Relentless Air Racing v. Airborne Turbine Ltd. CA2/6

FACTS

In April 2004, Airborne Turbine Ltd. Partnership (Airborne) sold a former French military jet to the predecessor of Relentless Air Racing, LLC (Relentless).1 The jet is known to the parties as the "Paris Jet." The contract required Airborne to obtain a standard category airworthiness certificate (certificate) for the jet from the FAA. The certificate would allow the jet to be used as a charter aircraft to generate revenues. Relentless paid $175,000 and took possession of the jet.

1 Relentless and its predecessor entity are collectively referred to as "Relentless." Airborne had difficulty obtaining the FAA certificate because of the jet's type of engines. Nevertheless, Wayne Fulton, a principal in Airborne, kept assuring Relentless that he could obtain the certificate. As early as 2005, Relentless's principal, Kevin Eldredge, urged Fulton to "unwind" the agreement. Eldredge wanted Airborne to repurchase the Paris Jet for the original purchase price plus the amount Relentless spent in restoring it. Instead, the parties entered into a new agreement on October 3, 2007. Under the new contract, Relentless agreed to purchase a helicopter from Airborne for $165,000. The…