FIRST TECHNOLOGY CAPITAL INC v. LLC LLC VIP LLC (2018)

SUMMARY ORDER

In this diversity case, First Technology Capital, Inc. (“FTC”) alleges that Airborne, Inc. (“Airborne”) breached its contractual obligation to purchase an aircraft from FTC when it refused to accept the aircraft that FTC tendered. The United States District Court for the Western District of New York (Wolford, J.) granted Airborne’s motion for judgment on the pleadings based on the perfect tender rule and consequently denied as moot FTC’s motion for summary judgment on the issue of contract reformation. FTC’s sole argument on appeal is that the court erred by failing to consider its request for reformation prior to adjudicating Airborne’s perfect tender defense. Airborne has declined to participate in this appeal, neither filing a written brief nor appearing at oral argument to defend the judgment below. We assume the parties’ familiarity with the underlying facts, the procedural history, and the issues presented for review.

FTC’s request for reformation has been properly pleaded,¹ but we express no view on its merit. FTC’s appeal concerns only the court’s sequence of analysis. FTC concedes that the aircraft it tendered did not conform to the specifications laid out in the parties’ contract. But it asserts that those specifications were included by mutual mistake, and that Airborne’s perfect tender defense cannot withstand reformation of the contract to reflect the specifications actually intended by both parties. In short, FTC argues that the court could not have disposed of the case on the ground that FTC tendered a non-conforming good without first deciding which good the parties actually intended for FTC to tender.

“Under New York law, which governs by reason of the choice of law clause[ ] in the [parties’ contract], ‘[t]he fundamental ․ precept of contract interpretation is that agreements are [to be] construed in accord with the parties’ intent.’ ” In re Delta Air Lines, Inc., 608 F.3d 139, 146 (2d Cir. 2010) (third alteration in original) (quoting Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 750 N.Y.S.2d 565, 780 N.E.2d 166, 170 (2002) ). Airborne opposed FTC’s request to reform the contract to reflect the parties’ intent in the district court, but it has not contested FTC’s assertion that the court should have considered that request before adjudicating the perfect tender defense. In view of this lack of opposition and the resulting lack of briefing on the relevant points of New York law, we conclude that the prudent course is to VACATE the judgment in Airborne’s favor and REMAND the case with instructions that the district court consider anew FTC’s motion to reform the contract to reflect the parties’ intent before addressing Airborne’s perfect tender defense.

FOOTNOTES

1.   FTC clearly pleaded the facts underlying a claim of mutual mistake, and no more is needed to support a request for reformation. See Smith v. Bear, 237 F.2d 79, 86 (2d Cir. 1956) (“[A] plaintiff is entitled to pursue [a] claim for ․ reformation” even if “he fail[s] to seek it expressly in his pleading as long as the issue of mutual mistake is raised by the pleading.”).