A.J. Dwoskin & Associates, Inc. v. Corporate Wings, LLC

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
A.J. DWOSKIN & ASSOCIATES, INC., 	) 	CASE NO.: 	1:25-cv-00210
)
Plaintiff, 	) 	JUDGE BRIDGET MEEHAN BRENNAN
)
v. 	)
)
CORPORATE WINGS, LLC, 	) 	MEMORANDUM OPINION
) 	AND ORDER
Defendant. 	)
Before the Court is Defendant Corporate Wings, LLC’s Motion for Partial Dismissal
pursuant to Fed. R. Civ. P. 12(b)(6). (Doc. 6.) Plaintiff opposed the motion (Doc. 8), and
Defendant replied (Doc. 10). For the reasons stated herein, Defendant’s Motion for Partial
Dismissal is DENIED.
I. 	BACKGROUND
A. 	Factual Allegations
On July 8, 2021, A.J. Dwoskin & Associates (“Dwoskin”) entered into an Aircraft
Management Agreement (“Agreement”) with Corporate Wings, LLC (“Corporate Wings”) that
allowed Corporate Wings to schedule, maintain, and operate Dwoskin’s Hawker Beechcraft
Model 400A (“Aircraft”). 1 (Doc. 1 at ¶ 1.) The Agreement was effective for one year, subject
to automatic one-year renewals until either party provided a written notice of termination. (Doc.
1-3 at 17.)2 Corporate Wings acted as Dwoskin’s agent with respect to “the aircraft management
1 In reviewing a motion to dismiss, well-pleaded factual allegations are accepted as true. See
Parrino v. Price, 869 F.3d 392, 397 (6th Cir. 2017); Ashcroft v. Iqbal, 556 U.S. 662, 678, 129
S.Ct. 1937, 173 L.Ed.2d 868 (2009).
2 For ease and consistency, briefing citations reflect the electronically stamped CM/ECF
document and PageID# rather than any internal pagination. Citations to the Complaint are to the
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services identified in this Agreement.” (Id.) The services included: scheduling charter flights in
cooperation with Dwoskin and in consideration of Dwoskin’s intended use of the Aircraft (id. at
19); causing all charter flights to be operated by Flight Options, LLC (“Flight Options”) (id. at
20); and causing its affiliate Sentient Jet, LLC (“Sentient”) “to make available to [Dwoskin] the
opportunity to enter into a [Guaranteed Revenue Program] Agreement with Sentient, pursuant to
which Sentient would guarantee use of the [A]ircraft for 250 flight hours per year.” (Id. at 22.)
The Agreement also contained an Ohio choice-of-law provision. (Id. at 21.)
Pursuant to the Agreement, Corporate Wings would provide qualified personnel to fly,
maintain, and schedule Dwoskin’s Aircraft, with Dwoskin maintaining an option to enter into a
Guaranteed Revenue Program Agreement (“GRP Agreement”) with Sentient for a minimum of
250 flight hours on the Aircraft. (Doc. 1 at ¶ 5; Doc. 1-3 at 22.) At the top of the Agreement,
outside of the terms outlining a possible GRP Agreement with Sentient, the Agreement specified
a charter rate of $2,800 per flight hour “based on a guaranteed minimum of 250 hours annually.”
(Doc. 1-3 at 17.) The documents submitted with Dwoskin’s Complaint do not include a GRP
Agreement initiated under these terms. (Doc. 1-7 at 34-36.)
In or around May 2022, ten months into the Agreement, one of two dedicated pilots
resigned. (Doc. 1 at ¶ 19.) The second pilot later resigned as well. (Id.) Both pilots were
employed by Corporate Wings. (Id. at ¶¶ 16, 19.) With both pilots resigning, Corporate Wings
did not have qualified pilots. The Aircraft was not chartered for a period of 250 hours in 2022.
(Id. at ¶ 21.) In a later email between Dwoskin and Elizabeth Ricci (“Ricci”), Corporate Wings’
CEO, Ricci stated the Aircraft only flew 135 hours in 2022. (Doc. 1-5 at 26.)
internal paragraphs.
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On February 21, 2023, Steven Lee, Corporate Wings’ Vice President of Sales and
Marketing, emailed Dwoskin to propose changes to the Agreement that would boost Dwoskin’s
revenue and annual flight hours. (Doc. 1-4 at 24.) These changes included increasing the charter
rate to $3,150 per hour; recruitment of two new full-time pilots; and Corporate Wings’
agreement to work with Sentient to “procure a GRP Agreement for the Aircraft.” (Id.) Lee also
proposed “[g]uaranteed hours would be referenced under the terms of the GRP [A]greement
itself. Guaranteed annual charter hours have been removed from the management agreement.”
(Id.)
