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INTERLEASE AVIATION INVESTORS II v. VANGUARD AIRLINES

May 19, 2004.

INTERLEASE AVIATION INVESTORS II (ALOHA) L.L.C, INTERLEASE AVIATION INVESTORS III (TACA) L.L.C., and MIMI LEASING CORP., Plaintiffs
v.
VANGUARD AIRLINES, INC., PEGASUS AVIATION, INC., VANGUARD ACQUISITIONS COMPANY, AIRLINE INVESTMENTS, INC., SEABURY GROUP, LLC, and RICHARD S. WILEY, Defendants; PEGASUS AVIATION, INC. and VANGUARD ACQUISITION COMPANY, Counter-Plaintiffs v. INTERLEASE AVIATION INVESTORS II (ALOHA) L.L.C., INTERLEASE AVIATION INVESTORS III (TACA) L.L.C., MIMI LEASING CORP., PHILIP COLEMAN, and DOES 1 through 5, inclusive, Counter-Defendants



The opinion of the court was delivered by: AMY J. ST. EVE, District Judge

MEMORANDUM OPINION AND ORDER

Plaintiffs Interlease Aviation Investors II (ALOHA) L.L.C. ("Interlease II"), Interlease Aviation Investors III (TACA) L.L.C. ("Interlease III"), and Mimi Leasing Corp. ("Mimi") (collectively, "Plaintiffs") filed an eight-count Fifth Amended Complaint ("FAC") against Vanguard Airlines, Inc. ("Vanguard"), Pegasus Aviation, Inc. ("Pegasus"), Vanguard Acquisition Company ("VAC"), Airline Investments, Inc. ("AII "), Seabury Group, LLC ("Seabury"), and Richard S. Wiley ("Wiley") (collectively, "Defendants").

In Counts I-III, Plaintiffs allege breach of contract against Vanguard. In Count IV, Plaintiffs allege fraud against Vanguard and Seabury, and in Count V, they allege negligent misrepresentation against Vanguard and Seabury. In Count VI, Plaintiffs allege tortious interference with contractual relations against Pegasus, VAC, AII, and Wiley (collectively, the "Pegasus Parties"). In Count VII, Plaintiffs allege unjust enrichment against the Pegasus Parties. In Count VIII, Plaintiffs allege a fraudulent scheme against all Defendants.

  Pegasus filed a four-count counterclaim against Interleave II, Interlease III, and Mimi ("Counterdefendants"),*fn1 alleging intentional fraud (Counts I and II), negligent misrepresentation (Count III), and fraudulent scheme (Count IV). (R. 71-1, Corrected Countercl.) Intervenor*fn2 VAC asserted identical counts in a four-count complaint. (Compare R. 71-1, Corrected Countercl., with R. 68-1, Compl. in Intervention.) The parties do not separately address Pegasus's Corrected Counterclaim and VAC's Complaint in Intervention in their briefs. For ease of reference, the Court adopts the parties' convention and generally refers to the four counts as Pegasus and VAC's "Counterclaim."

  Four motions are currently before the Court. The Pegasus Parties filed a motion for summary judgment as to Counts VI, VII, and VIII of the FAC. Seabury moved for summary judgment as to Counts IV, V, and VIII of the FAC. Counterdefendants filed a motion for partial summary judgment as to Counts I, II, and IV of the Counterclaim, and a motion for judgment on the pleadings as to Count III of the Counterclaim.

  For the reasons stated herein, the Pegasus Parties' motion for summary judgment is granted as to Count VI (tortious interference), Count VII (unjust enrichment), and Count VIII (fraudulent scheme) of the FAC. Seabury's motion for summary judgment is granted as to Count IV (fraud), Count V (negligent misrepresentation), and Count VIII (fraudulent scheme) of the FAC. Counterdefendants' motion for summary judgment is granted as to Counts I and II (fraud) and Count III*fn3 (negligent misrepresentation), and denied in part as to Count IV (fraudulent scheme).

  LEGAL STANDARDS

  Summary judgment is proper when "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). A genuine issue of triable fact exists only if "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Pugh v. City of Attica, 259 F.3d 619, 625 (7th Cir. 2001) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510 (1986)). "Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson, 477 U.S. at 248, 106 S.Ct. at 2510. The party seeking summary judgment has the burden of establishing the lack of any genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 2552 (1986). A party will successfully oppose summary judgment only if it presents "definite, competent evidence to rebut the motion." Equal Employment Opportunity Comm'n v. Roebuck & Co., 233 F.3d 432, 437 (7th Cir. 2000). The Court "considers the evidentiary record in the light most favorable to the nonmoving party, and draws all reasonable inferences in his favor." Lesch v. Crown Cork & Seal Co., 282 F.3d 467, 471 (7th Cir. 2002).

