Ashford v. Aeroframe Services L L C
2:14-cv-00992
W.D. La.May 24, 2017Background
- Aeroframe, owned/managed by Porter, operated an aircraft-maintenance business at Chennault Airport and was indebted under a defaulted EADS note securing its equipment; it sought a buyer/partner in 2012–2013.
- ATS and Aeroframe executed NDAs (November NDA and May NDA) and an Exclusivity Agreement while negotiating an asset sale; parties dispute which NDA governed July 2013 dealings.
- ATS negotiated directly with the EADS note holder in July 2013 and purchased the note for $1.375 million; ATS then initiated foreclosure and reached a strict foreclosure agreement with Aeroframe on August 20, 2013.
- Around the same time Porter negotiated with competitor AAR for a possible sale and employment; Aeroframe voluntarily surrendered its hangar lease to AAR and ceased operations in early August, failing to pay employees.
- Plaintiffs (employee Ashford, Aeroframe, and Porter) sued ATS alleging Article 2315 tort, breach of contract, tortious and intentional interference, and LUTPA violations; ATS moved for summary judgment.
- The court held ATS's purchase/foreclosure did not create triable issues of fact on duty, causation, or egregious misconduct, found Aeroframe waived claims by the strict foreclosure agreement, and granted summary judgment for ATS.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether ATS owed plaintiff-employee a duty under La. Civ. Code art. 2315 for purchasing the EADS note | Ashford: ATS used confidential info and accelerated debt causing Aeroframe to close and employees to go unpaid | ATS: No contractual or legal duty to Ashford; evidence shows Aeroframe closed for other reasons (unpaid receivables) | Dismissed — Ashford failed to present evidence of duty or causation |
| Whether ATS committed intentional interference with contractual relations (corporate defendant) | Plaintiffs: ATS induced breach by buying/foreclosing on the note, preventing deals with AAR and employment for Porter/Ashford | ATS: Tort recognized only against corporate officers (not corporations); plaintiffs lack evidence of duty, malice, or causation | Dismissed — court refuses to extend tort to corporate entity and no causation shown |
| Whether ATS breached NDA(s) or Exclusivity Agreement | Aeroframe/Porter: ATS violated November NDA/Exclusivity by negotiating with EADS and buying the note without consent | ATS: May NDA governed July talks and imposed no obligations on ATS; Aeroframe directly connected ATS to EADS | Dismissed — May NDA controls; no breach and no material dispute showing improper use of confidential info |
| Whether ATS violated LUTPA (unfair/deceptive trade practices) | Plaintiffs: ATS acted with intent to harm/sabotage Aeroframe and AAR; conduct was egregious, deceptive, and caused ascertainable loss | ATS: Actions were legitimate business decisions, arms-length purchase; plaintiffs lack evidence of deceit, intent to harm, or causation | Dismissed — plaintiffs failed to show egregious misconduct, intent to harm, or causation; LUTPA claim not supported |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (summary judgment standard and evaluation of disputed facts)
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (movant may show absence of evidence as basis for summary judgment)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (U.S. 1986) (courts must assess whether evidence could lead a reasonable jury to find for nonmovant)
- 9 to 5 Fashions, Inc. v. Spurney, 538 So. 2d 228 (La. 1989) (recognition and limited scope of tort for intentional interference with contractual relations against corporate officers)
- Petrohawk Props., L.P. v. Chesapeake La., L.P., 689 F.3d 380 (5th Cir. 2012) (federal courts’ cautious application of 9 to 5 and limits on expanding that tort)
- Cheramie Servs., Inc. v. Shell Deepwater Prod., 35 So. 3d 1053 (La. 2010) (LUTPA requires egregious conduct—fraud, deceit, or intentional wrongdoing)