Signature Flight Support Corporation, a Delaware corporation v. Landow Aviation Limited Partnership, a Virginia limited partnership

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 10-1440
SIGNATURE FLIGHT SUPPORT CORPORATION, a Delaware
corporation,
Plaintiff - Appellee,
v.
LANDOW AVIATION LIMITED PARTNERSHIP, a Virginia limited
partnership,
Defendant - Appellant.
No. 10-1968
SIGNATURE FLIGHT SUPPORT CORPORATION, a Delaware
corporation,
Plaintiff - Appellee,
v.
LANDOW AVIATION LIMITED PARTNERSHIP, a Virginia limited
partnership,
Defendant - Appellant.
Appeals from the United States District Court for the Eastern
District of Virginia, at Alexandria. James C. Cacheris, Senior
District Judge. (1:08-cv-00955-JCC-TRJ)
Argued: May 10, 2011 Decided: August 9, 2011

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Before TRAXLER, Chief Judge, and AGEE and DIAZ, Circuit Judges.
Affirmed by unpublished opinion. Judge Diaz wrote the opinion,
in which Chief Judge Traxler and Judge Agee joined.
ARGUED: Alfred W. Putnam, Jr., DRINKER BIDDLE & REATH LLP,
Philadelphia, Pennsylvania, for Appellant. Louis Edward Dolan,
Jr., NIXON PEABODY LLP, Washington, D.C., for Appellee. ON
BRIEF: D. Alicia Hickok, DRINKER BIDDLE & REATH LLP,
Philadelphia, Pennsylvania; Allen V. Farber, Christopher C.
Sabis, DRINKER BIDDLE & REATH LLP, Washington, D.C., for
Appellant. Vernon W. Johnson, III, NIXON PEABODY LLP,
Washington, D.C., for Appellee.
Unpublished opinions are not binding precedent in this circuit.

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DIAZ, Circuit Judge:
Signature Flight Support Corporation subleased a parcel of
undeveloped land at Dulles International Airport to Landow
Aviation Limited Partnership. Unquestionably, the sublease
granted Landow the authority to develop and lease an aircraft
facility on the land. The scope of the parties’ agreements
beyond the construction and lease of the facility, however, is
the basis of this appeal. Landow argues that it enjoys broad
authority to service aircraft at the facility. Signature
maintains that Landow may provide only certain services to a
limited category of aircraft. Believing that Landow had exceeded
its authority, Signature filed suit, requesting various forms of
relief. Following an eight-day bench trial, the district court
agreed with Signature.
Before us, Landow challenges two orders entered by the
district court. In the first, the district court concluded that
Landow breached its contractual obligations to Signature, issued
a corresponding declaratory judgment and permanent injunction,
and rejected Landow’s counterclaims against Signature. In the
second, the district court awarded Signature attorneys’ fees,
finding that Signature was the substantially prevailing party.
Our reading of the relevant contracts confirms the district
court’s conclusion that Landow may provide only certain services
to a limited category of aircraft. We also discern no abuse of

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discretion in the district court’s decision to award Signature
permanent injunctive relief. As did the district court, we
reject Landow’s counterclaims because they are not supported by
the language of the contracts. Finally, because we agree that
Signature was the prevailing party, we affirm the attorneys’ fees
award to Signature.
I.
In 1997, the Metropolitan Washington Airports Authority
(“MWAA”) and Signature entered into a Concession Contract giving
Signature the right to operate a fixed base operator (“FBO”)
concession at Dulles International Airport in Washington, D.C.1
Signature’s rights and responsibilities as an FBO are
detailed in the Concession Contract. Section 3.02 of that
Along with Landmark Aviation, Signature is one of only two FBOs
at Dulles. The Dulles FBOs provide various services to non-
commercial aircraft, including “based” and “transient” aircraft.
Based aircraft are housed at Dulles. Transient aircraft, by
contrast, only stop at Dulles en route to their final
destination. FBOs charge transient aircraft for a variety of
services, and, in turn, pay considerable concession fees to MWAA.
1 Since the 1960s, Signature and its predecessors have
operated an FBO concession at Dulles. The concession authorized
in 1997 expires in 2012.