  BACKGROUND

 I. The Parties

  Plaintiff Interlease n is an Illinois limited liability corporation with its principal place of business in Northfield, Illinois. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 1; R. 145-1, Pls.' Resp. to Pegasus's Rule 56.1 Statement ("Pls.' Rule 56.1 Resp."), ¶ 1.) Its members are citizens of Illinois and Iowa.*fn4 (R. 91-1, FAC ¶ 1.) Plaintiff Interlease III is an Iowa limited liability corporation with its principal place of business in Northfield, Illinois. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 1; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 1.) Its members also are citizens of Illinois and Iowa. (R. 91-1, FAC ¶ 2.) Plaintiff Mimi is an Iowa corporation with its principal place of business in Dubuque, Iowa. (R. 134-1, Pegasus Parties' Rule 56.1 Statement, ¶ 1; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 1.) Interlease n, Interlease III, and Mimi are engaged in the business of leasing commercial aircraft. (R. 134-1, Pegasus Parties' Rule 56.1 Statement, ¶ 1; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 1.)

  Defendant Vangaurd was a Delaware corporation with its principal place of business in Kansas City, Missouri. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 2; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 2.) Vanguard was a passenger airline which, at various times, leased commercial aircraft from Plaintiffs and Pegasus. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 2; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 2.) At all relevant times, Vanguard was a publicly traded company with its own management and an independent Board of Directors. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 63; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 63.) Vangaurd shares were at all times publicly traded on the Nasdaq SmallCap Market under the ticker symbol "VNGD." (R. 152-1, Seabury's Reply to Pls.' Resp. to Seabury's Rule 56.1 Statement ("Seabury's Rule 56.1 Reply"), ¶¶ 18, 20; R. 144-1, Pls.' Resp. to Seabury's Rule 56.1 Statement of Facts ("Pls.' Rule 56.1 Resp. to Seabury"), ¶¶ 18, 20.)

  Defendant Pegasus is a California corporation with its principal place of business in San Francisco, California, and is engaged in the business of leasing aircraft. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 4; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 4.) Defendant Richard S. Wiley is a California citizen and at all relevant times served as president, CEO, and a director of Pegasus. (Id. ¶ 6.) Defendant VAC is a Delaware corporation with its principal place of business in San Francisco, California, and at certain relevant times, owned shares in Vanguard. Defendant All is a Delaware corporation with its principal place of business in San Francisco, California, (Id. ¶ 5.) AII owns 100% of the stock of VAC. (R. 91-1, FAC ¶ 9.) As noted, the Court refers to Pegasus, VAC, AII, and Wiley collectively as the "Pegasus Parties."

  Defendant Seabury is a Delaware limited liability company with its principal place of business in Stamford, Connecticut. (Id. ¶ 11.) Its sole member is a New Jersey citizen. (Id. ¶ 11.) Seabury is engaged in the investment banking business. (R. 134-1, Pegasus's Rule 56, 1 Statement, ¶ 3; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 3.)

 II. Vanguard's Business Plan

  Plaintiffs leased four aircraft to Vanguard.*fn5 Vanguard experienced financial difficulties almost from the outset of its operations and had fallen behind on lease rental payments to Plaintiffs under the Leases by March 2000. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 8; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 8.) In mid 2000, Vanguard engaged Seabury, an investment-banking firm that specialized in aviation industry financing, for the purpose of raising capital and acquiring new aircraft for Vanguard. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 29; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 29.) Seabury recommended, inter alia, mat Vanguard develop a business plan. (Id. ¶ 30.)

