Signature Flight Support Corp. v. Landow Aviation Ltd. Partnership

442 F. App'x 776
CourtCourt of Appeals for the Fourth Circuit
DecidedAugust 9, 2011
DocketNos. 10-1440, 10-1968
StatusPublished
Cited by11 cases

This text of 442 F. App'x 776 (Signature Flight Support Corp. v. Landow Aviation Ltd. Partnership) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Signature Flight Support Corp. v. Landow Aviation Ltd. Partnership, 442 F. App'x 776 (4th Cir. 2011).

Opinion

Unpublished opinions are not binding precedent in this circuit.

DIAZ, Circuit Judge:

Signature Flight Support Corporation subleased a parcel of undeveloped land at Dulles International Airport to Landow Aviation Limited Partnership. Unquestionably, the sublease granted Landow the authority to develop and lease an aircraft facility on the land. The scope of the parties’ agreements beyond the construction and lease of the facility, however, is the basis of this appeal. Landow argues that it enjoys broad authority to service aircraft at the facility. Signature maintains that Landow may provide only certain services to a limited category of aircraft. Believing that Landow had exceeded its authority, Signature filed suit, requesting various forms of relief. Following an eight-day bench trial, the district court agreed with Signature.

Before us, Landow challenges two orders entered by the district court. In the first, the district court concluded that Lan-dow breached its contractual obligations to Signature, issued a corresponding declaratory judgment and permanent injunction, and rejected Landow’s counterclaims against Signature. In the second, the district court awarded Signature attorneys’ fees, finding that Signature was the substantially prevailing party.

Our reading of the relevant contracts confirms the district court’s conclusion that Landow may provide only certain services to a limited category of aircraft. We also discern no abuse of discretion in the district court’s decision to award Signature permanent injunctive relief. As did the district court, we reject Landow’s counterclaims because they are not supported by the language of the contracts. Finally, because we agree that Signature was the prevailing party, we affirm the attorneys’ fees award to Signature.

I.

In 1997, the Metropolitan Washington Airports Authority (“MWAA”) and Signature entered into a Concession Contract giving Signature the right to operate a fixed base operator (“FBO”) concession at Dulles International Airport in Washington, D.C.1 Along with Landmark Aviation, Signature is one of only two FBOs at Dulles. The Dulles FBOs provide various services to noncommercial aircraft, including “based” and “transient” aircraft. Based aircraft are housed at Dulles. Transient aircraft, by contrast, only stop at Dulles en route to their final destination. FBOs charge transient aircraft for a variety of services, and, in turn, pay considerable concession fees to MWAA.

Signature’s rights and responsibilities as an FBO are detailed in the Concession Contract. Section 8.02 of that contract grants Signature “[tjhe right to establish, conduct and operate a full service FBO concession” and notes that Signature “shall have the exclusive right ... to provide the services authorized” by the Concession Contract. J.A. 1233. Section 3.03(a) outlines those “Primary Commercial Support Services” that Signature, as an FBO, “shall provide.” Id. In addition to aircraft re-fueling, section 3.03(a)(2) directs that Signature

shall provide the sale of ramp assistance to all transient aircraft ... including, but not limited to, hangaring of based and transient aircraft, aircraft lead-in, lead-out and repositioning services; [779]*779loading and unloading passengers, baggage and cargo; aircraft parking including protective storage and tie-down of based and transient aircraft.

Id. 1233-34. Section 3.03(b) adds that Signature “may provide” a variety of others services, including food and beverage vending services, in-flight catering, aircraft towing, and aircraft cleaning. Id. 1235-36.

In addition to granting Signature an FBO concession, section 3.03(b)(7) of the Concession Contract gives Signature an option to develop a 19-acre parcel of adjoining land for “additional ramp and/or general aviation hangars.” Id. 1236. Following the attacks of September 11, 2001, Ronald Reagan National Airport was temporarily closed, pushing increased traffic to Dulles. In response to the increased demand, Landow approached Signature in 2002 and expressed interest in developing a hangar facility on the adjoining land. The parties later signed a Letter of Intent regarding development of the land. Ultimately, in 2004, Signature elected to exercise its option on the land and entered into two separate contracts to do so.

First, Signature and MWAA signed a Supplemental Agreement outlining Signature’s right to “develop[] and lease” a facility on the land. Id. 1470. Although Signature was a party to the Supplemental Agreement, its terms were negotiated primarily by MWAA and Landow, with input from Signature. Second, with MWAA’s approval, Signature and Landow entered into a Ground Sublease Agreement (“GSA”). Pursuant to the GSA, Signature subleased the land to Landow and Landow agreed to “design and construct” a hangar thereon. Id. 2365. Landow began con-struetion of the Dulles Jet Center (“DJC” or “Corporate Hangar Premises”) in the spring of 2005, and in October 2006, DJC began operations.

Even before DJC opened its doors, disagreements arose between Signature and Landow, specifically over whether Landow could service transient aircraft at DJC. Landow did not then and does not now contest Signature’s exclusive right to provide aircraft at DJC with fuel and de-icing services under articles 25 and 27.3 of the GSA, respectively. Excepting fuel service and de-icing, however, Landow argues that it can provide other FBO services to transient aircraft. Indeed, Landow does not challenge the district court’s finding that it provides services such as ground handling, taxiing, towing, and ramp assistance to transient aircraft at DJC. Instead, Landow argues that provision of these services does not violate the GSA, which it frames as a “broad grant of authority to Landow.” Appellant’s Br. 13. Signature disagrees, arguing that Landow can provide certain FBO services to a limited category of aircraft — specifically, Signature’s overflow transient aircraft directed to DJC and aircraft visiting Landow or Landow’s tenants on DJC for a business purpose — but not the general transient market.

On September 15, 2008, Signature filed suit in the U.S. District Court for the Eastern District of Virginia, alleging that Landow was in breach of the GSA.2 In addition to monetary damages, Signature sought a declaratory judgment, a permanent injunction, and an accounting and disgorgement.3 Landow’s answer to Signature’s complaint included counterclaims for a declaratory judgment.4 Specifically, [780]*780Landow requested a ruling that Signature breached its obligations under the Supplemental Agreement and GSA to provide a properly sized taxilane at DJC and that Signature aircraft were encroaching on DJC property.5

The district court first found that Lan-dow breached the GSA, but that Signature had failed to prove its money damages. The district court nevertheless issued both a declaratory judgment and a permanent injunction in Signature’s favor. The district court further rejected Landow’s counterclaims against Signature. Finally, the district court concluded that Signature had substantially prevailed and was entitled to attorneys’ fees.6 In a separate order, the district court awarded Signature over $1.1 million in attorneys’ fees.

II.

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442 F. App'x 776, Counsel Stack Legal Research, https://law.counselstack.com/opinion/signature-flight-support-corp-v-landow-aviation-ltd-partnership-ca4-2011.