United States District Court, D. Maryland
AEROVATION, INC., Plaintiff/Counter-Defendant/Third-Party Plaintiff,
AIRTEC, INC., Defendant/Counter-Plaintiff, STEVENS AVIATION, INC. and AERY AVIATION, LLC, Third-Party Defendants.
THEODORE D. CHUANG UNITED STATES DISTRICT JUDGE.
and Third-Party Plaintiff Aerovation, Inc.
("Aerovation") has filed a civil action against
Defendant Airtec, Inc. ("Airtec") alleging breach
of contract. After Airtec filed counterclaims, Aerovation
impleaded Aery Aviation, LLC ("Aery") and Stevens
Aviation, Inc. ("Stevens"), alleging Maryland
indemnification and contribution claims. Presently pending
before the Court are separate Motions to Dismiss filed by
Aery and Stevens. Upon reviewing the submitted materials, the
Court determines that no hearing is necessary. See
D. Md. Local R. 105.6. For the reasons set forth below,
Aery's Motion is DENIED, Stevens's Motion is GRANTED,
and Aerovation's request for leave to amend the
Third-Party Complaint as to Stevens is DENIED.
early 2018, Airtec and Aerovation entered into a contract for
Aerovation to provide materials for the modification of an
Airtec Gulfstream aircraft ("the Aerovation
Contract"). Aerovation completed delivery of the
materials in April 2018, and Airtec subsequently contracted
with Aery to install them. After securing that contract
("the Aery Contract"), Aery subcontracted with
Stevens for labor. The installation of the parts was
primarily conducted at Stevens's hangar in South
Carolina. Aerovation's only contract was with Airtec; it
did not have a contract with Stevens or Aery.
Airtec made one payment to Aerovation for the aircraft parts,
Airtec did not make full payment to Aerovation as required by
the Aerovation Contract. Airtec contends that the strongback
component and ventral fin delivered by Aerovation did not
meet the contract requirements.
limited liability company, is headquartered in Newport News,
Virginia. It has no offices or employees in Maryland. Aery
entered into a contract with Airtec, a Maryland company, in
or about early January 2018 to oversee the modification of
Airtec's Gulfstream aircraft. Airtec made the initial
contact with Aery to discuss the project in November 2017. In
turn, Aery submitted at least three formal proposals to
Airtec at its offices in California, Maryland, in January,
February, and April 2018. Airtec and Aery communicated by
telephone, email, and text to discuss the proposed contract.
The Aery Contract was executed on January 5, 2018, and
pursuant to the contract, four purchase orders totaling more
than $2 million were executed between May and October 2018.
After the award of the contract, Aery's representatives
traveled to Airtec's offices in Maryland six times
between January and August 2018. These visits included a
meeting within two weeks after the execution of the contract,
a meeting to discuss engineering and certification content, a
meeting to discuss transportation to the assembly location in
Greenville, South Carolina, and separate deliveries of parts,
component racks, and a data drive to Airtec.
proposals to Airtec sought a Virginia forum selection clause
and a choice-of-law clause providing that the contract would
be governed by Virginia law. Airtec's standard purchase
order for the receipt of services from Aery, however,
contained a Maryland choice-of-law clause and a clause
providing for mandatory mediation to occur in Maryland. The
actual purchase orders issued by Airtec and accepted by Aery
incorporated Airtec's standard purchase order by
securing the contract for the Gulfstream project at issue,
Aery received another contract from Airtec in February 2018,
for work referred to as the "King Air" project.
provided engineering labor and facilities during the
installation of the aircraft parts Aerovation provided to
Airtec. In its Counterclaim, Airtec states that after Stevens
engineers had unsuccessfully attempted to install the parts
on the Gulfstream aircraft, Airtec communicated to Aerovation
that the parts were not suitable and would require further
modification or replacement. According to Aerovation, at
Airtec's request, it sent technicians to Stevens's
facilities to "provide technical assistance" during
the installation. Third-Party Compl. ¶ 15, ECF No. 11.
Aerovation contends that if the parts could not be properly
installed on the Gulfstream aircraft, this failure was due to
the faulty work performed by Aery, Stevens, or both, rather
than any defective manufacture by Aerovation. Aerovation
further claims that Stevens's engineers lacked the
capacity to conduct proper installation. Airtec tendered only
partial payment for the materials supplied by Aerovation due
to the alleged defects.
September 25, 2018, Aerovation filed its Complaint against
Airtec for breach of contract due to Airtec's failure to
pay for the aircraft parts. Airtec counterclaimed on October
17, 2018 for breach of contract, breach of express warranty,
and breach of implied warranty, claiming that the materials
did not conform to the contract specifications. In response
to Airtec's Counterclaim, Aerovation impleaded Aery and
Stevens as third-party defendants, asserting claims for
common law indemnification and contribution against both
Motion, Aery seeks dismissal of the claims against it
pursuant to Federal Rule of Civil Procedure 12(b)(2) based on
a lack of personal jurisdiction. Stevens seeks dismissal of
both the indemnification and contribution claims against it
pursuant to Federal Rule of Civil Procedure ...