Pats Aircraft, LLC v. Vedder Munich GmbH

197 F. Supp. 3d 663, 2016 U.S. Dist. LEXIS 91436, 2016 WL 3875971
CourtDistrict Court, D. Delaware
DecidedJuly 14, 2016
DocketC.A. No. 15-1182-RGA
StatusPublished
Cited by5 cases

This text of 197 F. Supp. 3d 663 (Pats Aircraft, LLC v. Vedder Munich GmbH) is published on Counsel Stack Legal Research, covering District Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Pats Aircraft, LLC v. Vedder Munich GmbH, 197 F. Supp. 3d 663, 2016 U.S. Dist. LEXIS 91436, 2016 WL 3875971 (D. Del. 2016).

Opinion

MEMORANDUM OPINION

ANDREWS, U.S. DISTRICT JUDGE:

Before the Court is Defendant’s Motion to Dismiss or, in the alternative, to stay [668]*668proceedings based on Fed. R. Civ. P. 12(b)(2), 12(b)(5), international comity and forum non conveniens. (D.I. 3). The motion has been fully briefed. (D.I. 4, 7, 11). Defendant’s motion will be denied in part and stayed in part.

I. BACKGROUND

A. The Parties

Plaintiff PATS Aircraft LLC is a Delaware limited liability company headquartered in Georgetown, Delaware. (D.I. 9 at ¶ 3). PATS specializes in providing aircraft maintenance, modification, and luxury interior completion services to customers. (Id. at ¶ 4). To provide these services to clients, PATS designs the interior and then oversees the manufacture and integration of components into the aircraft. (Id.).

Defendant Vedder Munich GmbH is a

German corporation with its principal office in Wallersdorf, Germany. (D.I. 4, Ex. 1, ¶ 3). Vedder Munich is an affiliate of Vedder GmbH and was formed in 2013 for the purpose of acquiring most of the assets of the insolvent German company, Loher Raumexklusiv GmbH. (Id.). Prior to filing for insolvency, “Loher’s business included providing interior outfitting for personal residences, yachts and private aircraft.” (Id.).

Vedder Munich has no employees, offices, business facilities or telephone numbers in the United States. (Id. at ¶ 4). It does not maintain any bank accounts or own or lease any real estate in the United States. (Id.). Vedder Munich does not advertise in Delaware and it does not operate a website. (Id. at ¶ 7).

B. The Transaction

In November 2011, PATS entered into an Aircraft Modification Agreement with White Springs Holdings Ltd., for the modification of a Boeing Business Jet 737 aircraft. (D.I. 9 at ¶ 5). The aircraft is registered with the FAA and must comply with all FAA rules and regulations, including those relating to flammability. (Id. at ¶ 6). White Springs requested that PATS hire Loher to complete the interior cabinetry work for the aircraft. (Id. at ¶ 7). However, Loher filed for insolvency before it was able to perform the cabinetry manufacture under the Aircraft Modification Agreement. (Id. at ¶ 7). Prior to the purchase of Loher’s assets, Loher’s insolvency administrator informed Vedder Munich that the owner of the aircraft wanted to discuss the possibility of Vedder Munich taking on the PATS project. (D.I. 4, Ex 1, ¶ 13).

On May 29, 2013, representatives of PATS and Vedder Munich held a preliminary meeting at the Munich Airport in Germany in order to discuss the possibility of Vedder taking on the PATS project. (Id. at ¶ 14; D.I. 9 at ¶ 9). The parties agreed that, if Vedder Munich completed its acquisition of Loher, it would complete a review of the project and submit estimates as to costs and timing for completion. (D.I. 4, Ex. 1, ¶ 15). On June 1, Nicholas Held, managing director of Vedder Munich, informed PATS that the company had completed its acquisition of Loher and was willing to pursue the manufacturing project. (Id. at ¶ 17).

