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Helicopter Transport Services, LLC v. Sikorsky Aircraft Corp.

United States District Court, D. Oregon

May 23, 2017

HELICOPTER TRANSPORT SERVICES, LLC, a Delaware limited liability company, and U.S. LEASECO, INC., a Delaware corporation, Plaintiffs,
SIKORSKY AIRCRAFT CORPORATION, a New York corporation, Defendant.

          Scott G. Seidman, Ryan M. Bledsoe, and Sarah Einowski, Tonkon Torp LLP, Of Attorneys for Plaintiffs.

          Jonathan M. Hoffman and Michael A. Yoshida, MB Law Group LLP, Of Attorneys for Defendant.


          Michael H. Simon United States District Judge.

         Plaintiffs Helicopter Transport Services, LLC (“HTS”) and U.S. Leaseco, Inc. (“Leaseco”) bring this action against Defendant Sikorsky Aircraft Corporation (“Sikorsky”), alleging breach of contract and breach of the implied warranties of merchantability and fitness for a particular purpose. Before the Court is Defendant's motion to dismiss for lack of personal jurisdiction. For the reasons stated below, Defendant's motion is DENIED.


         On a motion to dismiss for lack of personal jurisdiction under Rule 12(b)(2) of the Federal Rules of Civil Procedure, the plaintiff bears the burden of demonstrating that the court's exercise of jurisdiction is proper. See Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004). In evaluating the defendant's motion, “[t]he court may consider evidence presented in affidavits to assist it in its determination.” Doe v. Unocal Corp., 248 F.3d 915, 922 (9th Cir. 2001).

         When the court's determination is based on written materials rather than after an evidentiary hearing, “the plaintiff need only make a prima facie showing of jurisdictional facts.”[1]Sher v. Johnson, 911 F.2d 1357, 1361 (9th Cir. 1990) (emphasis added). “[T]he plaintiff need only demonstrate facts that if true would support jurisdiction over the defendant.” Ballard v. Savage, 65 F.3d 1495, 1498 (9th Cir. 1995). Although a plaintiff may not rest solely on bare allegations in the complaint, uncontroverted allegations must be taken as true. Schwarzenegger, 374 F.3d at 800. The court, however, may not assume the truth of such allegations if they are contradicted by affidavit. Data Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1284 (9th Cir. 1977). Further, conflicts among the parties over statements contained in affidavits must be resolved in favor of the plaintiff. Schwarzenegger, 374 F.3d at 800.


         A. The Plaintiffs

         Plaintiff HTS is a Delaware limited liability company with its principal place of business in Aurora, Oregon. Plaintiff Leaseco is a Delaware corporation with its principal place of business in Aurora, Oregon. Leaseco and HTS are the registered owner and lessee, respectively, of a Sikorsky S-61R model, commercial heavy-lift helicopter, serial number 61501, bearing the Federal Aviation Administration (“FAA”) registration N664Y (the “Helicopter”). On October 30, 2012, the FAA grounded the Helicopter. Complaint (“Compl.”) ¶ 12. Plaintiffs have been unable to fly the Helicopter ever since. Id. ¶ 15.

         B. The Defendant

         Defendant Sikorsky makes helicopters and manufactured the Helicopter at issue in this lawsuit. Sikorsky is a New York corporation with its principal place of business in Stratford, Connecticut. The S-61R Helicopter at issue is a member of the S-61 family of heavy-lift helicopters made by Sikorsky. Declaration of Mark Pilon (“Pilon Decl.”) ¶ 18. There are only two S-61R helicopters. One is owned by Plaintiff HTS. The other was owed by Carson Helicopters (“Carson”) in Oregon. Pilon Decl. ¶ 19. Sikorsky manufactured the Helicopter at issue in 1963 and operated it until 1970, when Sikorsky sold that Helicopter to Carson. Declaration of Nancy Marcho (“Marcho Decl.”) ¶ 4. Sikorsky produced the last S-61 helicopter in 1980. Id. ¶ 6. The last time that Sikorsky sold a new S-61 helicopter to a customer in Oregon was at least 35 years ago. Id. ¶ 12.