  In mid to late 2000, Vanguard developed a Business Plan to restructure its operations. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 9; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 9.) Under the Business Plan, Vanguard planned to change its flight schedules, passenger routes, capacity, and aircraft fleet in order to transform Vanguard from a predominantly short-to-medium haul airline to a hub-and-spoke operator. (Id.) The Business Plan contemplated that Vanguard would phase out, over time, the airline's existing aged, inefficient, and high maintenance aircraft like those that Vanguard leased from Plaintiffs, and replace it with new, larger aircraft from a lessor such as Pegasus. (Id. ¶ 10.) Vanguard retained the Kiehl Hendrickson Group ("KH Group") to prepare an assessment of hub opportunities for Vanguard. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 32; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 32.) Vanguard management chose, and its Board of Directors approved, the Kansas City hub strategy over other alternatives. (Id. ¶ 33.)

  Vanguard presented the Business Plan to Pegasus in September 2000. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 11; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 11.) Thomas Mahr of Seabury contacted Wiley of Pegasus in October or November 2000 to discuss leasing aircraft to Vanguard. (Id.) Pegasus responded with a proposal for the lease of six to eight MD-80 aircraft, and Vanguard countered that, in order to go forward with the lease deal, Vanguard would also need an equity contribution from Pegasus. (Id.)

 III. The Letter Agreement, Lease Deal, Inventory Deal, And Stock Deal Between Vanguard and Pegasus

  On December 1, 2000, Vanguard and Pegasus signed a Letter Agreement which, among other things, committed Pegasus to lease to Vanguard at least six (and up to eight) MD-80 aircraft, plus certain spare engines (the "Lease Deal"). (Id. ¶ 12.) The Letter Agreement further provided that Pegasus would loan Vanguard up to $4.0 million to be secured by Vanguard's spare parts inventory (the "IAC Inventory Loan"). (Id. ¶ 13.) The IAC Inventory Loan closed in December 2000, and International Aero Components ("IAC"), an aircraft parts company owned in part by Wiley, funded the first $3.0 million at that time. (Id.) The IAC transaction provided Vanguard the ability to borrow an additional $1 million for a total of $4 million. (Id.) The Letter Agreement further committed Pegasus to make a $3 million equity investment in Vanguard (the "Stock Deal"), provided that the parties could agree upon certain terms and conditions. (Id. ¶ 14.) Pegasus formed VAC as the investment vehicle to take and hold the Vanguard shares issued pursuant to the Stock Deal. (Id.) As a pre-condition to closing the Stock Deal, Vanguard agreed to reach satisfactory agreements with all of its existing lessors (including Plaintiffs) for lease deferrals. (Id. ¶ 15.)

  The Business Plan that Vanguard and Seabury presented to Pegasus in September 2000 contemplated that Vanguard would terminate certain 737 leases early. (Id. ¶¶ 10, 15.) Specifically, the Business Plan provided that Vanguard would retire all of its 737 aircraft by the end of 2004, even though several 737 leases extended beyond that time. (Id.)

 IV. The Chicago Meeting

  In January 2001, Vanguard began seeking lease deferrals or early lease terminations from its existing aircraft lessors, including Plaintiffs, to address its short-term cash flow problems. (Id. ¶¶ 15-16.) In late January 2001, Vanguard's and Seabury's representatives met with Plaintiffs' representatives in Chicago at the law offices of Plaintiffs' counsel, Monica Carroll*fn6 (the "Chicago meeting"). (Id. ¶ 17.) Plaintiffs' representatives included Philip Coleman, David Coleman (Philip's son), and Carroll. (Id.) Defendants' representatives included Ellen Artist and Ross MacKenzie of Seabury, and Vanguard's vice president and general counsel, Brian Gillman. (Id.) The Pegasus Parties did not participate in the Chicago Meeting, although they were aware that Vanguard was communicating with its other lessors about lease deferrals. At the meeting, Vanguard provided Plaintiffs' representatives with two documents: the "Vanguard Airlines Strategy Update January 2001 "*fn7 (the "Strategy Update") and the "Vanguard Airlines Presentation to Mimi Leasing & Interlease Aviation January 2001" (the "Coleman Lease Deferral Request"). (R. 152-1, Seabury's Rule 56.1 Reply ¶ 54; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 54.) MacKenzie presented the Strategy Update on behalf of Seabury. (Id.) Artist and Gillman discussed the specific lease deferrals that Vanguard sought from Plaintiffs, as well as the dire financial condition of the company. (Id. ¶ 55.) Specifically, Artist and Gillman informed Plaintiffs that: (1) Vanguard was insolvent and could not meet its current obligations; (2) Vanguard had retained Seabury to provide financing expertise; (3) Vanguard had strategic plans to ensure reliability and to reduce costs by converting its fleet to a different type of aircraft to be leased from Pegasus; (4) Vanguard had a commitment from Pegasus to invest "$7 million in capital" in Vanguard; (5) Pegasus committed to invest approximately $3 million of additional capital, contingent upon Plaintiffs' deferral of Vanguard's lease obligations; (6) Vanguard's economic survival depended upon Plaintiffs deferring Vanguard's lease obligations as to two aircraft; and (7) as a result of Pegasus's investment in Vanguard, Pegasus would become a substantial Vanguard shareholder.

