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Triumph Aerostructures-Tulsa, LLC v. Spirit Aerosystems, Inc.

Superior Court of Delaware

August 8, 2018

TRIUMPH AEROSTRUCTURES-TULSA, LLC Plaintiff
v.
SPIRIT AEROSYSTEMS, INC. Defendant SPIRIT AEROSYSTEMS, INC. Counterclaim-Plaintiff
v.
TRIUMPH AEROSTRUCTURES-TULSA, LLC & TRIUMPH GROUP, INC. Counterclaim Defendants

          Submitted: July 19, 2018

         On Plaintiffs Motion for Judgment on the Pleadings on the Issue of Liability GRANTED IN PART

          David J. Margules, Esquire, Evan W. Krick, Esquire, David H. Pittinsky, Esquire (Argued), Burt M. Rublin, Esquire, Ballard Spahr LLP, Attorneys for Plaintiff.

          Robert 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.

          MEMORANDUM OPINION

          Honorable Mary M. Johnston, Judge.

         PROCEDURAL AND FACTUAL CONTEXT

         Plaintiff Triumph Aerostructures-Tulsa, LLC is a supplier of aerospace components and systems. Defendant Spirit Aerosystems, Inc. designs and manufactures large aircraft structures, including wings.

         This 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.

         As the 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 Warranty Liabilities."

         This 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 3.19(b) liabilities.

         STANDARD OF REVIEW

         The 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.[1] Where a motion is supported by affidavits, and matters outside the pleadings are injected, the motion is treated as one for summary judgment.[2] When the motion involves contract interpretation, and the provision at issue is susceptible to more than one reasonable construction, the motion must be denied.[3]

         ANALYSIS

         Triumph's 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).[4]

         Spirit 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 responsibility.

         Relevant ...


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