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IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF TENNESSEE


BUSINESS AIRCRAFT LEASING, INC.,

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Plaintiff,
v.
BRODERICK STEVEN HARVEY a/k/a
STEVE HARVEY and ONE WORLD
AVIATION, LLC,
Defendant.

Civil Action No. _____________

COMPLAINT
Plaintiff, Business Aircraft Leasing, Inc. (BALI), respectfully states its Complaint
against the Defendant Broderick Steven Harvey a/k/a Steve Harvey (Mr. Harvey) and One
World Aviation, LLC (OWA, and together with Mr. Harvey, the Defendants), as follows.
PARTIES
1.

BALI is a Tennessee corporation with its principal place of business in Nashville,

Davidson County, Tennessee. BALIs principal business entails the leasing, brokerage and/or
sale of private aircraft.
2.

On information and belief, Mr. Harvey is an individual person and a resident of

Fulton County, Georgia. Mr. Harvey is a comedian, television host and radio personality.
3.

On information and belief, OWA is a limited liability company formed pursuant

to the laws of the State of Delaware, and is owned and/or controlled by Mr. Harvey.
JURISDICTION AND VENUE
4.

This Court has subject matter jurisdiction of this case pursuant to 28 U.S.C.

1332 because the matter in controversy exceeds the sum of $75,000 and is between citizens of
different states. This Court has general personal jurisdiction over Mr. Harvey because there are

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continuous and systematic contacts between Mr. Harvey and Tennessee in connection with,
among other things, broadcasts of his radio show, The Steve Harvey Morning Show on WUBTFM and his daytime television show, Steve Harvey on WUXP. Additionally, the Court has
specific personal jurisdiction over Mr. Harvey and OWA because they purposefully directed
business activities towards BAL, a Tennessee corporation, and because this litigation arises out
of those activities.
5.

Venue is proper in this Court pursuant to 28 U.S.C. 1391(b)(2) because a

substantial part of the events giving rise to the claims herein occurred in this District.
FACTUAL ALLEGATIONS
6.

In or about April of 2015, Mr. Harvey contacted representatives of BALI to

express interest in leasing a private aircraft from BALI. After initial discussions, Mr. Harvey
settled on a Gulfstream G-IVSP S/N 1289 (the Gulfstream) and requested that BALI
coordinate a number of custom interior modifications to the Gulfstream. On or about April 25,
2015, Mr. Harvey and BALI executed a term-sheet (the Term Sheet) document entitled Offer
to Lease, a true and correct copy of which is attached hereto as Exhibit 1.
7.

When Mr. Harvey signed the Term Sheet, he specifically told Chuck Mulle,

BALIs principal, that he was a man of his word, and that the parties had a deal to lease the
Gulfstream on the terms set forth in the Term Sheet. Among other things, the Term Sheet
provided that if Mr. Harveys custom interior modifications were not completed by June 1, 2015,
that Mr. Harvey would pay 50% of the lease rate ($97,000.00 per month) until his modifications
were completed.
8.

After execution of the Term Sheet, while the parties were negotiating and drafting

a formal, definitive Lease Agreement, BALI undertook to coordinate Mr. Harveys custom

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interior modifications to the Gulfstream. BALI engaged Private Sky Aviation (Private Sky) in
Fort Meyers, Florida, to provide a pricing proposal for the custom interior that Mr. Harvey
requested. The modifications included custom carpet, a reconfiguration of the interior cabin
from 16-seats to 14-seats, custom seat design, and new upper and lower cabin sidewalls (the
Custom Interior).

Private Skys initial price proposal for the Custom Interior totaled

$405,040.00.
9.

Because BALI was required to obligate itself directly to Private Sky to pay for the

price of the Custom Interior, on or about April 28, 2015, Mr. Harvey, on behalf of himself and
OWA, executed a side letter agreement (the Side Letter Agreement) which provided, among
other things, that Mr. Harvey would make payments on an agreed schedule to BALI, which
would in turn pay Private Sky for the Custom Interior work. A true and correct copy of the Side
Letter Agreement is attached hereto as Exhibit 2. The Side Letter Agreement stated, in pertinent
part:

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10.

On April 30, 2015, in reliance on Defendants representations, including the

execution of the Term Sheet and the Side Letter Agreement, BALI obligated itself directly to
Private Sky by executing work order C12891512Rev5.
11.

On or about April 30, 2015, Mr. Harvey informed BALI and Private Sky of his

carpet, leather and countertop selections by initialing a material acceptance form and forwarding
a photograph of his countertop selection. True and correct copies of the material acceptance
form and countertop photograph are attached hereto as Exhibits 3 and 4.
12.

On information and belief, Private Skys work on the Custom Interior began

shortly thereafter. Defendants initially performed under the Side Letter Agreement by paying
BALI $101,260.00 on April 29, 2015, and another $100,000.00 on May 8, 2015.
13.

On or about May 18, 2015, Mr. Harvey personally approved a change in the

previously-agreed up on countertop material, which carried an additional charge of $23,000.00.