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contract grants Signature “[t]he right to establish, conduct and
operate a full service FBO concession” and notes that Signature
“shall have the exclusive right . . . to provide the services
authorized” by the Concession Contract. J.A. 1233. Section
3.03(a) outlines those “Primary Commercial Support Services” that
Signature, as an FBO, “shall provide.” Id. In addition to
aircraft re-fueling, section 3.03(a)(2) directs that Signature
shall provide the sale of ramp assistance to all
transient aircraft . . . including, but not limited to,
hangaring of based and transient aircraft, aircraft
lead-in, lead-out and repositioning services; loading
and unloading passengers, baggage and cargo; aircraft
parking including protective storage and tie-down of
based and transient aircraft.
Id. 1233-34. Section 3.03(b) adds that Signature “may provide” a
variety of others services, including food and beverage vending
services, in-flight catering, aircraft towing, and aircraft
cleaning. Id. 1235-36.
In addition to granting Signature an FBO concession, section
3.03(b)(7) of the Concession Contract gives Signature an option
to develop a 19-acre parcel of adjoining land for “additional
ramp and/or general aviation hangars.” Id. 1236. Following the
attacks of September 11, 2001, Ronald Reagan National Airport was
temporarily closed, pushing increased traffic to Dulles. In
response to the increased demand, Landow approached Signature in
2002 and expressed interest in developing a hangar facility on
the adjoining land. The parties later signed a Letter of Intent

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regarding development of the land. Ultimately, in 2004,
Signature elected to exercise its option on the land and entered
into two separate contracts to do so.
First, Signature and MWAA signed a Supplemental Agreement
outlining Signature’s right to “develop[] and lease” a facility
on the land. Id. 1470. Although Signature was a party to the
Supplemental Agreement, its terms were negotiated primarily by
MWAA and Landow, with input from Signature. Second, with MWAA’s
approval, Signature and Landow entered into a Ground Sublease
Agreement (“GSA”). Pursuant to the GSA, Signature subleased the
land to Landow and Landow agreed to “design and construct” a
hangar thereon. Id. 2365. Landow began construction of the
Dulles Jet Center (“DJC” or “Corporate Hangar Premises”) in the
spring of 2005, and in October 2006, DJC began operations.
Even before DJC opened its doors, disagreements arose
between Signature and Landow, specifically over whether Landow
could service transient aircraft at DJC. Landow did not then and
does not now contest Signature’s exclusive right to provide
aircraft at DJC with fuel and de-icing services under articles 25
and 27.3 of the GSA, respectively. Excepting fuel service and
de-icing, however, Landow argues that it can provide other FBO
services to transient aircraft. Indeed, Landow does not
challenge the district court’s finding that it provides services
such as ground handling, taxiing, towing, and ramp assistance to

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transient aircraft at DJC. Instead, Landow argues that provision
of these services does not violate the GSA, which it frames as a
“broad grant of authority to Landow.” Appellant’s Br. 13.
Signature disagrees, arguing that Landow can provide certain FBO
services to a limited category of aircraft--specifically,
Signature’s overflow transient aircraft directed to DJC and
aircraft visiting Landow or Landow’s tenants on DJC for a
business purpose--but not the general transient market.
On September 15, 2008, Signature filed suit in the U.S.
District Court for the Eastern District of Virginia, alleging
that Landow was in breach of the GSA.2 In addition to monetary
damages, Signature sought a declaratory judgment, a permanent
injunction, and an accounting and disgorgement.3 Landow’s answer
to Signature’s complaint included counterclaims for a declaratory
judgment.4
2 We outline here only the relevant procedural background of
this lengthy litigation. Claims that were dismissed before trial
are not addressed.
Specifically, Landow requested a ruling that
Signature breached its obligations under the Supplemental
3 Signature subsequently moved for a preliminary injunction,
which the district court denied.
4 Landow also alleged that Signature was in breach of the
GSA, but this count was subsequently dismissed with the consent
of the parties.

