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Mansfield Heliflight, Inc v. Heli-One Canada Inc.

September 28, 2012


The opinion of the court was delivered by: John M. Conroy United States Magistrate Judge


Presently before the Court is Defendant Heli-One Canada Inc.'s motion to dismiss under Fed. R. Civ. P. 12(b)(2) for lack of personal jurisdiction. (Doc. 9.) For the reasons stated below, the motion to dismiss is DENIED.

Factual Background

For the purposes of the motion to dismiss, all facts taken from Plaintiff's pleadings and affidavits are assumed to be true and all inferences drawn therefrom must be drawn in Plaintiff's favor. Hoffritz for Cutlery, Inc. v. Amajac, Ltd., 763 F.2d 55, 57 (2d Cir. 1985).

I. The Parties

Plaintiff Mansfield Heliflight, Inc. ("Mansfield") is a Vermont corporation, with its principal place of business in Milton, Vermont. (Doc. 7 at 3.) Defendant Heli-One Canada Inc. ("Heli-One Canada") is a Canadian corporation with its principal place of business in Richmond, BC, Canada. (Doc. 9-1, Hill Decl. ¶ 2.) Defendant Heli-One (Norway) SA ("Heli-One Norway") is a Norwegian company with its principal place of business in Sola, Norway. (Id. at ¶ 3.) Defendants are two distinct and separate legal entities. (Id. at ¶ 4.)

Heli-One is an operating division of parent company CHC Helicopter Corporation. (Doc. 15-1.) CHC was purchased by First Reserve Corporation in 2008 (id.), a private equity firm located in Greenwich, Connecticut. (Doc. 15-2.) Heli-One describes itself in the following way in a recent press release: "Heli-One is headquartered in Delta, British Columbia, Canada; with maintenance, repair and overhaul facilities in Delta, BC, Stavanger, Norway, and Fort Collins, Colorado." (Doc. 15-4.) Similarly, on its website the company describes its Canadian office as the "Heli-One Head Office" and its Norway office as the "Heli-One Norway Office." (Doc. 15-3.) At oral argument on the instant motion, Heli-One Canada confirmed that the two corporations -- Heli-One Canada and Heli-One Norway -- are owned by the same parent company.

II. Facts and Procedural Background

This case arises from the failure of Defendants to pay Plaintiff for helicopter parts.

Andrew Nevison, Sales Director at Heli-One Canada, met Eric Chase, President of Mansfield Heliflight, at a convention in Orlando, Florida in March 2011. (Doc. 18-3.) Nevison introduced Chase to Leif Torkelson, of Heli-One Norway, with whom Chase would begin negotiations for the sale of helicopter parts and engines. (Id.)*fn1 Specifically, Plaintiff commenced negotiations with Torkelson -- whose e-mail signature identified him as the "Director, Supply Chain Europe" for "Heli-One"*fn2 (Doc. 15-8) -- over the sale of two engines and other parts from a Eurocopter AS 332 L2 "Super Puma." (Doc. 7 at 4.) After a significant amount of negotiation, the parties reached an agreement on May 9, 2011. (Id. at 4.) The next day, Plaintiff drafted an invoice reciting the agreed-to price: $1,564,000. (Doc. 9-6.) The invoice identified the party to be billed as "HeliOne." (Id.)

The bill was never paid. On May 17, 2011, Torkelson e-mailed Chase stating that he was experiencing internal delays in getting final approval and that he expected a decision "by early June." (Doc. 7 at 4.) On June 3, 2011, Torkelson e-mailed Chase and provided the shipping address in Norway in the event that a deal was reached. (Id.) On June 8, 2011, Torkelson wrote Chase stating that he had just spoken with the "head office" in Vancouver about the approval for financial expenditure and stated that he expected a response by the end of that week. (Id. at 4-5; Doc. 15-11.) Over the next few days, Torkelson continued to e-mail Chase, requesting that the engines be sent because he believed final approval was imminent, that "indications [are] positive," and then asking for a price only for the engines (without the parts). (Doc. 7 at 5.) After further negotiation, a price of $1,300,000 was agreed upon for just the engines that were the subject of the earlier agreement. (Id.)

On July 6, 2011, Nevison informed Chase that Jerry Rockstroh, Executive Vice President and Chief Procurement Officer of Heli-One Canada, would be the "final decision maker." (Doc. 7 at 5.) On July 13, 2011, Gary McKown, also of Heli-One Canada, asked Chase to provide information regarding the status of the deal. (Id.) In response, Chase provided all prior correspondence between Chase and Torkelson. (Id.) On July 25, 2011, Torkelson wrote Chase to confirm that the engines had arrived at the Norway facility. (Id.) On August 2, 2011, Torkelson wrote Plaintiff stating that he would be leaving Heli-One and that Ken Vidar Pedersen would be handling the purchase after he left. (Id. at 6.) When Plaintiff e-mailed Pedersen to confirm that the deal was still on, Pederson stated that he was unaware of the deal but would discuss it with Rockstroh. (Id.) After Torkelson left the company, Chase was also told that Rockstroh would be handling the transaction. (Doc. 15-6, Chase Decl. ¶ 12.) Considerable correspondence ensued between Rockstroh and Chase regarding the matter, including repeated unfulfilled promises to provide updates on its status, culminating in a January 2012 telephone call from Chase to Rockstroh in which Chase demanded resolution of the matter in light of the fact that the engines had been in Norway for six months. (Doc. 7 at 8.) On February 8, 2012, Chase informed Rockstroh that the matter would be turned over to its legal counsel because it did not feel as though Defendants had acted in good faith. (Id. at 9.) On February 12, 2012, Chase tried to meet with Rockstroh in person while they were both in Dallas at a convention, but to no avail. Rockstroh responded that his schedule was "back to back" during the convention, and noted that it was "unfortunate we could not come to a viable agreement on this offer you solicited to us." (Doc. 15-9.) As the foregoing demonstrates, between August 2011 and February 2012, all communication regarding the purchase of the engines took place between Plaintiff and Rockstroh. (Doc. 15-6, Chase Decl. ¶ 13.)

Plaintiff filed its Amended Complaint on April 20, 2012,*fn3 alleging various breach of contract, quasi-contract, and tort claims against both Heli-One Canada and Heli-One Norway.*fn4 (Doc. 7.) Defendant Heli-One Canada filed the instant motion to dismiss for lack of personal jurisdiction on May 30, 2012. (Doc. 9.)

III. Other Contacts Between Heli-One Canada and Vermont

Other than communication regarding the sale of the parts and engines forming the basis of this cause of action, Heli-One Canada and employees of Mansfield have had only "occasional communications" about potential sales opportunities. (Doc. 9-1, Hill Decl. ¶ 7.) No transactions have resulted from these communications, and Heli-One Canada has no other business relationships with customers in Vermont. (Id. at ¶¶ 6-9.) In addition, Heli-One Canada has no physical presence in Vermont, has no staff in Vermont, has no bank accounts in Vermont, has not derived revenue or paid taxes in Vermont, is not registered to do business in Vermont, and does not have a registered agent to accept service on its behalf in Vermont. (Id. at ¶¶ 11-16.)

Plaintiff, however, also points out two recent contacts. In July 2011, Ricky Reno, Sales Director for Heli-One American Support, LLC, visited Mansfield in Vermont for the purpose of soliciting business. (Docs. 15-14; 18-2, Hill Decl. ΒΆ 3.) Subsequently, in June 2012, Brit McDermett, a member of the sales team employed by Heli-One American Support, LLC, solicited Mansfield employees in an e-mail, asking to visit Mansfield's "shop" during a trip to the area "in the next few ...

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