Precision Conversions, LLC, an Oregon company, and 321 Precision Conversions, LLC, an Oregon company v. Mammoth Freighters, LLC, a Delaware company, William J. Wagner, an individual, and Wagner Aeronautical, Inc., a California corporation

CourtDistrict Court, D. Oregon
DecidedMarch 12, 2026
Docket3:25-cv-01927
StatusUnknown

This text of Precision Conversions, LLC, an Oregon company, and 321 Precision Conversions, LLC, an Oregon company v. Mammoth Freighters, LLC, a Delaware company, William J. Wagner, an individual, and Wagner Aeronautical, Inc., a California corporation (Precision Conversions, LLC, an Oregon company, and 321 Precision Conversions, LLC, an Oregon company v. Mammoth Freighters, LLC, a Delaware company, William J. Wagner, an individual, and Wagner Aeronautical, Inc., a California corporation) is published on Counsel Stack Legal Research, covering District Court, D. Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Precision Conversions, LLC, an Oregon company, and 321 Precision Conversions, LLC, an Oregon company v. Mammoth Freighters, LLC, a Delaware company, William J. Wagner, an individual, and Wagner Aeronautical, Inc., a California corporation, (D. Or. 2026).

Opinion

UNITED STATES DISTRICT COURT

DISTRICT OF OREGON

PRECISION CONVERSIONS, LLC, an Ca se No. 3:25-cv-01927-AR Oregon company, and 321 PRECISION CONVERSIONS, LLC, an Oregon company, OPINION AND ORDER

Plaintiffs,

v.

MAMMOTH FREIGHTERS, LLC, a Delaware company, WILLIAM J. WAGNER, an individual, and WAGNER AERONAUTICAL, INC., a California corporation,

Defendants. _____________________________________

ARMISTEAD, United States Magistrate Judge

This is a trade secret dispute between plaintiffs Precision Conversions, LLC and 321 Precision Conversions, LLC and defendants Mammoth Freighters, LLC, William Wagner, and Wagner Aeronautical, Inc. All parties are in the business of converting decommissioned passenger planes into cargo planes. Precision alleges that defendants have misappropriated tens of thousands of pages of trade secrets developed for two of Precision’s aircraft conversion projects.1 Mammoth has moved to dismiss (ECF 39), and the Wagner defendants indicate their intent to move for dismissal as well. (ECF 60.) Defendants request a discovery stay pending resolution of those potentially dispositive motions. (ECF 43, 46.) For the reasons explained below, defendants’ motion to stay discovery is GRANTED. BACKGROUND A. The Allegations The facts date back to the early 2000s, when Precision Conversions began working towards applying for its first Supplemental Type Certificate (STC) from the Federal Aviation Administration (FAA). STCs permit the certificate holder to convert decommissioned passenger

planes into cargo planes, which extends the service life of the plane. Along with the STC, Precision also had to obtain approval to manufacture FAA-compliant parts for its converted planes, referred to as Parts Manufacturing Approval (PMA). Precision alleges that passenger-to- cargo plane conversion calls for over 11,000 parts, all of which must be designed, tested, and manufactured by Precision. (First Am. Compl. (FAC) ¶¶ 14-20, ECF 32.) Unsurprisingly, the STC application process is highly technical, very expensive, and takes many years to complete. For instance, only a handful of companies hold STCs to convert the Boeing 757 and Airbus A321—Precision is one of them. Precision alleges that it took five years, tens of millions of dollars, and over 80 engineers to obtain the Boeing 757 STC. The

Airbus A321 STC took another five years and cost nearly twice as much. (FAC ¶¶ 19, 22.)

1 Unless otherwise necessary for clarity, Precision Conversions and 321 Precision Conversions are referred to together as “Precision.”

Page 2 – OPINION AND ORDER Precision Conversions, LLC v. Mammoth Freighters, LLC, et al., 3:25-cv-01927-AR In 2001, when Precision set out to apply for the Boeing 757 STC, it had two members: Erickson Ventures LTD, which owned 99.935 percent of the company, and William Wagner, who owned 0.065 percent. Wagner operated in a Vice President role, and Precision contracted with Wagner’s company, Wagner Aeronautical, to develop Precision’s 757 conversion program, for which Precision alleges Wagner was the “lead engineer.” (Id. ¶ 24.) Early on, Precision, Wagner, and Wagner Aeronautical entered into a “Development Agreement” in which, Precision asserts, Wagner and Wagner Aeronautical released their “entire right, title, and interest in and to the STC, the Conversion, and all proprietary rights therein, including, without limitation, all ‘Data’ and ‘Precision Know-How’.” (Id. ¶¶ 25-26.) Under the Development Agreement, all related