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Agreement and GSA to provide a properly sized taxilane at DJC and
that Signature aircraft were encroaching on DJC property.5
The district court first found that Landow breached the GSA,
but that Signature had failed to prove its money damages. The
district court nevertheless issued both a declaratory judgment
and a permanent injunction in Signature’s favor. The district
court further rejected Landow’s counterclaims against Signature.
Finally, the district court concluded that Signature had
substantially prevailed and was entitled to attorneys’ fees.6 In
a separate order, the district court awarded Signature over $1.1
million in attorneys’ fees.
II.
Landow first challenges two key conclusions underlying the
district court’s declaratory and injunctive relief.
Specifically, Landow argues that the district court erred in
concluding that the GSA (1) bars Landow from providing all FBO
services, and (2) prohibits Landow from servicing transient
5 Landow also requested a declaratory judgment that
Signature breached its contractual duty to provide high-quality
fuel service and that Signature failed to approve permits as
required by the GSA. Although the district court rejected both
claims, those decisions are not challenged on appeal.
6 The district court also denied Signature’s request for an
accounting and disgorgement.

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aircraft. Second, Landow argues that the district court employed
the wrong standard in granting injunctive relief and granted an
injunction that is overbroad. Landow contends separately that
the district court erroneously rejected its counterclaims against
Signature. Finally, Landow argues that it, rather than
Signature, was entitled to attorneys’ fees. We address each
argument in turn.
A.
“We review a judgment following a bench trial under a mixed
standard of review--factual findings may be reversed only if
clearly erroneous, while conclusions of law, including contract
construction, are examined de novo.” Roanoke Cement Co. v. Falk
Corp., 413 F.3d 431, 433 (4th Cir. 2005). In deciphering
disputed contractual language, the “primary focus . . . is to
determine the parties' intention, which should be ascertained,
whenever possible, from the language the parties employed in
their agreement.” Pocahontas Mining LLC v. CNX Gas Co., LLC, 666
S.E.2d 527, 531 (Va. 2008).7
7 Section 22.2 of the GSA directs that the contract be
“construed, interpreted and enforced in accordance with the laws
of the Commonwealth of Virginia.” J.A. 2403.
To determine the parties’ intent
“regarding specific contract provisions, we consider the document
as a whole.” Id. Where the contract “considered as a whole, is

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clear, unambiguous, and explicit, a court asked to interpret such
a document should look no further than the four corners of the
instrument.” Id.8
In reviewing the judgment of the district court, we consider
the Concession Contract, Supplemental Agreement, and GSA. While
Landow is a party only to the GSA, section 5.1 of the GSA
incorporates the Supplemental Agreement. See J.A. 2377-78
(noting that the GSA “shall at all times be subject to and
contingent upon . . . the Supplemental Agreement” and, if the two
documents conflict, the Supplemental Agreement controls).
Section 1.01 of the Supplemental Agreement, in turn, notes that
it is “attached to and made a part of” the Concession Contract.
Id. 1470. The district court relied on all three documents in
its judgment, a decision not challenged by either party.
While Signature and Landow advance sharply differing
interpretations of the contracts, both parties--and the district
court--agree that the contracts are unambiguous, as do we.
8 Landow is correct that Virginia law mandates interpreting
ambiguous restrictive covenants related to land “in favor of the
free use of property and against restrictions.” Scott v. Walker,
645 S.E.2d 278, 280 (Va. 2007) (quoting Schwarzschild v.
Welborne, 45 S.E.2d 152, 155 (Va. 1947)). Because Landow
disavows any such ambiguity here, however, the district court
properly enforced the restrictions consistent with the intent of
the parties. See id. (noting that restrictive covenants are “not
favored” but that it is “the general rule that . . . courts of
equity will enforce restrictive covenants where the intention of
the parties is clear and the restrictions are reasonable”).

