Skytruck Company LLC v. Sikorsky Aircraft Corporation

Case: 12-10708 Date Filed: 12/13/2012 Page: 1 of 6
[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 12-10708
________________________
D. C. Docket No. 2:09-cv-00267-UA-SPC
SKYTRUCK COMPANY LLC,
a Florida LLC,
Plaintiff-Appellant,
versus
SIKORSKY AIRCRAFT CORPORATION,
a Connecticut corporation,
POLSKIE ZAKLADY LOTNICZE,
Defendants-Appellees.
________________________
Appeal from the United States District Court
for the Middle District of Florida
_________________________
(December 13, 2012)
Before JORDAN and ANDERSON, Circuit Judges, and ALBRITTON,* District
Judge.
*
Honorable W. Harold Albritton, United States District Judge for the Middle District of
Alabama, sitting by designation.
Case: 12-10708 Date Filed: 12/13/2012 Page: 2 of 6
PER CURIAM:
We have had the benefit of oral argument, and have carefully considered the
briefs and relevant parts of the record. We conclude that the judgment of the
district court should be affirmed.
With respect to Skytruck’s tortious interference claim, we conclude that
Defendants were interested parties with respect to the Non-Circumvention
Agreement –i.e., they were not strangers to the contract. For Skytruck to fully
perform under that contract, it required the participation by Defendants, including
permitting a factory visit by the parties and agreeing to sell aircraft. See Palm
Beach Healthcare v. Prof. Med. Educ., 13 So.3d 1090 (Fla. 4th DCA 1999); Genet
Co. v. Anheuser-Busch, Inc., 498 So.2d 683 (Fla. 3d DCA 1986). We also
conclude that Skytruck has failed to sufficiently allege a lack of good faith or
justification to nullify Defendants’ qualified privilege to interfere. Defendants
were legally entitled to decline to permit Skytruck to market products on their
behalf or otherwise represent them, and were legally entitled to choose their own
representatives and sell to parties of their own choice. “The cause of action for
tortious interference . . . ‘recognizes that economic relations are entitled to freedom
from unreasonable interference.’” Palm Beach, 13 So.2d at 1095 (quoting United
Yacht Brokers, Inc. v. Gillespie, 377 So.2d 668, 672 (Fla. 1979)).
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We also agree that the district court properly granted summary judgment in
favor of Defendants on Skytruck’s unjust enrichment claim. It is undisputed that
the previous exclusive distributorship for the United States market was terminated
by Defendants in March 2005. It is also undisputed that, first in April and then in
May 2007, Skytruck attempted to resurrect some role for itself, which attempt was
flatly rejected by Defendants. On April 16, 2007, PZL responded to Skytruck
stating: “Please know that our sales and marketing plans do not include a role for
the Skytruck company.” And when Skytruck tried again, PZL responded on May
22, 2007: “As we stated in our April 16, 2007, correspondence, our sales and
marketing plans do not include a role for Skytruck company.”
Sierra Nevada, which was assisting the United States Air Force with
procurement of aircraft, contacted Skytruck in August 2006 with an interest in the
M28 aircraft manufactured by PZL. This was more than a year after termination of
Skytruck’s exclusive distributorship agreement with Defendants. Nevertheless,
Skytruck represented to Sierra Nevada that it was the exclusive distributor in the
United States for the M28 aircraft. Defendants had no knowledge of Skytruck’s
representation to Sierra Nevada, and had no knowledge of Skytruck’s efforts with
respect to Sierra Nevada (including Skytruck’s November 5-6, 2007, demonstration
to Sierra Nevada and the Air Force of the M28 aircraft which Skytruck owned or
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controlled). Defendants had no knowledge of such Skytruck efforts until mid-
November 2007, when Skytruck requested a factory visit for Sierra Nevada and the
Air Force. Again, Defendants flatly rejected Skytruck’s request. PZL answered by
email dated November 29, 2007, stating:
As we have stated many times to Skytruck, LLC, PZL Milec’s sales
and marketing plans do not include a role for your company. Thus, we
will not be hosting a visit on your behalf as requested in your note.
Sikorsky also responded by letter dated November 29, 2007, stating:
In response to your and Mr. McConnell’s communications with Mr.
Pino, Mr. Estill and others please be advised that Sikorsky Aircraft has
no interest in establishing a relationship with Skytruck Company,
LLC. We will not be responding to the request from Skytruck
Company and we ask that you not forward information or proposals to
anyone at Sikorsky Aircraft.
Subsequent to the foregoing rejections, a captain in the Air Force contacted
Defendants, arranged a factory visit for Sierra Nevada and the Air Force, and sales
were subsequently negotiated and consummated. Skytruck sued Defendants,
asserting a claim for unjust enrichment. After full discovery, the district court
rejected Skytruck’s claim on the basis of the unclean hands doctrine and on the
basis of the “officious intermeddler” doctrine.
Without addressing the unclean hands doctrine,1 we affirm on the basis of
1
Although in its dealings with Sierra Nevada, Skytruck clearly misrepresented its
relationship with Defendants, Skytruck argues that the party asserting the unclean hands defense
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the “officious intermeddler” doctrine. The Florida Supreme Court in Tipper v.
Great Lakes Chemical Co., 281 So.2d 10 (1973), adopted the principle of law
found in Restatement of the Law of Restitution, §112, as follows:
A person who without mistake, coercion or request has
unconditionally conferred a benefit upon another is not entitled to
restitution, except where the benefit was conferred under
circumstances making such action necessary for the protection of the
interests of the other person or of third persons.
Although the exception applied in Tipper, it does not apply in the instant case.
Skytruck’s several attempts to resurrect some arrangement with Defendants was
repeatedly rejected with ample clarity. Accordingly, Skytruck’s efforts with Sierra
Nevada were undertaken at its own risk, and thus gratuitously. Assuming arguendo
that Skytruck conferred a benefit upon Defendants that they otherwise would not
have enjoyed,2 we do not believe that Florida law empowers a party in Skytruck’s
shoes to force itself upon a party in Defendants’ shoes and place Defendants in the
position of either accepting Skytruck’s intrusion or foregoing a profitable sale to a
(i.e., the Defendants here and not Sierra Nevada) has to prove harm or prejudice to itself.
Because we affirm on the basis of the “officious intermeddler” theory, we need not address
Skytruck’s argument or the nature and extent of harm (if any) to either Sierra Nevada or the
Defendants.
2
Although it seems likely that Sierra Nevada and the Air Force would ultimately
have located the party or parties properly authorized to deal with the M28, Defendants have made
no such assertion, and we have not examined the record in that regard. Accordingly, we assume
that Skytruck did confer a benefit.
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customer like Sierra Nevada and the Air Force. See Hermanowski v. Naranja
Lakes Condominium, 421 So.2d 558, 560 (Fla. 3d DCA 1982) (“[N]o unjust
enrichment occurs on these facts. To hold otherwise would put [a party in
Skytruck’s shoes] in the position of being able to enhance cable TV services
without any meeting of the minds regarding rates or services and subsequently seek
additional payment.” ). We agree with the district court that the undisputed facts
clearly indicate that Skytruck is an “officious intermeddler” and is not entitled to
restitution.3
AFFIRMED.
3
In light of this resolution, we need not address the jury demand issue.
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