Aircraft Financing Commission Dispute – Implied Contract Theory
A contract implied in law, or quasi contract, operates where there Is no contract in place to provide a remedy where one party is unjustly enriched, and where that party received a benefit under circumstances that made it unjust to retain it without giving compensation. The plaintiff n Associated Leasing International Corp. v. Alpha Capital Services, Inc. utilized this theory in an attempt to recover a commission on aircraft financing transaction. Associated Leasing International Corp. v. Alpha Capital Services, Inc., 992 So. 2d 283 (Fla. 4th DCA 2008).
An abridged version of the extensive facts of the case is as follows: Herbert Beck (“Beck”) was the owner of Jet Travel, a charter jet service. Beck approached John Casserly (“Casserly”), who was an aircraft broker doing business as Alpha Capital, Inc., and sought his assistance for securing refinancing for a Lear 55 jet. Casserly was successful and received a broker’s fee. Thereafter, in 1995, Beck again approached Casserly regarding refinancing of the Lear 55. Casserly introduced Beck to Associated Leasing (“Associated”) to provide the refinancing. However, before any determination was made by Associated, Jet Travel filed for bankruptcy, and Associated was unable to fund the refinancing.
After Associated turned down the financing, Casserly submitted an application to GE Capital, and made several other inquiries to lenders, including Joe Dini at Finova Capital Corporation. The transaction was never presented to Finova because at the time Casserly was dealing with GE Capital. After over a year of working on the refinancing, the Lear 55 was repossessed by the original lender. GE Capital turned down the transaction, and Casserly stopped working on the refinancing. Beck told Casserly that he was moving back to his home country Austria.
Sometime later, Beck who was doing business as Quicksilver, contacted Ronald Shane, the president of Associated about financing of two smaller Lear jets. Beck told Shane that he had terminated his relationship with Casserly; Shane did not confirm this with Casserly. Shane called Finova and asked if Finova would be interested in working with Beck. Shane was a longtime acquaintance of the president of Finova. Joe Dini called Shane; thereafter Beck flew out and met with Dini; thereafter, Finova made a proposal which was accepted by Beck. Associated was kept informed of the negotiations. Two deals were ultimately made, one as to a Lear 35 jet, and the other as to a Lear 36 jet. A commission was paid by Finova to Associated in connection with the financing transaction. Dini testified that it was expected that if another broker was involved that they would work out any commission split between them.
Casserly sued Associated for commissions on both the Lear 35 jet and the Lear 36 jet under an implied contract theory claiming that Casserly had conferred a benefit on Associated of which Associated knew, and that Associated had retained that benefit; Casserly further alleged that it would be inequitable for Associated to retain the benefit because Casserly was the procuring cause of the commission paid to Associated by Finova. A jury returned a verdict in favor of Casserly, and a final judgment on the verdict was entered by the court. Associated appealed.
On appeal, the Fourth District Court of Appeal reversed finding that no benefit was conferred upon Associated, thereby reversing and remanding for entry of a judgment in the favor of defendants. Casserly contended that he conferred a benefit upon Associated by introducing it to Beck and preparing the financing documents. The court disagreed with this contention and found that neither one of these two items constituted a benefit to Associated: (1) the court found that Casserly’s effort in compiling the documents did not constitute a benefit conferred upon Associated because the documents were prepared for the benefit of GE Capital and Beck in order to close on the prior financing transaction for the Lear 55. (2) The introduction of Beck to Associated for purposes of obtaining refinancing of the Lear 55 did not constitute a benefit upon Associated in connection with the financing of the Lear 35 and Lear 36 jets, and furthermore there was no testimony that the Lear 35 and 36 transactions were considered to be part of the same transaction as the Lear 55. (3) Additionally, there was no evidence presented that Associated was aware of the “benefit” of the introduction of Beck; Casserly had introduced Beck to Associated in hopes of Associated’s refinancing of the Lear 55, and thus Associated’s contact was as a lender, not a broker.
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