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Reviewing the unambiguous contractual terms as a whole, we affirm
the district court’s declaratory judgment that
(1) Signature has the exclusive right to service
transient aircraft on the [DJC] premises except for a
limited class of guests, visitors and invitees
affiliated with or visiting Landow or Landow's tenants
for specific business purposes; [and] (2) Landow must
cease and desist from servicing transient aircraft, as
well as from holding itself out as or acting as an FBO,
[and] from providing the services of an FBO unless
otherwise allowed.
Id. 3472-73.
1.
Landow first argues that the district court wrongly
concluded that it is barred from providing all FBO services.
Specifically, Landow takes issue with the district court’s
interpretation of section 4.1 of the GSA. Section 4.1 is a
noncompetition clause, providing that Landow “shall not engage in
any other use of, or activity at” DJC, except for certain
“approved uses.” J.A. 2376. Under section 4.1, Landow
“expressly warrants and represents that it shall not, at any time
. . . undertake on its own behalf . . . the following services”
at DJC: “(a) a fixed base operation . . . or facility,” as well
as fueling or de-icing. Id. 3452 (emphasis added by district
court). Landow suggests that section 4.1 prevents it only from
“being an ‘FBO’--i.e., the full-service provider of all services
that all general aviation aircraft need” but does not otherwise

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bar it from providing a limited sub-set of such services, other
than fueling or de-icing services. Appellant’s Br. 31. We
disagree.
The use of the word “services” in section 4.1 of the GSA
suggests that Landow is barred from more than simply assuming the
role of a full-fledged FBO. In addition, the structure of
section 4.1 does not support Landow’s argument. Section 4.1(a)
denies Landow the right to provide the services of a fixed-base
operation or facility. In subsections (d) and (e), respectively,
Landow is further barred from providing fueling and de-icing
services. Because fueling and de-icing are typical FBO services,
the district court correctly determined that section 4.1(a)’s
general prohibition on rendering FBO “services” should be read
broadly so as to ban Landow from providing any services typically
offered by an FBO.9
The conclusion that the term “FBO services” encompasses more
than simply the right to provide fuel or de-icing services is
further buttressed by section 3.04 of the Supplemental Agreement.
Pursuant to section 3.04, Signature enjoys “the exclusive right
9 As discussed infra, this conclusion is not undermined by
other contractual provisions permitting Landow to provide certain
FBO services. To the contrary, the parties’ clear intent--as
demonstrated by section 4.1 of the GSA--is that Landow may not
provide FBO services, unless such authority is expressly provided
for in the contracts.

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to furnish [at DJC] fuel, products, and FBO services provided for
under the [Concession Contract]”. J.A. 1478 (emphasis added).
As the district court noted, the structure of section 3.04
indicates that Signature’s exclusive right vis-à-vis DJC extends
beyond providing fuel or de-icing services; indeed, to hold
“otherwise would render the terms of Section 3.04 meaningless and
redundant.” J.A. 3454. Thus, we reject Landow’s contention that
it need only refrain from operating as a full-fledged FBO because
it is inconsistent with the language of the contracts.
Having concluded that Landow is barred generally from
providing FBO services, we turn to section 3.03(a)(2) of the
Concession Contract, which outlines the services required of an
FBO. In particular, as an FBO, Signature “shall” provide “ramp
assistance to all transient aircraft . . . including, but not
limited to, hangaring of based and transient aircraft, aircraft
lead-in, lead-out and repositioning services; loading and
unloading passengers, baggage and cargo; aircraft parking
including protective storage and tie-down of based and transient
aircraft.” Id. 1233. Section 3.02(b) lists a variety of other
services that Signature, as an FBO, may provide. Given this
comprehensive description of services that the Concession
Contract leaves to Signature alone, we find no fault in the
district court’s conclusion that Landow is prevented from

