OSCN Found Document:SARGENT AEROSPACE & DEFENSE, LLC v. THE NORDAM GROUP LLC
TIMOTHY J. DOWNING, PRESIDING JUDGE:
¶1 Appellant, Sargent Aerospace & Defense, LLC (Sargent), appeals the trial court's Order granting Appellee's, The Nordam Group LLC (Nordam), Motion for Permanent Injunction. This motion was filed as a result of the trial court's previous grant of Nordam's Motion for Partial Summary Judgment. After reviewing the record and applicable law, we affirm.
BACKGROUND
¶2 In 2009, Nordam and Dover Engineered Systems, Inc. (DBA Sargent Controls & Aerospace) (Dover) entered into a Long-Term Agreement (LTA). Dover was to be the sole supplier of three specific manufactured aircraft parts to Nordam. In 2015, Dover transferred certain assets to Sargent and Sargent continued supplying the aircraft parts to Nordam. In February of 2016, Nordam and Sargent executed an Amendment to the LTA, wherein Nordam ratified the assignment and transfer of the LTA to Sargent and Sargent assumed all the obligations of Dover. Certain provisions of the LTA were amended. Specifically relevant here was the amendment to Subsection 13.1.7 that allowed Nordam, in its sole discretion, the right to purchase the intellectual property (IP) related to the aircraft parts Sargent sold to Nordam. Upon the exercise of such right and payment to Sargent, the provision stated that all rights and title to the IP shall transfer and fully vest in Nordam. Section 13 contained a survival clause, stating that Section 13 would survive the cancellation, termination, or expiration of the LTA.
¶3 After several years operating under the LTA, the parties became involved in a pricing dispute. On September 19, 2024, Nordam issued a Notice of Default and Required Cure to Sargent based on communications from Sargent that they would no longer ship products to Nordam under the LTA absent Nordam agreeing to a price adjustment outside of the escalation provision of the LTA. Nordam relied on Subsection 14.1
¶4 On March 24, 2025, Nordam provided Sargent with notice of its intent to invoke Subsection 13.1.7 of the LTA and purchase the IP associated with the aircraft parts. Nordam tendered the "not to exceed" purchase price of $1,990,000.00 and requested Sargent provide payment instructions and confirmation of the IP transfer. On March 31, 2025, Sargent rejected the demand. On April 11, 2025, Nordam filed a Motion for Partial Summary Judgment alleging Sargent breached the LTA by refusing to comply with Subsection 13.1.7 of the LTA.
¶5 On July 3, 2025, the trial court held a hearing on Nordam's Motion for Partial Summary Judgment. At the hearing, Nordam argued it did not breach the LTA, but for purposes of the motion, even assuming Nordam did breach, the right to purchase the IP survives cancellation, termination, or expiration of the contract. Sargent acknowledged the survival clause, but argued that because Nordam breached the LTA, Nordam could not rely on the LTA to enforce a different section.
¶6 On September 29, 2025, Nordam filed a Motion for Permanent Injunction seeking the trial court to order Sargent to deliver the IP based on the partial summary judgment ruling. On October 14, 2025, Sargent filed a Response in Opposition to Plaintiff's Motion for Permanent Injunction. The hearing was held on November 21, 2025, and the trial court granted the motion on November 26, 2025, giving Sargent ten days to provide the IP to Nordam. It is from this Order Sargent appeals.
STANDARD OF REVIEW
¶7 "Summary judgment resolves issues of law" and this Court reviews a trial court's grant of summary judgment de novo. Snow v. Town of Calumet, 2022 OK 63512 P.3d 369de novo standard, we subject the record to a new and independent examination without regard to the trial court's reasoning or result." Id. "A trial court should grant summary judgment where there is no dispute as to a material fact and the moving party is entitled to judgment as a matter of law." Eldridge v. Kavon, LLC, 2019 OK CIV APP 45446 P.3d 538Hadnot v. Shaw, 1992 OK 21826 P.2d 978unless specifically controverted by the statement of the adverse party which is supported by acceptable evidentiary material." R. for Dist. Cts. of Okla. 13(b), 12 O.S.2021, Ch.2, App. (emphasis added).
¶8 A trial court's grant of a permanent injunction must be sustained by clear and convincing evidence. Berry & Berry Acquisitions, LLC v. BFN Properties. LLC, 2018 OK 27416 P.3d 1061Id.
ANALYSIS
¶9 Sargent raises four propositions of error. First, Sargent claims the trial court erred when it granted partial summary judgment in favor of Nordam. Sargent's second, third, and fourth propositions are based on the issuance of the injunction. Specifically, Sargent argues the trial court erred when it determined Sargent would not suffer irreparable harm, the balance of harms favors Nordam and the public interest weighs in favor of issuing the permanent injunction. We are not persuaded by Sargent's arguments.
