Boulder Falcon, LLC v. Robert Brown, an individual, and IFLYAJET, INC., a Georgia corporation; Boulder Falcon, LLC, a Utah limited liability company, Boulder Ventures Development, INC., a Utah corporation, and Jeffrey M. Vitek, an individual, 720 F.Supp.3d 1175

Background

Boulder Falcon, LLC sued Robert Brown and IFLYAJET, Inc. over rights and obligations relating to a purported "Shared Ownership Agreement" for a Dassault Falcon 50 aircraft.
The underlying dispute centers on whether a valid, enforceable contract was formed, based not only on signature but also alleged actions consistent with contract terms (such as payments).
Both sides assert breach of contract and various tort and equitable claims, including conversion, unjust enrichment, specific performance, and alter ego/veil piercing.
On cross-motions for partial summary judgment, each party argued the other's claims should be disposed of as a matter of law, particularly focusing on contract formation, breach theories, remedies, and counterclaims.
The court determined that genuine disputes of material fact remain regarding contract formation, potential breaches, and alter ego liability, making most issues appropriate for trial.
The only claim disposed of on summary judgment was Boulder Falcon's request for specific performance, which was denied as a matter of equity; all other claims survived for trial.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether contract was formed	Boulder Falcon claims conduct and payments showed intent to be bound, even if not signed.	Brown/IFJ argue no contract formed due to lack of signature/delivery after changes.	Genuine dispute exists; issue for jury.
Whether claim for damages is barred	Boulder Falcon says contract allows damages for breach.	Brown/IFJ say exculpation clause bars damages claims.	Damages for breach explicitly allowed; not barred.
Summary judgment on breach of contract	Boulder Falcon provides multiple breach theories supported by payments and conduct.	Brown/IFJ contend there was no breach or, if so, no damages, or Boulder breached first.	Most breach theories survive; insufficient basis for SJ.
Specific performance as remedy	Boulder Falcon seeks equitable specific performance of the agreement.	Brown/IFJ argue it isn’t available for personal property w/o special equitable reasons.	Summary judgment granted for Brown/IFJ; claim denied.
Conversion	Boulder Falcon claims right to possess aircraft, not title, is sufficient for conversion.	Brown/IFJ say conversion claim fails due to lack of title transfer.	Genuine dispute remains; conversion survives.
Unjust enrichment	Argues defendants were unjustly enriched by self-dealing and obtaining sole possession.	Defendants say payments were pass-through or justified, and title never transferred.	Genuine dispute remains; claim survives.
Counterclaims and alter ego	Boulder Falcon argues non-signatories can't be liable under breach or other theories.	Brown/IFJ say alter ego allows broader liability; allege undercapitalization.	Alter ego is a remedial theory; factual disputes preclude SJ.

Key Cases Cited

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (genuine dispute for summary judgment)
Frey v. Friendly Motors, Inc., 129 Ga. App. 636 (intent to contract is a question of fact)
Del Lago Ventures, Inc. v. QuikTrip Corp., 330 Ga. App. 138 (assent can occur through conduct; signature not always required)
Knight v. Roberts, 316 Ga. App. 599 (causation generally jury issue)
Jones & Trevor Mktg. v. Lowry, 2012 UT 39, 284 P.3d 630 (criteria for alter ego/veil piercing in Utah)