging that he received the full purchase price of the aircraft and that AMOD complied “with its obligations to [Reish] as the seller of this aircraft[.]”); Doc. 78-3, Ex. C, at 7 (Reish answering an interrogatory, affirming that he received a wire from AMOD via escrow on November 25, 2015, in the amount of $2.15 million).)

         Reish, despite receiving the full purchase price for the 41FF, “never delivered a fully-operational helicopter to AMOD at any time.” (Doc. 79, ¶ 13.) Reish asserts that he never delivered the 41FF helicopter to AMOD because it was PHP's responsibility to do so. (Id., ¶ 14.) “There is no written agreement between Reish and AMOD ‘that PHP is obligated to make it airworthy for them'” (id., ¶ 15), and “[t]here is no agreement between Reish and AMOD and PHP ‘that PHP would make the aircraft airworthy” (id., ¶ 16). To date, the 41FF ...