United States District Court, D. Oregon
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.
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.
OPINION AND ORDER
Michael H. Simon United States District Judge.
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.
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).
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.”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.
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.
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.
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.
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.
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
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.
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, www.sikorsky360.com, 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.
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.
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.
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.
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
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”) “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. ¶¶
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.
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.
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.
Personal Jurisdiction: ...