intellectual property rights belonged to Precision, and Wagner was prohibited from disclosing any proprietary information without Precision’s written approval. The Agreement granted Wagner a limited license to use certain “Precision Know How,” as long as the “Know How” was maintained a trade secret. (Id. ¶¶ 26-31.) But that limited license excluded the use of any “Data,” as defined under the Agreement, that belonged to Precision. (Id. ¶ 30.) That “Data,” Precision alleges, encompasses all of the information generated over the many years it took to develop the 757 conversion program and obtain the STC—“tens of thousands of pages of documents [and] testing data generated in qualifying thousands of specific airline parts for FAA approval.” (Id. ¶ 35.) As alleged by

Precision, that “compilation of information,” as well as containing individual trade secrets, constitutes a trade secret in and of itself because it is both maintained as confidential and has substantial value. (Id.) Few companies hold STCs for passenger-to-cargo conversions, meaning

Page 3 – OPINION AND ORDER Precision Conversions, LLC v. Mammoth Freighters, LLC, et al., 3:25-cv-01927-AR those that do stand to earn large profits by either charging customers to convert an aircraft, or converting and selling the converted aircraft themselves. (Id. ¶ 37.) Precision asserts that Wagner and Wagner Aeronautical signed a comprehensive confidentiality agreement in 2001 that covered Precision’s “business affairs and all matters in which Precision has an interest.” (Id. ¶ 43.) Employees and suppliers of Precision sign similar non-disclosure agreements, and any STC-related document is “routinely” marked as proprietary. (Id. ¶¶ 44-46.) In 2013, 321 Precision was formed as an affiliate of Precision Conversions and began the process of applying for the Airbus A321 STC. For the same reasons articulated above, Precision

asserts that all of the data developed during the Airbus A321 STC process are valuable trade secrets as well. (Id. ¶¶ 49-58.) Wagner left Precision in 2006. (Id. ¶ 75.) In 2020, he co-founded defendant Mammoth Freighters. Mammoth is allegedly funded by a private equity group that has no previous experience in passenger-to-cargo plane conversions. Despite that, Mammoth intends to acquire an STC to convert Boeing 777s, one of the most expensive and labor-intensive STCs to secure— if it is successful, it will be just the second company in the world to do so. (Id. ¶¶ 59-65.) According to Precision, Mammoth and Wagner Aeronautical entered into a Conversion Program Development Agreement in 2021, under which Wagner agreed to develop, maintain,

and implement a Boeing 777 STC and provide related “engineering and technical support.” (Id. ¶ 61.) Although not identical, Precision alleges that many of the processes, procedures, and technical elements of a 757 or Airbus conversion carry over to a 777 conversion. (Id. ¶ 63.)

Page 4 – OPINION AND ORDER Precision Conversions, LLC v. Mammoth Freighters, LLC, et al., 3:25-cv-01927-AR Since forming in 2020, Mammoth has allegedly recruited at least 20 former Precision employees. (Id. ¶¶ 66-67.) In 2023, Precision learned for the first time that Mammoth was allegedly in possession of a Precision trade secret—a Finite Element Model, or FEM, developed for its 757 conversion program.2 (Id. ¶ 69.) Precision asserts that its 757 FEM took years to develop and involved acquiring, measuring, and testing an actual 757 aircraft. (Id. ¶ 39.) In the Development Agreement signed by Precision, Wagner, and Wagner Aeronautical, the 757 FEM is identified as part of the “Data” that Wagner had no license to retain or use. Precision alleges that, not only did Wagner improperly disclose the FEM to Mammoth, but Mammoth also misused the FEM to

“approximate” a 777 aircraft. (Id. ¶¶ 70-72.) Also in 2023, Wagner Aeronautical moved out of its offices in California. A former Precision employee, now working for Mammoth, contacted Precision and asked what should be done with “a room full” of Precision 757 data. (Id. ¶ 81.) Erickson, Precision’s founder, asked Wagner to return the documents, but he never did so. (Id.) Then, in 2025, a Precision employee “performing consulting services for Mammoth” allegedly found multiple documents belonging to Precision on Mammoth’s internal database. (Id.

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Precision Conversions, LLC, an Oregon company, and 321 Precision Conversions, LLC, an Oregon company v. Mammoth Freighters, LLC, a Delaware company, William J. Wagner, an individual, and Wagner Aeronautical, Inc., a California corporation, Counsel Stack Legal Research, https://law.counselstack.com/opinion/precision-conversions-llc-an-oregon-company-and-321-precision-ord-2026.