Submitted: July 19, 2018
Plaintiffs Motion for Judgment on the Pleadings on the Issue
of Liability GRANTED IN PART
J. Margules, Esquire, Evan W. Krick, Esquire, David H.
Pittinsky, Esquire (Argued), Burt M. Rublin, Esquire, Ballard
Spahr LLP, Attorneys for Plaintiff.
W. Whetzel, Esquire, Travis S. Hunter, Esquire, Richards,
Layton & Finger, P.A., Eric Fishman, Esquire (Argued),
Anne Catharine Lefever, Esquire (Argued), Pillsbury Winthrop
Shaw Pittman LLP, Attorneys for Defendant.
Honorable Mary M. Johnston, Judge.
AND FACTUAL CONTEXT
Triumph Aerostructures-Tulsa, LLC is a supplier of aerospace
components and systems. Defendant Spirit Aerosystems, Inc.
designs and manufactures large aircraft structures, including
case arises out of an asset purchase agreement
("APA"). Triumph acquired two Gulfstream Aerospace
Corporation wing supply programs from Spirit. The APA, dated
December 8, 2014, allocated the parties' assumption of
liabilities and obligations. Triumph filed this action on
December 1, 2017.
seller, Spirit retained responsibility for Excluded
Liabilities. The parties now dispute the interpretation of
Excluded Liabilities. Triumph alleges that Excluded
Liabilities includes all "matter[s] set forth on
Schedule 3.19(b)." Spirit filed a counterclaim,
demanding attorneys' fees and costs incurred in
connection with Triumph's refusal to assume "all
action was stayed while the parties engaged in mediation. The
mediation was unsuccessful. Triumph filed the instant Motion
for Partial Judgment on the Pleadings. Triumph seeks a
judicial declaration that Spirit is liable for all Schedule
Court reviews a motion for judgment on the pleadings in the
light most favorable to the non-moving party. If the
pleadings raise any material issues of fact, the motion
cannot be granted. Where a motion is supported by affidavits,
and matters outside the pleadings are injected, the motion is
treated as one for summary judgment. When the motion involves
contract interpretation, and the provision at issue is
susceptible to more than one reasonable construction, the
motion must be denied.
request for relief in the pending motion is narrow.
Triumph respectfully requests that this Court declare that
the "(including any matter set forth on Schedule
3.19(b))" Excluded Liability in APA Section 1.2(c)(xi)
requires Spirit to "pay, perform, discharge or otherwise
satisfy" all of the Liabilities which arise out of all
of the matters set forth on Attachment 3.19(b), which was
incorporated by reference in Schedule 3.19(b).
counters that the APA expressly states that Triumph assumes
"all Warranty Liabilities." Thus, all Warranty
Liabilities on Schedule 3.19(b) are not Spirit's