In an email to BALI, he stated:
This I Steve Harvey I agree to the changes on the counter tops to reelect the new price of
23k. I driving in my car and have no way of signing this but please move forward use this
email as my consent to change the countertops.
Please be t the address fr Ceasar to deliver the seats to the civic center downtown where
we tape family Fued [sic]
14.

On information and belief, on or about May 19, 2015, Private Sky delivered an

exemplar first article cabin seat to Mr. Harvey in Atlanta, Georgia so that Mr. Harvey could
determine if he approved the appearance, style, foam density, and other details. On information
and belief, Mr. Harvey approved the article after personally examining the cabin seat. Under the
Side Letter Agreement, this event constituted the first article inspection and therefore triggered
the obligation for Defendants to remit Payment 3 in the amount of $125,000.00.

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15.

Defendants never made Payment 3 or any subsequent payments under the Side

Letter Agreement. On information and belief, during late May or early June, contrary to his
earlier promises, Mr. Harvey decided that he would not go forward with the execution of a
definitive Lease Agreement. Private Sky continued to finish the Custom Interior, and, upon
completion, issued invoices to BALI totaling $454,071.36, which BAL was required to pay, and
did in fact pay, in order to take possession of the Gulfstream.
16.

The modifications requested and approved by Mr. Harvey were completed on or

about August 7, 2015.


COUNT I: BREACH OF SIDE LETTER AGREEMENT
17.

BALI incorporates by reference the foregoing allegations as if set forth fully

18.

The Side Letter Agreement constitutes a binding, valid and enforceable contract

herein.

between BALI, on the one hand, and Defendants on the other hand.
19.

Under the Side Letter Agreement, Defendants were obligated to pay BALI three

additional installments, totaling $205,040.00, commencing on the first article inspection,


which was completed on or about May 19, 2015.
20.

Defendants breached the Side Letter Agreement by failing to remit to BALI

Payments 3, 4 and the Final Payment when due.


21.

Defendants breach of the Side Letter Agreement caused damage to BALI,

because it was obligated to pay, and did in fact pay, Private Sky for the expense of the Custom
Interior selected and approved by Mr. Harvey. BALI has demanded that Defendants perform
under the Side Letter Agreement, but they refused to do so and continue to refuse to do so.

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WHEREFORE, BALI prays for judgment in its favor, and against Defendants for breach
of the Side Letter Agreement, in an amount to be proven at trial, but not less than $205,040.00,
plus interest as allowable by law.
COUNT II: PROMISSORY ESTOPPEL
22.

BALI incorporates by reference the foregoing allegations as if set forth fully

23.

As set forth above, on behalf of himself and OWA, Mr. Harvey orally promised

herein.

BALI that he would lease the Gulfstream on the terms set forth in the term sheet. Mr. Harvey
should have reasonably expected that this promise would induce action on the part of BALI,
because Mr. Harvey specifically requested that BALI coordinate the reconfiguration of the
Gulfstream to the Custom Interior. BALI reasonably and justifiably relied on Mr. Harveys
promises and representations to its detriment, including, without limitation:

(i) taking the

Gulfstream off the rental market for the purpose of modifying the interior to suit Mr. Harveys
specifications; (ii) modifying the Gulfstream from a 16-seat cabin configuration to a 14-seat
cabin configuration.
24.

BALIs reliance on Mr. Harveys promise to lease the Gulfstream caused BALI to

incur substantial economic detriment, including, without limitation: (i) the lost rental value of
the Gulfstream, for which Mr. Harvey specifically agreed to pay 50% to the extent the Custom
Interior work was not completed by June 1, 2015 (and it was not); (ii) the cost to reverse the
Custom Interior to its pre-modification state suitable for lease to other customers, including
reconfiguring the cabin to a 16-seat arrangement.
WHEREFORE, BALI prays for judgment in its favor, and against Defendants for
promissory estoppel, in an amount to be proven at trial, plus interest as allowable by law.

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PRAYER FOR RELIEF


For the forgoing reasons, BALI prays for judgment in its favor and against Defendants as
set forth below:
1.

On Count I, judgment against Defendants for breach of the Side Letter Agreement

in an amount to be proven at trial, but not less than $205,040.00, plus interest and costs as
allowable by law.
2.

On Count II, judgment against Defendants for Promissory Estoppel in an amount

to be proven at trial, plus interest and costs as allowable by law.


3.

Such additional and further relief as the Court deems equitable and just.
Respectfully submitted,
Brian H. Meldrum (pro hac vice forthcoming)
STITES & HARBISON PLLC
400 West Market Street, Suite 1800
Louisville, KY 40202-3352
Telephone: (502) 587-3400
Email: bmeldrum@stites.com
-and-

s/ J. Anne Tipps
Lauren Paxton Roberts (BPR No. 25049)
J. Anne Tipps (BPR No. 33588)
STITES & HARBISON PLLC
401 Commerce Street, Suite 800
Nashville, TN 37219
Telephone: (615) 782-2200
Email: lauren.roberts@stites.com
Counsel for Plaintiff Business Aircraft
Leasing, Inc.

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