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“providing the services of an FBO unless otherwise allowed.” Id.
3497.
On appeal, Landow contends that the district court barred it
from providing any and all FBO services. It argues that this
absolute prohibition cannot be squared with specific provisions
in the contracts authorizing Landow to provide certain FBO
services.10 Here, however, Landow misreads the district court’s
order. The district court explicitly limited its holding, noting
that Landow was barred from providing FBO services “unless
otherwise allowed.” Id. 3473, 3497. Plainly, the district court
did not issue an absolute prohibition but rather, limited Landow
only to those services agreed to by the parties as expressed in
the contracts. Where the parties expressly granted Landow
authority to provide a specific FBO service, such authority is
“otherwise allowed” and thus, is not disturbed by the district
court’s ruling. Landow’s argument to the contrary is without
merit.
10 For example, section 28.1 of the GSA states that both
Signature and Landow can tow aircraft. Additionally, section
4.04 of the Supplemental Agreement grants Landow the right to
hangar aircraft.

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2.
Landow also challenges the district court’s conclusion that
it is barred from servicing the general transient aircraft
market. Landow notes that the contracts employ terms such as
“guests,” “visitors,” “invitees,” “licensees,” and “customers”
when describing those persons and entities whom Landow may serve
at DJC. Landow argues that were it limited to servicing only
based aircraft, such words would be surplusage. Instead, Landow
asserts that these terms--which are not defined in the contracts-
-were meant to refer to transient aircraft in general.
The district court rejected this argument, concluding that
while the terms may be undefined, they “are not ambiguous with
regard to Signature’s exclusive right to service the general
transient aircraft market.” J.A. 3458. Rather, it concluded
that the terms in question reference a “limited sub-set of
transient aircraft authorized to use DJC for specific business
purposes.” Id. 3462. We agree with the district court.
Initially, we note that the economics are not on Landow’s
side. Under section 5.04(a) of the Supplemental Agreement,
Landow, “its Subtenants, and the guests and visitors [of Landow
and its subtenants]” on the DJC, are excused from paying parking
fees to MWAA. Id. 1498. Defining “visitors” et al. to encompass
all transient aircraft would allow such aircraft to avoid paying
fees to MWAA by bypassing Signature and Landmark--the two

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approved FBOs at Dulles--in favor of Landow, a party that did not
compete for and was not awarded the right to operate an FBO
concession. Such a result is illogical.
Next, we look to the contract language, returning to section
4.1 of the GSA, which limits Landow to only “approved uses” of
DJC. Id. 2376. The “approved uses” are specified in article 1
of the GSA and sections 3.03, 3.04 and 4.02 of the Supplemental
Agreement. Id. First, article 1 of the GSA notes that DJC
“shall only be used for . . . aircraft owned and/or operated by
Sublessee and ‘Sublessee's Representatives’ . . . and customers
of Signature.” Id. 2366. Landow is defined as the “Sublessee,”
and Landow’s tenants, concessionaires, licensees, occupants of
DJC, employees, contractors, subcontractors, subtenants, agents,
and invitees are the “Sublessee’s Representatives.” Id. 2365,
2376. Second, section 3.03 of the Supplemental Agreement
similarly states that DJC “shall be used for . . . aircraft owned
and/or operated by” Landow, its subtenants, guests and visitors
of Landow and its subtenants, and customers of Landow, its
subtenants, and Signature. Id. 1474.
Further, section 3.04 of the Supplemental Agreement grants
Signature the right to provide fuel, products, and FBO services
to Landow, its subtenants, “guests, visitors, and invitees of”
Landow and its subtenants, and customers of Signature “authorized
to use” DJC. Id. 1478. Finally, section 4.02 of the