¶10 Sargent challenges the trial court's grant of partial summary judgment by arguing that Nordam materially breached the LTA and thus, it cannot now use the survival clause to enforce its rights under the LTA. '"Absent illegality, the parties are free to bargain as they see fit, and this Court will neither make a new contract, [n]or rewrite the existing terms.'" Berry and Berry Acquisitions, LLC¸ 2018 OK 27JPMorgan Chase Bank, N.A. v. Specialty Restaurants, Inc., 2010 OK 65243 P.3d 8Id. (quoting In re Kaufman, 2001 OK 88 ¶ 22, 37 P.3d 845Pitco Production Co. v. Chaparral Energy, Inc., 2003 OK 563 P.3d 541Id. at ¶ 14. "The courts have no authority to relieve parties of their solemn obligations assumed under contracts in the absence of fraud, duress, undue influence or mistake." Barnes v. Helfenbein, 1976 OK 33548 P.2d 1014
¶11 The parties in this case are a part of the aerospace manufacture supply-chain industry. It is undisputed that the Federal Aviation Administration (FAA) has a very rigorous regulated process that, in this case, took years to maneuver and was very costly. Sargent is the sole supplier of the parts to Nordam. The parties do not dispute that these parts are used by Nordam to manufacture thrust reversers that they provide to Cessna (also referred to as Textron) that Cessna uses in the production of two of its jets. Nordam is the sole supplier of these thrust reversers to Cessna. Hence, a cease of production of the parts to Nordam has a ripple effect on Cessna's production of jets. Further, the parts cannot be purchased anywhere else in the marketplace, leaving Nordam totally dependent on Sargent's production. The evidence in this case demonstrated that the process of utilizing another supplier even with the IP is a timely endeavor.
¶12 Here, the record shows that Sargent advanced discussions with Nordam based on Sargent's desire for a price adjustment that appears to have been outside of the escalation provision in the LTA. Ultimately, Nordam did not agree. Sargent advised Nordam that it was increasing its price and if Nordam did not pay the increased price Sargent would not sell to Nordam. Nordam filed this lawsuit. As stated above, once in litigation, the parties stipulated that Sargent would supply Nordam during the course of the litigation, but at an increased price.
¶13 The terms of the LTA are not in dispute. Subsection 13.1.7 of the LTA specifically provides for the purchase of the IP, with the IP defined by the LTA, as well as the hardware and other data which is not otherwise owned by Nordam. The option to purchase is at Nordam's sole discretion and at any time. The provision also provides a "not to exceed" purchase price. Upon payment, all rights and title to the IP, together with hardware and other data described in the LTA, shall transfer and fully vest in Nordam. In 2016, Sargent and Nordam amended the LTA to increase the "not to exceed" price in Subsection 13.1.7 and to extend the term of the LTA, Section 8, to the life of the aircraft program.
¶14 Likewise, Subsection 13.5, entitled "Survival", reads in part as follows: "This Section 13 shall survive the cancellation, termination or expiration of this LTA." Subsection 14.1, entitled "Remedies for Default", provides that absent curing a default within a certain time, the non-defaulting party shall have the right to cancel the whole or any part of the unperformed obligations under the LTA or treat the LTA as being in full force and seek enforcement through injunction relief. Finally, Section 37 of the LTA reads as follows:
In addition to provisions in this LTA specifically identifying Sections that shall survive the expiration, termination or cancellation of this LTA, all other rights, obligations and duties which by their nature extend beyond the expiration, termination or cancellation of the LTA shall remain in effect beyond any expiration, termination or cancellation. (emphasis added)
¶15 The language of the above provisions is not ambiguous. "Intent at execution controls the meaning of the written terms and the extent of the obligation is defined by the promise given." JPMorgan Chase Bank, N.A., 2010 OK 65any cancellation, termination, or expiration of the LTA. Further, because Subsection 14.1 specifically provides for the cancellation of the LTA when a party is in default, it is clear the parties' intent was for Section 13 to survive regardless of the reason for cancellation. Subsection 13.1.7 is enforceable by Nordam despite Sargeant's termination based on an alleged breach of the LTA.
¶16 Subsection 13.5 and Section 37 unambiguously provide that the rights and obligations of the parties described in Section 13 survive any cancellation, termination, or expiration of the LTA regardless of reason. See JPMorgan Chase Bank, N.A., 2010 OK 65
¶17 We hold the LTA clearly manifests the parties' intention to allow Nordam to exercise Subsection 13.1.7 at any time regardless of the LTA's status.