         Because of timber industry and firefighting needs in the west, the majority of the civilian, heavy-lift helicopter industry is concentrated in Oregon. Pilon Decl. ¶ 7. Oregon is home to a number of commercial helicopter operators that fly Sikorsky helicopters. Compl. ¶ 3. Both Columbia Helicopters, Inc. (“Columbia”) and Erickson Incorporated (“Erickson”) are Oregon- based companies that purchase and use helicopters in Oregon and elsewhere. Declaration of Sarah Einowski (“Einowski Decl.”), Exs. 6, 7. Sikorsky conducted business with Columbia beginning in 1967 and with Erickson in approximately 1970. Id. Sikorsky actively supports the heavy-lift helicopter industry in Oregon. Pilon Decl. ¶ 7. Sikorsky has sent advertising materials to Plaintiff HTS in Oregon and also advertises in magazines that are sent to Oregon. Pilon Decl. ¶ 14. Sikorsky also has a Fleet Technical Services Help Desk, through which Sikorsky provides engineering services to the operators of its helicopters. Pilon Decl. ¶ 13.

         Sikorsky does not design or manufacture any products in Oregon, does not own any land or real property in Oregon, does not maintain any offices in Oregon, and is not registered to conduct business in Oregon. Marcho Decl. ¶¶ 8-10. In addition, Sikorsky does not directly contract with any dealers, retailers, or distributors located in Oregon for the sale of helicopters, and it has no direct employees who regularly work in Oregon. Id. ¶¶ 10-11.

         Sikorsky Commercial Services, Inc. (“SCS”) is a wholly-owned subsidiary of Sikorsky. Declaration of William Ryall (“Ryall Decl.”) ¶¶ 4-5; Einowski Decl., Ex. 5 ¶ 2. In 1998, Sikorsky acquired Helicopter Support, Inc. (“HSI”). Ryall Decl. ¶ 4. In January 2015, HSI changed its name to “Sikorsky Commercial Services, Inc.” Ryall Decl. ¶ 5. (For convenience, the Court will refer to HSI simply as “SCS.”)

         Sikorsky itself does not sell commercial replacement helicopter parts; instead, they replacement parts are sold by SCS. Ryall Decl. ¶ 3. SCS also provides dedicated logistical support and repair services and maintains a comprehensive inventory of replacement helicopter parts. Einowski Decl., Ex. 5 ¶ 63. As of 2007, SCS (then known as “HSI”) maintained more than 100, 000 parts in inventory and serviced more than 900 customers in 56 countries. Einowski Decl., Ex. 5 ¶ 63. SCS also provides factory authorized services for Sikorsky's S-61 helicopters. Id. ¶ 64.

         The only reliable sources for replacement parts for Sikorsky helicopters are Sikorsky and its direct subsidiaries, including SCS. Pilon Decl. ¶ 15; Ryall Decl. ¶ 3. Sikorsky maintains an interactive website to allow businesses and consumers to coordinate with Sikorsky and order parts and technical support services online. Pilon Decl. ¶ 16; Einowski Decl., Ex. 5. Plaintiff HTS has a Sikorsky-assigned customer code and login ID for Sikorsky's portal so that HTS can order replacement parts. Pilon Decl. ¶ 16. Sikorsky also has a second website,, that makes Sikorsky's technical manuals available to owners and operators with a valid login and registration. Id. ¶ 17. HTS pays Sikorsky an annual subscription fee for this service. Id.

         William Ryall (“Ryall”) is employed by SCS as the “Aftermarket Program Manager”; he works in Connecticut. Ryall Decl. ¶ 1. Gary Tate (“Tate”) works as a contractor for SCS; his title is “Field Service Representative.” Declaration of Gary Tate (“Tate Decl.”) ¶ 1. Sikorsky tells its customers that the Field Service Representative is the owner or operator's “first point of contact” for Sikorsky's “localized support services.” Einowski Decl., Ex. 3 at 2. Tate holds himself out as the “[d]irect technical liaison between Sikorsky and Sikorsky's customers.” Einowski Decl., Ex. 2 at 1.

         Tate lives in British Columbia, Canada. Tate Decl. ¶ 4. The territory for which Tate provides field services consists of Canada, the West Coast of the United States, and Greenland. Id. ¶ 3. Tate is not a salesman and does not take sales orders or promote or solicit the sale of Sikorsky products. Id. ¶ 8. Instead, Tate's job as a Field Service Representative “is to provide technical assistance to resolve difficult or unusual maintenance problems and to serve as a technical liaison between Sikorsky and its customers.” Id. ¶ 7. Tate does not ordinarily meet operators of Sikorsky helicopters in person in the United States; instead, he typically responds to them by telephone, email, or occasionally fax. Id. ¶ 11.

