James Noel Flying Service, Inc. v. Rockwell International Corp.

421 So. 2d 979, 1982 La. App. LEXIS 8032
CourtLouisiana Court of Appeal
DecidedOctober 13, 1982
DocketNo. 82-194
StatusPublished
Cited by1 cases

This text of 421 So. 2d 979 (James Noel Flying Service, Inc. v. Rockwell International Corp.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
James Noel Flying Service, Inc. v. Rockwell International Corp., 421 So. 2d 979, 1982 La. App. LEXIS 8032 (La. Ct. App. 1982).

Opinion

CUTRER, Judge.

This appeal arises out of a trial court judgment awarding damages to James Noel Flying Service, Inc.1 (Noel Flying Service) as a result of a breach of contract by Rockwell International Corporation (Rockwell) for the sale of a jet airplane.

Noel Flying Service sued Rockwell for damages in the form of lost profits it would have realized in the resale of the aircraft Rockwell had allegedly contracted to sell to Noel Flying Service. Noel Flying Service alternatively sued in quantum meruit/un-just enrichment for compensation of its efforts which contributed to Rockwell’s subsequent sale of the same jet plane.

The trial court found that Noel Flying Service and Rockwell had entered a contract in which Noel Flying Service was to buy and Rockwell was to sell a particular aircraft. As this sale never occurred the trial court found that Rockwell breached its obligation to sell, and awarded Noel Flying Service $40,000.00 in damages. This is the amount of profit that the trial court found that Noel Flying Service would have realized had it been able to resell the aircraft Rockwell had allegedly agreed to sell to Noel Flying Service. Rockwell appealed. We reverse.

The issues of this appeal are:

(1) Whether a contract of sale for a jet plane entered into by Noel Flying Service and Rockwell existed; and
(2) If no contract of sale was entered, whether Noel Flying Service is entitled to relief under the principle of unjust enrichment.

FACTS

The facts of this case are somewhat complex. The situation began with Lafayette businessman, Robert Petifils, being interested in acquiring an airplane. Petifils notified Douglas Sonnier, president of Cypress Aviation, in February or March 1980 about the prospect of buying a plane. Cypress Aviation was owned by Sonnier, Petifils and three others. Petifils, who had known Sonnier for quite sometime, left the choice of the plane up to Sonnier. Sonnier had been flying a Rockwell Commander at the time. Being impressed with this plane, Sonnier decided the Rockwell Commander was the plane for Petifils.

Pursuant to Petifils’ request, Sonnier contacted Span Air, a Rockwell dealer. Span Air quoted Sonnier a price of $967,000.00 for a 1980 Rockwell Commander 840.

James Noel, president of Noel Flying Service, Inc. and a friend of Sonnier, approached Sonnier with the proposition that if Noel could purchase the plane that Sonnier wanted and either match or better the [981]*981price given by Span Air, Sonnier would buy the plane through Noel. Sonnier agreed to Noel’s proposition.

After contacting a number of people who either are or formerly were Rockwell dealers Noel got in touch with Pete Holcombe, a regional sales manager of Rockwell at that time, on or about February 27, 1980. Hol-combe’s duties consisted of securing orders for aircraft and finalizing these sales.

Conversations between Noel and Hol-combe ensued wherein Noel told Holcombe of his intention to consummate the sale of the plane to Petifils with Rockwell paying Noel Flying Service a commission. Hol-combe found out that Rockwell had a policy of not paying commissions to persons for the sale of a plane who were not under contract to Rockwell. In view of this Rockwell policy, Noel and Holcombe decided to pursue another procedure. This plan involved a sale of the plane to Noel and resale to Petifils. It was agreed that, to effectuate the sale-resale, Noel would obtain a purchase order from Petifils with a $35,-000.00 deposit. After this purchase order was consummated Noel would then execute a purchase order to Rockwell.

On March 7,1980, Holcombe went to Lafayette and presented Noel with Rockwell’s purchase order which included the price and description of the plane and a list of equipment to be installed on it. The base price of the plane was $927,000.00. The Rockwell purchase order was left at Noel’s office to be signed after Noel secured a purchase order from Petifils.

Noel went to Petifils and a purchase order was signed by Petifils and an acceptance of same was signed by Noel. A check for $35,000.00 was given to Noel as a deposit.

Holcombe returned to Lafayette later and picked up the Rockwell purchase order which had been signed by Noel. Holcombe returned to his office in Oklahoma with the Rockwell purchase order. Noel then mailed Noel Flying Service’s check to Holcombe for $35,000.00.

A few days after he signed the Rockwell purchase order Noel instigated a test flight in a similar airplane to Miami for Petifils and his associates. Holcombe made arrangements for the plane and a Rockwell pilot. The Rockwell pilot flew Petifils and his associates to Miami from Lafayette and returned the next day.

After the Miami trip, complications arose concerning the sale of the plane to Noel. Holcombe informed Noel that Rockwell would not accept the purchase order in the form as signed by Noel. Rockwell’s objection arose by virtue of a financing condition inserted by Noel after the purchase order was left with him by Holcombe. The purchase order, as prepared by Holcombe, in addition to describing the plane, also listed a number of pieces of special equipment to be installed on the plane. The order also contained the following provision inserted by Noel:

“PURCHASE PENDING ROCKWELL FINANCING OF ROBERT PETIFILS TERMS: 10 YEARS, 12% APR”

Holcombe informed Noel that Rockwell’s credit department had a policy of financing only purchasers who purchased directly from Rockwell. Petifils was not named as purchaser in the Rockwell purchase order. Noel Flying Service was named as purchaser. Since the Rockwell purchase order contained the clause inserted by Noel, conditioning the sale upon Rockwell financing Petifils’ purchase (a second purchaser), Rockwell refused to accept the purchase order. No further steps were taken by Noel to rectify the problem.

Shortly afterward, Rockwell, through Holcombe, sold the plane directly to Petifils for the price of $927,000.00, the same price that was quoted to Noel. Petifils arranged the financing with a bank in Lafayette.

Noel then filed suit alleging that he and Holcombe had consummated a contract of sale through their negotiations and that when he signed the purchase order and issued his check for $35,000.00 to Rockwell through Holcombe, the sales agreement was complete and enforceable.

[982]*982The trial court agreed with this position and rendered judgment awarding Noel $40,-000.00 as damages for the profits Noel had lost. We disagree.

WAS A CONTRACT CONSUMMATED?

We have concluded that the contract of purchase and sale of the plane was not consummated under the facts and circumstances presented.

From the inception of the sale-resale plan agreed to by Noel and Holcombe, it was undisputedly understood that such procedure would be consummated by the execution of the purchase orders from Petifils to Noel and from Noel to Rockwell. Noel was experienced in the purchase and sale of airplanes as this was his business which was conducted under the name of James Noel Flying Service, Inc. He was fully cognizant that a purchase order had to be signed by the proposed purchaser and accepted by the seller. The purchase order from Petifils to Noel is in evidence and contains provisions similar to those found in Rockwell’s purchase order.

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Related

James Noel Flying Service, Inc. v. Rockwell International Corp.
427 So. 2d 1212 (Supreme Court of Louisiana, 1983)

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421 So. 2d 979, 1982 La. App. LEXIS 8032, Counsel Stack Legal Research, https://law.counselstack.com/opinion/james-noel-flying-service-inc-v-rockwell-international-corp-lactapp-1982.