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Supplemental Agreement notes that Landow may employ and use its
own personnel to “maintain and equip aircraft owned and/or
operated by” Landow’s subtenants, and guests, visitors, and
invitees of Landow or its subtenants. Id. 1488. On a “temporary
basis,” Landow may provide “emergency maintenance and service . .
. to the transient aircraft of guests, visitors and invitees of
[Landow] or Subtenants with whom [Landow] or Subtenants may elect
to conduct business.” Id.
We recite these definitions for this reason: in specifying
the “approved uses” of DJC, the only reference to “transient
aircraft” in the list of DJC’s approved uses is in section 4.02
of the Supplemental Agreement, which authorizes Landow to provide
“emergency maintenance and service on a temporary basis to the
transient aircraft of guests, visitors and invitees.” Id. 1488.
If, as Landow argues, the parties intended for Landow to service
transient aircraft generally, it makes little sense to carve out
specific authority for Landow on an emergency and temporary
basis. Outside of this narrow exception, however, Landow can
point to no express grant of authority to service transient
aircraft on DJC. Conversely, section 3.03(a)(2) of the
Concession Contract clearly establishes Signature’s right to
service transient aircraft generally. Id. 1233 (“Signature . . .
shall provide the sale of ramp assistance to all transient
aircraft”).

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Unable to point to an express grant of authority to support
its argument, Landow instead highlights another provision in the
GSA that, at first blush, appears to contemplate Landow’s service
of transient aircraft. Article 25.2 of the GSA lists two fuel
pricing groups for aircraft at DJC, one for “Corporate Hangar
Premises-Based Aircraft” and one for “Transient Aircraft.” Id.
2405-06. The inclusion of the second pricing group, Landow
argues, is inexplicable unless the parties intended for Landow to
service transients. The district court did not address article
25 in its opinion, but during oral argument, Signature’s counsel
explained that Signature “absolutely” envisioned two sets of
transient aircraft utilizing DJC: 1) overflow transient aircraft
directed by Signature to DJC, and 2) a limited sub-set of
transient aircraft visiting DJC for a business purpose that
Landow would be allowed to service. According to Signature,
Article 25’s reference to “transient aircraft” was included to
protect these two groups from higher fuel prices.11
11 To illustrate the second category of transient aircraft,
Signature offered the following example: General Dynamics, a
subtenant of Landow, leases an entire hangar at DJC. One or more
of General Dynamics’ subdivisions, however, hangars its aircraft
elsewhere. If a General Dynamics subdivision representative were
to fly to DJC for a meeting with General Dynamics, that aircraft
would fall within the sub-set of transient aircraft visiting DJC
for a specific business purpose, which Landow could then service.

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Read as a whole, we agree with the district court that the
contracts do not provide Landow a blank check but rather a
limited grant of authority to provide certain FBO services to a
specified class of transient aircraft. Because the broad rights
that Landow seeks are not provided for in the contracts, the
district court correctly declined to add them. Accordingly, we
affirm the ruling of the district court.
B.
Next, we turn to the district court’s decision to enter a
permanent injunction. We review a grant or denial of a permanent
injunction for abuse of discretion, reviewing factual findings
for clear error and legal conclusions de novo. Wilson v. Office
of Civilian Health & Med. Programs of the Unif. Servs., 65 F.3d
361, 363-64 (4th Cir. 1995). In awarding Signature a permanent
injunction, the district court concluded that Signature had shown
(1) an irreparable injury; (2) that remedies available at law,
such as monetary damages, are inadequate; (3) that the balance of
hardships between the plaintiff and defendant favors an
injunction; and (4) that the public interest “would not be
disserved by a permanent injunction.” See Christopher Phelps &
Assocs., LLC v. Galloway, 492 F.3d 532, 543 (4th Cir. 2007). We
affirm.

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First, we reject Landow’s argument that in entering a
permanent injunction, the district court placed its “thumb on the
scales,” as prohibited by the Supreme Court in Monsanto Co. v.
Geertson Seed Farms, 130 S.Ct. 2743, 2757 (2010). In Monsanto,
the Supreme Court rejected the lower courts' apparent presumption
that an injunction is the proper remedy for a violation of the
National Environmental Policy Act of 1969 and clarified that "an
injunction should issue only if the traditional four-factor test
is satisfied." Id. Here, however, the district court did not
rely on any presumption, but rather considered each of the four
requirements of the traditional test for injunctive relief and
found that Signature had met its burden.
The district found first that Signature had been harmed,
noting that DJC “caused Signature to lose some of its customer
base and goodwill.” J.A. 3475. We review a finding of
irreparable harm for clear error. Multi-Channel TV Cable Co. v.
Charlottesville Quality Cable Operating Co., 22 F.3d 546, 552
(4th Cir. 1994). Here, the district court specifically relied on
Multi-Channel, where we affirmed a trial court’s entry of a
preliminary injunction due to the “possibility” that the company
would suffer a “permanent loss of customers to a competitor or
the loss of goodwill.” Id.
On appeal, Landow contends that Winter v. Natural Resources
Defense Council, Inc., 555 U.S. 7 (2008) undermines Multi-