         In addition, if an owner or operator of a Sikorsky helicopter calls Tate in an effort to locate a replacement part that is no longer manufactured by Sikorsky or sold by SCS, Tate makes telephone calls to other owners and operators to see if anyone has the needed replacement part available. Tate Decl. ¶ 9. If so, Tate will pass along that information to the person who originally contacted him. Id. The services that Tate provides are free of charge to owners and operators of Sikorsky helicopters. Tate Decl. ¶ 13.

         Tate and others at Sikorsky or SCS provide HTS with the information necessary to maintain and repair its Sikorsky helicopters. Pilon Decl. ¶ 9; Tate Decl. ¶ 1, 7. Tate also periodically sends to HTS in Oregon safety bulletins and other relevant information. Pilon Decl. ¶ 10. In addition, Sikorsky, through Tate, periodically requests information from HTS in Oregon about the operation of HTS's Sikorsky-manufactured helicopters, and Sikorsky uses this information to update its protocols for maintenance, repair, and overhaul. Id. ¶¶ 5, 11. Tate keeps HTS advised about his general availability. Id. ¶ 12. During the past five years, Tate has “received six requests for technical assistance” from Plaintiff HTS, “two of which appear to relate to the main gearbox (MGB)” issue that is at the center of this lawsuit. Tate Decl. ¶ 14. Tate “attempted to assist HTS in response” to its request. Id. at ¶ 15.

         C. The Problem

         Plaintiffs allege that when Leaseco purchased the Helicopter from a third party, Leaseco became a successor-in-interest to Sikorsky's contractual and implied warranty obligations owed to owner-operators of Sikorsky's S-61R helicopters. Compl. ¶ 18. Plaintiffs further allege that Sikorsky breached those obligations by failing to manage the Helicopter's type certificate (“TC”)[2] “in such a way so that Plaintiffs could maintain the N664Y Helicopter to conform to the TC and keep the helicopter airworthy.” Compl. ¶ 19. According to Plaintiffs, as a direct and foreseeable result of Sikorsky's breach, the Helicopter has been grounded since 2012, causing HTS damages in the form of lost profits, unnecessary costs, and lost value. Id. ¶¶ 21-23.

         From January 3, 1972, until October 2012, based on direct advice from Sikorsky, a model number S6137-23000-013 MGB was installed in the Helicopter at issue. In 1982, Sikorsky itself removed a -013 MGB and replaced it with another -013 MGB. In the fall of 2012, the Helicopter needed a new MGB. HTS hired RotorMaxx to perform this work. Sikorsky employee Robert F. Bellone advised HTS that MGB models -013 through -019 all conformed to the type certificate and would, therefore, be acceptable to install in the Helicopter. Based on Sikorsky's advice, because no other -013 MGB was available, HTS installed a -019 MGB. Shortly after the new MGB was installed, however, the Helicopter underwent a routine inspection by the FAA office in Hillsboro, Oregon. Pilon Decl. ¶¶ 22-25.

         The FAA office in Oregon raised concerns regarding, among other issues, the new MGB. HTS contacted Tate, who replied that he would be speaking with the FAA's office in Hillsboro, Oregon. On November 2, 2012, Sikorsky again assured HTS that the correct MGB had been installed, that Sikorsky would draft a letter confirming this, and that HTS could forward the letter to the FAA in Hillsboro. HTS sent this letter, with Mr. Bellone's consent, to the FAA in Hillsboro. Despite this letter, a week later, HTS learned that Sikorsky had informed the Boston Aircraft Certification Office (“ACO”) of the FAA that only -017 and -018 MGBs could be installed on the S-61R Helicopter.

         Under the FAA's structure, the ACO manages type certificates based on geography. Because Sikorsky is in Connecticut, the Boston ACO office has jurisdiction over Sikorsky's type certification, and all information must go through that office. The Boston ACO amended the S-61 type certificate to reflect this newly disclosed information from Sikorsky. The Boston ACO, based on the information it received from Sikorsky, informed the FAA in Hillsboro, Oregon that only the -017 and -018 model MGBs were approved for the S-61R. Relying on Sikorsky's advice to the Boston ACO, the FAA ordered the Helicopter grounded until a conforming MGB could be installed. According to Plaintiffs, there are no -017 or -018 MGBs being manufactured or otherwise available to install on the Helicopter, and there is no complete set of technical specifications or blueprints from which a -017 or -018 MGB could be made. Thus, because -017 and -018 MGBs are not available, the Helicopter at issue “will likely be grounded indefinitely.” Pilon Decl. ¶¶ 25-31.


         A. Personal Jurisdiction: ...

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