Jet Parts Engineering, Inc. v. Quest Aviation Supply, Inc., 2:15-cv-00530

Background

JPE (Washington) and Quest (California) were parties to two Distribution Agreements under Washington law; Quest's CEO and sole shareholder was Brent de Ruyter.
Agreements gave JPE distributor rights and included a six-month right of first refusal (§13.2), assignment/consent rules (§14.2), technical-support obligations (§5.1), and post-termination order procedures (§9.1).
In March 2014 Quest received a higher, all-cash asset-purchase offer from HEICO; Quest notified JPE with a redacted copy of the offer and later sold assets to HEICO, with proceeds distributed to de Ruyter.
JPE submitted a competing LOI that differed in structure (earn-outs, installment payments); Quest rejected it and completed the HEICO sale.
Disputes include whether Quest satisfied the ROFR notice, whether Quest improperly assigned/failed to perform on a June 2014 purchase order (website changeover), whether Quest breached §5.1 by failing to provide technical support to obtain Delta approval, and whether the asset transfer to de Ruyter was a fraudulent transfer.
JPE sued for breach of contract (against Quest and de Ruyter), unjust enrichment, and fraudulent transfer; court considered Defendants’ summary-judgment motion and granted in part, denying as to §5.1 breach and fraudulent-transfer claim.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Right of first refusal (§13.2) – adequacy of notice and ability to match HEICO	Quest failed to provide an unredacted offer and thus denied JPE a meaningful chance to match terms	Quest provided the material terms (price, cash-structure, escrow, etc.); redactions protected buyer anonymity and did not hide material terms	Court: No breach — Quest satisfied §13.2 as undisputed material terms were provided; claim dismissed
Assignment / failure to fulfill purchase order (§14.2) and website transfer	Quest effectively assigned obligations to HEICO or failed to preserve obligation after selling website, causing nonperformance on PO	JPE never submitted the June 2014 PO to Quest as required; PO was submitted via website after HEICO took control; JPE dealt with HEICO and instructed nonperformance	Court: No breach — Quest had no duty because JPE did not direct the PO to Quest; related breach theories dismissed
Technical-support obligations (§5.1) re: Delta approval	Quest failed to provide required engineering/technical support (BERPs, follow-up communications, site visit) to obtain Delta approval	Quest contends it provided BERPs and offered further assistance; disputed communications exist	Court: Genuine dispute of material fact exists on whether Quest met §5.1; claim survives summary judgment
Fraudulent transfer (RCW 19.40.041) – intent and creditor/debtor status	Transfer of asset-sale proceeds to de Ruyter was made with actual intent to hinder/delay JPE (creditor) or for inadequate consideration	Quest contends no actual intent to defraud; parties dispute whether JPE was a creditor and whether factors can be explained innocently	Court: Denied summary judgment — material questions of fact exist as to creditor/debtor status and actual intent; claim survives

Key Cases Cited

Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard and genuine-issue rule)
Celotex Corp. v. Catrett, 477 U.S. 317 (nonmoving party must present evidence on essential elements)
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (no genuine issue where record cannot lead a rational trier of fact to find for nonmoving party)
Crane v. Conoco, 41 F.3d 547 (9th Cir.) (courts determine whether genuine issue exists, not weigh evidence)
Morgan v. Burks, 93 Wash. 2d 580 (Washington alter-ego / veil-piercing standards)
Minton v. Ralston Purina Co., 146 Wn.2d 385 (mere common ownership insufficient to pierce corporate veil)
Thompson v. Hanson, 168 Wn.2d 738 (fraudulent-transfer concept and effect of transfers to place assets beyond creditor’s reach)