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Channel. In Winter, the Supreme Court found such a “possibility”
standard “too lenient,” requiring instead that a plaintiff show
“likely” irreparable injury. Id. at 22. Winter, however, was a
preliminary injunction case where injury had not been
established. Id. at 21 (noting that although the challenged
practice “began 40 years ago, there has been no documented case”
of the kind of harm alleged). Here, during an eight-day bench
trial, Signature demonstrated not only a possibility of harm, but
harm in fact. See J.A. 3475 (“Landow’s violation of its
contractual duties caused Signature to lose some of its customer
base and goodwill.”) (emphasis added). Thus, the harm suffered
by Signature satisfies the Winter standard.
Further, the district court found that absent an injunction,
Landow will continue to breach the contracts and Signature “will
continue to lose its customers, possibly lose its opportunity to
attract new customers, and goodwill in the industry.” Id.
Because such losses were difficult to determine, the district
court concluded that Signature had shown an irreparable injury.
In so finding, the district court did not clearly err.
Similarly, we find that monetary damages are inadequate. As
noted by the district court, “[i]t would be neither adequate or
[sic] efficient” to force Signature to bring suit each time
Landow services another transient aircraft. Id. Such an

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unsatisfactory result was far from theoretical given Landow’s
repeated refusal to accept Signature’s view of the contracts.
For example, in August 2008, MWAA responded to a complaint
by Landow regarding Signature’s fuel service. In the course of
rejecting Landow’s claims, MWAA warned that “Landow should not be
promoting [DJC] as an FBO for transient aircraft,” and added that
“Signature and Landmark Aviation are the only FBOs at Dulles
Airport and it is the [MWAA’s] intent that [Signature and
Landmark] handle the transient general aviation business.” Id.
1941. As the district court noted, although Landow indicated
that it would abide by MWAA’s interpretation, it failed to do so.
The injunction thus bars Landow from further breach, without
requiring Signature to repeatedly seek legal redress.
Additionally, because the injunction merely restores the
contractual rights of the parties, the balance of the hardships
favors Signature. Put another way, the economic harm that Landow
will suffer does not outweigh the harm to Signature, given that
the injunction is simply enforcing Landow’s obligations under the
GSA.
Nor is the public interest disserved by the injunction.
Signature competed for and won the right to operate as an FBO at
Dulles. MWAA is the public entity tasked with awarding FBO
concessions at Dulles and the testimony at trial showed that “it
was never MWAA’s intent to allow Landow to handle and service the

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transient aircraft market at Dulles.” Id. 3447. Recognizing the
contractually bargained-for rights of the parties and upholding
the authority of MWAA cannot be said to disservice the public.
Finally, because injunctive relief ultimately rests in the
discretion of the court, the district court also considered
whether the equities supported the injunction. As part of its
equitable analysis, the district court first considered Landow’s
affirmative defenses of estoppel and waiver. Under Virginia law,
“[e]stoppel . . . enjoins one whose action or inaction has
induced reliance by another from benefiting from a change in his
position at the expense of the other.” Emp’rs Commercial Union
Ins. Co. of Am. v. Great Am. Ins. Co., 200 S.E.2d 560, 562 (Va.
1973). Waiver “is an intentional relinquishment of a known
right.” Stanley's Cafeteria, Inc. v. Abramson, 306 S.E.2d 870,
873 (Va. 1983). In rejecting both defenses, the court emphasized
that the evidence showed that Signature “never suggested to
Landow that it could service transients or provide FBO services”
and “promptly informed Landow regarding Landow’s violation.”
J.A. 3478-79.
Additionally, the district court concluded that it was
Landow, not Signature, that “might have unclean hands.” Id.
3479. Under Virginia law, a party seeking equitable relief “must
come with clean hands”--that is, free of “fraud, illegality,
tortious conduct or the like” regarding the matter in question.

