Rambler Air, LLC v. Monocoque Diversified Interests, LLC, 3:21-cv-00235

MDI is an aviation management company; Rambler Air is a subsidiary of Active Aero formed to acquire Alaska airline assets.
In March 2020 MDI and Rambler executed a Master Service Agreement (MSA) with a $12,000,000 "Buy Out Payment" for termination without renewal.
On March 15, 2021 the parties executed three Letters of Intent (LOIs) under which MDI would procure and lease three used aircraft to Rambler; Rambler paid deposits.
MDI filed suit first (state court in Texas, later removed and transferred to Delaware) alleging tortious interference, conspiracy, fraudulent inducement, negligent misrepresentation, and quantum meruit — asserting Rambler and affiliates conspired to avoid the $12M buyout and made performance impossible.
Rambler then sued in Alaska for breach of the LOIs, seeking return of the aircraft deposits; MDI admitted non-delivery but asserted Rambler closed business and refused acceptance.
MDI moved to transfer the Alaska case to the District of Delaware under the first-to-file rule; the Alaska court found the suits substantially overlapping and granted transfer to Delaware.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the first-to-file rule requires transfer	Alaska case is separate and not compulsory; disputes are unrelated	Delaware action was filed first and involves substantially similar parties and issues	Transfer required under first-to-file rule; Delaware suit given priority
Whether parties are substantially similar despite additional defendants in Delaware suit	Different defendants mean suits not identical; Rambler asserts LOIs disclaim relation to MSA	Parties need not be identical; affiliates represent same interests and were alleged to act in concert	Parties are substantially similar; factor favors transfer
Whether issues substantially overlap	Rambler: LOI breach over deposits is distinct	MDI: Alaska defenses (offset, estoppel, fraud, waiver) and Delaware tort claims arise from same facts (asset transfers, refusal to accept aircraft)	Issues substantially overlap; deciding defenses here would implicate Delaware claims
Whether equity/convenience counsels denying transfer	Rambler: Alaskan forum, LOIs concern Alaska transactions	MDI: plaintiff in earlier-filed Delaware action; Rambler’s sole member is out-of-state; MSAs include Delaware venue for related disputes	No equitable reason to decline; transfer to Delaware granted

Kohn L. Grp., Inc. v. Auto Parts Mfg. Miss., 787 F.3d 1237 (9th Cir. 2015) (sets Ninth Circuit first-to-file standard and factors)
Alltrade, Inc. v. Uniweld Prods., Inc., 946 F.2d 622 (9th Cir. 1991) (first-to-file rule is discretionary; courts may consider equity and convenience)
Pacesetter Sys., Inc. v. Medtronic, Inc., 678 F.2d 93 (9th Cir. 1982) (application of first-to-file rule in Ninth Circuit)
Hartford Acc. & Indem. Co. v. Margolis, 956 F.2d 1166 (9th Cir. 1992) (use filing date of original action for chronology analysis)
Colortyme Fin. Servs., Inc. v. Kivalina Corp., 940 F. Supp. 269 (D. Haw. 1996) (when a prior action is pending courts apply the first-to-file rule rather than Rule 13(a))
Ward v. Follett Corp., 158 F.R.D. 645 (N.D. Cal. 1994) (an amended complaint does not necessarily change first-to-file analysis)