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UNITED AIRLINES, INC. v. ALG

January 18, 1995

UNITED AIRLINES, INC., Plaintiff,
v.
ALG, INC. d/b/a AVIATION LEASING, GROUP, INC. and TAJIK AIR LIMITED, Defendants.



The opinion of the court was delivered by: MARVIN E. ASPEN

 MARVIN E. ASPEN, District Judge:

 Plaintiff United Air Lines ("UAL") brings this twelve count complaint against Aviation Leasing Group, Inc. ("ALG") and Tajik Air Limited ("TAL") for breach of a lease and a guarantee agreement. ALG has filed cross-claims against TAL, Tajik Air, the Airline of the Republic of Tajikistan ("Tajik Air"), and the Republic of Tajikistan for breach of contract, unjust enrichment and indemnification. *fn1" TAL has moved to dismiss Counts VI-X of UAL's complaint and all counts of ALG's cross-claim against it. For the reasons stated below, TAL's motions are denied.

 I. Background

 The facts surrounding this litigation have already been discussed in our previous opinion, so we reiterate here only those details necessary for resolution of the instant motions.

 ALG alleges that beginning in September 1993, it was involved in negotiations with TAL, Tajik Air and the Republic of Tajikistan over the lease of a commercial aircraft. These negotiations resulted in a letter of October 14, 1993, wherein the Republic of Tajikistan agreed to guarantee Tajik Air's performance on any lease to be entered into by the airline and ALG. Moreover, the Republic of Tajikistan assented to ALG's assignment of the guarantee to another party. On October 15, 1993, ALG sent a proposal to Tajik Air for the lease of a Boeing 747 aircraft by Tajik Air and TAL. This eight-page document identified Tajik Air and TAL as lessees, and contained the following provision:

 
In addition to the above, Lessee, Tajik Air, the airline of the Republic of Tajikistan and Tajik Air Limited, a U.K. Company have also provided ALG as Security for Lessee's performance under the Lease an unconditional Government Guarantee and company Guarantee that have been issued by the Government of the Republic of Tajikistan and Tajik Air Limited. The above Guarantees have been accepted by [ALG].

 The final page of this document contained an acceptance and acknowledgment of the "general terms and conditions" of the proposal, signed by Michael Wynne-Parker on behalf of TAL, as well as by representatives of Tajik Air and the Republic of Tajikistan.

 On November 1, 1993, plaintiff UAL entered into a lease agreement ("Lease") with ALG 747-SP-21 Trust ("ALG Trust")--a Delaware trust formed by ALG solely for the purpose of effectuating the aircraft deal with defendants--for the use of one Boeing 747 aircraft. On November 30, 1993, ALG Trust and Tajik Air entered into an Operating Lease Agreement ("Sublease") whereby Tajik Air agreed to sublease the aircraft from ALG Trust. UAL alleges that with the full knowledge and consent of TAL, ALG Trust subsequently assigned to UAL all of its rights under the Sublease and the October 15, 1993 guarantee ("Sublease Assignment").

 UAL also alleges that in early 1994, ALG Trust, ALG, Tajik Air, TAL and the Republic of Tajikistan all failed to make the required lease payments on the aircraft, and that UAL was forced to repair and retrieve the aircraft from the United Kingdom. Seeking to recover its alleged losses, UAL has filed this lawsuit against ALG and TAL. ALG has denied liability to UAL and also filed cross-claims against Tajik Air, TAL and the Republic of Tajikistan.

 II. Discussion

 TAL now moves to dismiss Counts VI-X of UAL's complaint and ALG's cross-claims, asserting the same deficiencies with both pleadings. First, TAL contends that since it was not a party to the Lease, the Sublease or any written Sublease Assignment, neither UAL nor ALG can state a claim against it upon which relief can be granted. Second, TAL asserts that it is not subject to personal jurisdiction in Illinois. Therefore, TAL argues that both UAL's complaint and ALG's cross-claim should be dismissed under Rules 12(b)(6) and 12(b)(2).

 A. Rule 12(b)(6)

 A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) should not be granted "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claims which would entitle him to relief. Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957); Johnson v. Martin, 943 F.2d 15, 16 (7th Cir. 1991). At this stage in the litigation, we accept the well-pleaded allegations of the complaint as true and ...


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