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Cline v. Berg, 639 S.E.2d 231, 233-34 (Va. 2007) (citing Richards
v. Musselman, 267 S.E.2d 164, 166 n.1 (Va. 1980)). Highlighting
the unrebutted trial testimony, the district court found that
Nathan Landow, who negotiated the Supplemental Agreement and GSA,
and signed the GSA on Landow’s behalf,
was aware of DJC's obligation not to service the
general transient markets . . ., spent too much money
in constructing DJC, realized that he had gotten
himself into a bad deal, and tried to walk away from
it. When he could not . . ., he knowingly violated the
terms of the GSA.
J.A. 3483. Indeed, although Landow’s loan application for the
construction of DJC was for $23 million, it ultimately spent over
$37 million on the project. Here, following a lengthy bench
trial, the district court concluded that the equities favored
Signature. We agree. See Cline, 639 S.E.2d at 234 (“Application
of the [unclean hands] doctrine turns upon the facts of each
particular case and is therefore left to the sound discretion of
the fact finder.”).
We also reject Landow’s argument that the injunction is
overbroad. As with the declaratory judgment, the district
court’s injunction was limited, barring Landow from “acting or
holding [DJC] out as an FBO” and from servicing transient
aircraft other than the limited sub-set of aircraft “previously
recognized.” J.A. 3497-98. As such, the injunction goes only as
far as the contracts provide. Accordingly, we find no abuse of

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discretion in the district court’s decision to issue the
injunction.
C.
Landow further argues that the district court wrongly
rejected its counterclaims alleging that Signature had not
provided a proper taxilane at DJC, and that Signature aircraft
were encroaching on DJC property without permission. We
disagree.
First, under section 2.1 of the GSA, it is Landow, not
Signature, that is tasked with constructing DJC, including the
taxilane. Second, sections 10.2(a) and (b) of the GSA grant
Signature the right to move aircraft onto designated areas of DJC
subject to Landow’s “sole but reasonable discretion.” J.A. 2385.
There is, however, no requirement that Signature seek Landow’s
approval prior to moving aircraft into this area. Further, the
district court’s order found that “if Landow, in its reasonable
discretion, believes that there is no availability of vacant
space” on DJC, “it may then have right to refuse Signature from
entering DJC's premises.” Id. 3493. We find the district
court’s analysis as to the counterclaims sound and therefore
affirm.

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D.
Finally, Landow argues that it, not Signature, was entitled
to attorneys’ fees. Section 19.1(n) of the GSA directs that upon
breach and ensuing litigation, the prevailing party be awarded
attorneys’ fees. Under Virginia law, the “prevailing party” is
the party “in whose favor a judgment is rendered, regardless of
the amount of damages awarded.” Sheets v. Castle, 559 S.E.2d
616, 620 (Va. 2002) (citing Black’s Law Dictionary, 1145 (7th ed.
1999)).
Although Signature was not awarded monetary damages on its
breach of contract claim, it successfully established its rights
under the contracts as well as Landow’s breach, prevailed in its
requests for a declaratory judgment and injunctive relief, and
defended against Landow’s counterclaims. Given this result, we
think it clear that Signature was the “prevailing party” as that
term is applied under Virginia law. Accordingly, we affirm the
district court’s award of attorneys’ fees.12
12 Because we affirm the attorneys’ fees award, we do not
address Signature’s argument that by paying the award in full,
Landow waived its right to appeal the judgment.

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III.
For the foregoing reasons, we affirm the judgment of the
district court.
AFFIRMED

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