¶18 In propositions two, three, and four, Sargent argues the issuance of a permanent injunction was an abuse of discretion. Berry & Berry Acquisitions, LLC, 2018 OK 27Crystal Bay Estates Homeowners' Association, Inc., v. Cox, 2022 OK CIV APP 38521 P.3d 812
¶19 The trial court's Order granting Nordam's Motion for Permanent Injunction analyzes each of the necessary elements above based on the evidence submitted at the hearing. As it pertains to success on the merits, Sargent fails to provide this Court with any law that would suggest that Nordam's successful partial summary judgment does not equate to success on the merits. Willis v. Sequoyah House, Inc., 2008 OK 87194 P.3d 1285
¶20 As to the second element, the trial court found Nordam proved it would suffer irreparable harm if Sargent did not deliver the IP pursuant to the terms of the LTA.
¶21 Evidence established that to avoid a halt in production, an alternate source must be created to continue production. Based on Mullowney's experience, and uncontradicted at the hearing, it would take approximately 24 months for an alternative supplier to reach production mode. Without the IP, an alternative supplier could take five or more years to reach production mode. Meredith Siegfried, CEO of Nordam, testified consistently with Mullowney relating to the timing aspect of finding a new supplier, the 24-month production time frame, and the irreparable harm to Nordam if production is halted.
¶22 The evidence established that Sargent was only going to supply products until the conclusion of the litigation. Thus, although the Stipulation was in place and there was not a gap in production at that moment, there was clear evidence that at the end of the litigation Sargent would no longer supply Nordam. Thus, Nordam would not be able to provide the thrust reversers to Cessna absent an alternative supplier in production mode. Nordam demonstrated an immediate need for possession of the IP in order for an alternative supplier to be in production mode. Accordingly, the trial court's finding of irreparable harm is based on the evidence.
¶23 As stated earlier, Sargent did not present any evidence at the permanent injunction hearing. The only evidence of harm was shown by Nordam. As Nordam is the only company that supplies the thrust reversers to Cessna, Nordam successfully showed the value of the IP to Nordam is great. As such, the trial court's finding that the balance of harms favors Nordam is based on the evidence.
¶24 Finally, evidence established that the aviation supply chain would be greatly affected if Nordam was prevented from providing the parts to Cessna. Likewise, the parties in this case are sophisticated companies who are free to contract as they see fit, absent illegality. Although Sargent relies on case law that entitles IP to heightened protection, Sargent and Nordam were the parties to an LTA with a provision that gave Nordam the sole discretion to purchase the IP. Sargent argues its predecessor's agreement to the option was irrelevant under the current circumstances. However, in 2015, Sargent's predecessor transferred certain assets to Sargent and Sargent continued supplying the aircraft parts to Nordam. In fact, in February of 2016, Nordam and Sargent executed an Amendment to the LTA, wherein Nordam ratified the assignment and transfer of the LTA to Sargent and Sargent assumed all the obligations of its predecessor. Specifically, the parties amended Subsection 13.1.7 to increase the "not to exceed" purchase price. Moreover, the parties did not amend Nordam's rights to purchase the IP or the duty by Sargent upon Nordam exercising that right. As such, the predecessor's and Sargent's assumption of its obligations, combined with Sargent's later amendment to the relevant provision defies Sargent's argument that the decades-old purchase option should not govern this issue.
¶25 Public interest favors upholding the sanctity of contracts by enforcing the parties' agreement. Further, it is clearly in the public interest to avoid disruption in the aviation supply chain. Based on Nordam demonstrating that the factors weighed in favor of granting the permanent injunction, the trial court granted the injunction. The trial court also ordered Nordam to take appropriate steps to ensure that Nordam did not disseminate the IP for any other purpose than to establish a new supplier. Reviewing the record on appeal and the applicable law, this Court finds that the trial court did not abuse its discretion when it granted the permanent injunction and the trial court's decision was not against the clear weight of the evidence. Propositions two, three, and four are denied.
CONCLUSION
¶26 Nordam exercised its right to purchase the IP under Subsection 13.1.7 of the LTA. Subsection 13.5 and Section 37 of the LTA contained a survival clause specific to the IP rights that provided Section 13 shall survive any cancellation, termination, or expiration of the LTA. After review of the record, this Court finds that Sargent breached the LTA when it refused to comply with the LTA after Nordam exercised its purchase option and tendered the "not to exceed" purchase price. Thus, the trial court's grant of partial summary judgment was not error.
¶27 The trial court properly considered the evidence adduced at the hearing when it granted Nordam's request for a permanent injunction. The trial court found all four factors weighed in Nordam's favor and granted the permanent injunction requiring Sargent to deliver the IP as required by the LTA. This Court finds the trial court's grant of the permanent injunction was not an abuse of discretion or against the clear weight of the evidence.
¶28 AFFIRMED.
PRINCE, V.C.J., and MITCHELL, J., concur.