The parties held another meeting on June 12-13, 2013. (Id. at ¶¶ 15,18; D.I. 9 at ¶ 10). At PATS’ invitation, Director Held travelled to Georgetown, Delaware to discuss terms and to view PATS’ facilities. (D.I. 4, Ex. 1, ¶¶ 16, 18). At the time, PATS states that it was entertaining other bids to complete the project and that this Delaware meeting with Vedder Munich formed the basis of PATS’ decision ultimately to hire Vedder Munich. (D.I. 9 at ¶ 10). The parties continued to discuss the terms of the contract through email and phone following the Delaware meeting. (D.I. 4, Ex. 1, ¶ 20; D.I. 9 at ¶ 12). When an agreement was reached, each party ex[669]*669ecuted the subcontract in its respective country on July 25, 2013. (D.I. 4, Ex. 1, ¶ 21; D.I. 9 at ¶ 13).

During the manufacturing process, members of PATS’ staff flew to Germany to review the manufacturing process. (D.I. 4, Ex. 1, ¶ 22). Title to the completed cabinets was passed in Germany and the cabinets were then shipped to Philadelphia, Pennsylvania. (Id. at ¶ 23). As the project progressed, Vedder Munich began to fall behind the agreed upon delivery schedule. (D.I. 9 at ¶¶ 13, 15). As a result, Vedder Munich agreed to perform some work in Delaware. (Id. at ¶¶ 15-16). PATS also notes that Vedder Munich began shipping unfinished cabinetry to Delaware for completion at the PATS Georgetown facility in order to compensate for lost time. (Id. at ¶15). Between December 2013 and March 2015, PATS asserts that Vedder Munich made fifty shipments to Delaware of product in various stages of completion. (Id.). Vedder also sent personnel to oversee the necessary work, as well as additional parts and materials. (Id. at ¶¶ 16-17). The parties agree that Vedder Munich employees remained in Delaware for extended periods of time to assist on the project. (D.I. 4, Ex. 1, ¶ 25; D.I. 9 at ¶¶ 16-18). Director Held also made a second visit to Delaware to assess progress on the project in December 2014. (D.I. 9 at ¶ 20).

Under the July 25th subcontract, Ved-der Munich was obligated to provide “burn test coupons” for testing to ensure compliance with the FAA’s flammability requirements. (Id. at ¶ 21). These burn test coupons were essentially representative samples of the cabinetry that Vedder Munich was manufacturing for PATS. (Id.). Vedder delivered the official set of burn test coupons to PATS in early 2015. (Id. at ¶ 23). The coupons failed the FAA-mandated flammability tests, rendering the aircraft unairworthy. (Id.). Following the failure, Director Held made a third visit to Delaware on June 16, 2015 in an attempt to negotiate issues relating to the failure. (Id. at ¶ 24). The parties were ultimately unable to reach a resolution regarding who should bear the costs associated with .correcting the flammability problem, and, continue to disagree over who bears the burden of ensuring FAA .compliance under the- subcontract. (Id. at ¶¶ 25-26).

II. PROCEDURAL HISTORY

A. German Declaratory Action

On September 28, 2015, Vedder Munich filed a declaratory judgment action against PATS in the Regional Court Landshut, Commercial Cases Division in Landshut, Germany. (D.I. 11, Ex. A at ¶ 4). Specifically, Vedder Munich is asking the Regional Court for a determination of the parties’ obligations under the contract. (D.I. 4, Ex. 1 at 30-32). Service of that lawsuit was effectuated on PATS in Delaware on December 18, 2015. (D.I. 11, Ex. A at ¶ 4). PATS subsequently filed notice with the Regional Court of its intent to defend the lawsuit and the Regional Court set a deadline for PATS’ reply. (Id. at ¶ 5).

B. Delaware Action

PATS filed this action on November 6, 2015, in Delaware Superior Court, seeking affirmative relief for breach of contract and warranty. (D.I. 9 ¶ 26; D.I. 1, Ex. A, 2-15). The case was subsequently removed to this court. (D.I. 1). PATS sent notice of this action to Vedder Munich by registered mail and also served a copy of the complaint upon the Delaware Secretary of State. (D.I. 7, Ex. A).

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Bluebook (online)
197 F. Supp. 3d 663, 2016 U.S. Dist. LEXIS 91436, 2016 WL 3875971, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pats-aircraft-llc-v-vedder-munich-gmbh-ded-2016.