  Plaintiffs' representatives at the meeting asked few, if any, questions. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 60; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 60.) Plaintiffs did not ask any representative of Vanguard or Seabury whether the "$7 million in capital" comprised equity, debt, or some combination of the two. (R, 134-1, Pegasus's Rule 56.1 Statement, ¶ 22; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 22.)

  After the meeting, Plaintiffs thoroughly read and discussed the presentation materials, (Id. ¶ 21.) Carroll testified that she did not recall discussing or explaining any of the material to her husband. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 58; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 58.) Plaintiffs never engaged a third party to evaluate or provide an opinion on any of the information contained in the Strategy Update or Coleman Lease Deferral Proposal. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 62; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 62.)

 V. The February Conference Call

  In mid-February 2001, Mahr (Seabury's representative), Wiley (Pegasus's representative), and Coleman (Interlease's representative) discussed the Lease Deal and Stock Deal during a conference call. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 29; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 29.) Wiley represented during the call that Pegasus and VAC were "serious" about completing the transactions. (Id.) Wiley represented that Vanguard would file for bankruptcy unless Plaintiffs cooperated with the lease deferrals. (R. 145-1, Pls.' Rule 56.1 Resp., ¶ 29.) Coleman represented that Plaintiffs believed in the Business Plan and would cooperate in the Lease Deferral program. (R. 126-1, Counterdefs.' Mem, in Supp. of Part. Summ. J., at 4.)

 VI. The Agreements In Principle

  On March 8, 2001, Plaintiffs executed four "Agreements in Principle" which contemplated that within two weeks the parties would reach final agreements for Plaintiffs to: (1) accept the early return of two aircraft, and (2) agree to defer certain payments under the Leases as to the remaining two aircraft. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 30; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 30.) The Agreements in Principle further obligated Vanguard to provide each Plaintiff with a Promissory Note for the deferred lease payments (the "Promissory Notes"). (Id. ¶ 31.) The next day, March 9, 2001, VAC paid $3.25 million for 300,000 shares of Vanguard preferred stock pursuant to the Stock Deal. (Id. ¶ 32.) Later that day, VAC received copies of the Agreements in Principle signed by Plaintiffs. (Id.) After the Plaintiffs executed the Agreements in Principle, Seabury had no further contact with Plaintiffs. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 71; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 71.)

 VII. Vanguard's Further Financial Troubles

  Vanguard continued to have difficulty meeting its short-term payment obligations to lessors and other creditors, and by the end of April 2001 Vanguard concluded that it would need further financing. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 34; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 34.) In In May 2001, VAC agreed to purchase an additional $3.5 million in Vanguard stock. (Id. 38) In May and June 2001, Plaintiffs and Vanguard belatedly finalized the Promissory Notes contemplated in the Agreements in Principle. (Id. 35.) David Rescino, Vanguard's CFO, determined that it was necessary for Vanguard to obtain yet another set of lease deferrals from its lessors. (Id. 39.) Rescino made a number of proposals to Plaintiffs and other lessors. (Id. 40;) Plaintiffs refused to enter into another set of lease deferral terms with Vanguard. (Id.)

  On or about July 18, 2001, after denying Rescino's requests for further lease deferrals, Plaintiffs served Notices of Default on Vanguard with respect to the Leases of the two remaining Leased aircraft, thereby perfecting their right to repossess the two aircraft. (Id. ¶ 41.) Plaintiffs did not rescind or remove these Notices of Default at any relevant time. (Id. ¶ 48.)

