167 F. Supp. 3d 1311
S.D. Fla.2016Background
- Hawaiian Airlines (HAL) repainted eleven Boeing 717s using a chromate-free (CF) primer/paint system that HAL specified as its preferred option after reviewing Mankiewicz’s test data showing compliance with AMS 3095.
- Mankiewicz marketed the CF system as Airbus OEM approved (not Boeing OEM approved); HAL’s engineers knew the system was not Boeing OEM approved and not on Boeing’s QPL for the 717.
- HAL contracted AAR to perform the repainting; AAR purchased the paint from Mankiewicz and AAR’s purchase orders and Mankiewicz’s order confirmations did not create a contract naming HAL as a party.
- After repainting, HAL discovered accelerated filiform corrosion on the 717s; Boeing testing showed no chromate in the paint and attributed use of a non-OEM primer as a cause.
- HAL sued Mankiewicz asserting breach of contract, third-party beneficiary breach, express and implied warranties, breach of good faith, negligent misrepresentation, unjust enrichment, FDUTPA violations, and other claims; Mankiewicz moved for summary judgment.
- The district court granted Mankiewicz’s summary judgment motion, dismissing all HAL’s claims for reasons including no privity/contract with Mankiewicz, lack of third-party beneficiary status, unjustified reliance for misrepresentation, adequate consideration via AAR, and FDUTPA extraterritoriality.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of contract between HAL and Mankiewicz | HAL contends an oral contract existed where Mankiewicz agreed to supply paint meeting applicable specs and provide personnel in exchange for HAL’s use | Mankiewicz says no offer/acceptance/consideration occurred; HAL’s approval of ESD was not a binding commitment and no HAL officers contracted | No contract: summary judgment for Mankiewicz (no mutual assent, consideration, or evidence of binding agreement) |
| Third-party beneficiary status under AAR–Mankiewicz sales | HAL argues it was an intended beneficiary of AAR’s POs to Mankiewicz because the paint was purchased for HAL aircraft | Mankiewicz and AAR argue documents and conduct show only incidental benefit to HAL; no clear, mutual intent to benefit HAL | HAL not an intended third-party beneficiary; summary judgment for Mankiewicz |
| Warranty claims (express and implied) | HAL asserts warranties that paint would meet specs and fit its purposes | Mankiewicz argues warranty claims require privity and HAL had none; AAR—not HAL—purchased the paint | Warranty claims fail for lack of privity; summary judgment for Mankiewicz |
| Negligent misrepresentation / reliance | HAL claims Mankiewicz misrepresented OEM approval, spec equivalency, and withheld a Boeing test; HAL relied on Mankiewicz’s assurances | Mankiewicz says test data showing AMS 3095 compliance was provided, HAL knew paint was not Boeing-approved, HAL had access to Boeing and was sophisticated, so reliance was unjustified | Misrepresentation claim fails: reliance not justifiable as a matter of law; summary judgment for Mankiewicz |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment standard)
- Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (genuine issue for trial standard)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (U.S. 1986) (no genuine issue when record cannot lead a rational trier to find for nonmoving party)
- Green Leaf Nursery v. E.I. DuPont De Nemours & Co., 341 F.3d 1292 (11th Cir. 2003) (sophisticated parties’ reliance may be unreasonable as matter of law)
- Blair v. Ing, 21 P.3d 452 (Haw. 2001) (elements of negligent misrepresentation)