 VIII. The July-August Negotiations At or about that time, Vanguard asked Wiley to identify an alternative approach for Vanguard to resolve its Lease obligations to Plaintiffs. (Id. ¶ 45.) Accordingly, in late July and again in August 2001, Wiley met with Plaintiffs' representative Coleman. (Id.) Rescino was in charge of Vanguard's efforts to negotiate further financial restructurings with Plaintiffs. (R. 152-1, Seabury's Rule 56.1 Reply, ¶ 85.) Wiley met with Coleman in Illinois at Palwaukee Airport on July 26, 2001. (R. 152-1, Seabury's Rule 56.1 Reply ¶ 88; R. 144-1, Pls.' Rule 56.1 Resp. to Seabury, ¶ 88.) Wiley and Coleman met again on August 9, 2001. (Id.) Wiley and Coleman could not agree on a solution, and no settlement, restructuring, or other agreement resulted from these discussions. (R. 134-1, Pegasus's Rule 56.1 Statement, ¶ 46; R. 145-1, Pls.' Rule 56.1 Resp., ¶ 46.)

 IX. Vanguard's Bankruptcy

  Vanguard filed for Chapter 11 bankruptcy on July 30, 2002. (Id. ¶ 72.) At that time Vanguard had outstanding debts to Plaintiffs of approximately $6.5 million, and to Pegasus of over $61 million. (Id. ¶ 73.) On September 11, 2002, Vanguard filed a notice of bankruptcy with the Court. (R. 7-1, Notice of Bankruptcy.) Plaintiffs' claims against Vanguard are subject to an automatic stay pursuant to 11 U.S.C. § 362(a).

  The Court has jurisdiction over the principal action and the counterclaim pursuant to 28 U.S.C. § 1332 because there is complete diversity of citizenship between Plaintiffs-Counterdefendants and Defendants-Counterplaintiffs, and the amount in controversy of both the principal action and the counterclaim exceeds $75,000. Venue is proper under 28 U.S.C. § 1391(a). (R. 28-1, Order at 23 (J. Alesia).) ANALYSIS

 I. The Pegasus Parties' Motion for Summary Judgment As To Counts VI, VII, And VIII Of The FAC

  A. Count VI: Tortious Interference With Contractual Relations

  Plaintiffs allege that the Pegasus Parties tortiously interfered with its Leases with Vanguard. To prevail on a tortious interference claim under Illinois law,*fn8 a plaintiff must prove: "(1) the existence of a valid and enforceable contract between the plaintiff and another; (2) the defendant's awareness of this contractual relation; (3) the defendant's intentional and unjustified inducement of a breach of the contract; (4) a subsequent breach by the other, caused by the defendant's wrongful conduct; and (5) damages." HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 131 Ill.2d 145, 154-55, 545 N.E.2d 672, 676 (Ill. 1989); Cook v. Winfrey, 141 F.3d 322, 327-28 (7th Cir. 1998). To survive summary judgment, Plaintiffs must establish a genuine issue of material fact as to the elements. Shank v. William R. Hague, Inc., 192 F.3d 675, 681 (7th Cir. 1999); see generally Common v. Williams, 859 F.2d 467, 469 (7th Cir. 1988) ("Summary judgment is properly entered in favor of a party when the opposing party is unable to make a showing sufficient to prove an essential element of a case on which the opposing party bears the burden of proof.").

  The Pegasus Parties argue that Plaintiffs cannot prevail on their tortious interference claim as a matter of law because (1) their conduct was privileged and justified, and (2) their conduct did not cause Vanguard to breach its obligations under the Leases.*fn9

  1. The Pegasus Parties' Alleged Misconduct

  Plaintiffs fail to clearly identify in their summary judgment papers the particular conduct that forms the basis of their tortious interference claim. After digging through the statements of fact, the Court identified all of the facts relating to the Pegasus Parties' conduct. The Court addresses those facts, drawing all inferences in Plaintiffs' favor.

  a. Vanguard's Alleged Breaches

  It is undisputed that Vanguard breached its contractual obligations to Plaintiffs. Neither party, however, identifies the precise nature of Vanguard's breaches in their summary judgment papers.

  In the FAC, Plaintiffs allege that Vanguard breached its obligations under the Leases, Agreements in Principle, and Promissory Notes by failing to make required payments. (R. 91-1, FAC, Count I, ¶ 24 (Mimi), Count II, ¶ 43 (Interlease III), Count m, ¶ 51 (Interlease II) ("Vanguard breached both Leases by, among other things, failing to pay rents and maintenance reserves.").)*fn10 Plaintiffs appear to further allege in the FAC that Vanguard breached its obligations under the Agreements in Principle by failing to satisfy the terms of the early termination agreement ...


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