After this email, Corporate Wings proposed an addendum to the Agreement. (Doc. 1 at ¶
30; Doc. 1-6 at 31.) In the addendum, the charter rate would be “$2,800 per hour (No guarantee
of annual charter hours)” and the “6 th bullet” under the additional terms section of the Agreement
would be amended to read “Corporate Wings will use commercially reasonable efforts to procure
a GRP agreement for the aircraft with Sentient Jet subject to owners [sic] approval of relevant
terms.” (Doc. 1-6 at 31-32.) In the Agreement, this bullet gave Dwoskin the opportunity to
enter into a GRP Agreement with Sentient that would “guarantee use of the aircraft for 250 flight
hours.” (Doc. 1-3 at 22.) Dwoskin did not agree to the addendum. (Doc. 8 at 68.)
Around the same time Corporate Wings proposed the addendum, the Aircraft was
committed to a GRP Agreement between Flight Options and Sentient. (Doc. 1 at ¶ 35; Doc. 1-7
at 34.) If Flight Options made the Aircraft available for a “minimum of one-seven (7)
consecutive-day period per month,” Sentient would guarantee “2 flight hours per day per block
averaged for the Effective Period.” (Doc. 1-7 at 34.) This would guarantee at least 168 hours
flown on the Aircraft per year. (Doc. 1 at ¶ 39; Doc. 1-5 at 26.) If pilots were not available to
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fly the Aircraft when it was scheduled for Sentient, the overall guaranteed hours in the GRP
Agreement were adjusted. (Doc. 1-7 at 33-34.)
With a GRP Agreement in place, Corporate Wings was still unable to adequately train
and staff pilots to fly the Aircraft, making it largely unavailable for charter. (Doc. 1 at ¶¶ 44-45.)
On July 8, 2024, Dwoskin terminated the Agreement with Corporate Wings. (Id. at ¶ 45.)
B. 	Procedural History
Dwoskin brought this action alleging Corporate Wings breached the Agreement and the
inherent duty of good faith and fair dealing. (Id. at ¶¶ 46-53.) Corporate Wings moved to
dismiss certain portions of Count One, namely any allegations Corporate Wings was
contractually obligated to provide a minimum of 250 hours per year of chartered flights. (Doc. 6
at 59-60.) To it, Corporate Wings was only obligated to create an opportunity for Dwoskin “to
enter into an agreement with Sentient whereby Sentient, not Corporate Wings, would guarantee
the usage of 250 flight hours to Dwoskin.” (Id. at 56.) (emphasis omitted.)
Dwoskin responded in opposition and argued two points: (1) the unambiguous terms of
the Agreement obligate Corporate Wings, not Sentient, and (2) ambiguous contract terms, if any,
should not be resolved on a motion to dismiss. (Doc. 8 at 69, 72.) Dwoskin argues any
opportunity for a GRP Agreement with Sentient was offered in keeping with Corporate Wings’
obligation to meet their 250-hour guarantee. (Id. at 68.) Since Corporate Wings took on the
“exclusive” obligation to “market the Aircraft for charter,” Corporate Wings was still obligated
to make efforts to fly the Aircraft for a minimum of 250 hours annually. (Doc. 1-3 at 19.)
In its Reply, Corporate Wings also asserts the terms of the Agreement are unambiguous
but presents a different read: its contractual obligation was simply to provide Dwoskin an
opportunity to contract with Sentient. (Doc. 10 at 88.)
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II. 	ANALYSIS
A. 	Legal Standard
To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), a “complaint must present
sufficient facts to ‘state a claim to relief that is plausible on its face.’” Robbins v. New Cingular
Wireless PCS, LLC, 854 F.3d 315, 319 (6th Cir. 2017) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when
the plaintiff pleads factual content that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct.
1937, 173 L.Ed.2d 868 (2009).
When assessing plausibility, the Court “construe[s] the complaint in the light most
favorable to the plaintiff.” Bassett v. Nat’l Collegiate Athletic Ass’n, 528 F.3d 426, 430 (6th Cir.
2008) (cleaned up). But courts do not accept legal conclusions or other conclusory allegations as
true. D’Ambrosio v. Marino, 747 F.3d 378, 383 (6th Cir. 2014) (quoting Terry v. Tyson Farms,
Inc., 604 F.3d 272, 275-76 (6th Cir. 2010)). And courts need not make unwarranted factual
inferences. Kottmyer v. Maas, 436 F.3d 684, 688 (6th Cir. 2006).
B. 	Breach of Contract
Under Ohio law, “the interpretation of written contract terms, including the determination
of whether those terms are ambiguous, is a matter of law for initial determination by the court.”
Savedoff v. Access Grp., Inc., 524 F.3d 754, 763 (6th Cir. 2008) (citing Parrett v. Am. Ship Bldg.
Co., 990 F.2d 854, 858 (6th Cir. 1993) (applying Ohio law)). The Court must discern the
parties’ intent, which is “presumed to reside in the language they choose to use in their
agreement.” Savedoff, 524 F.3d at 763 (quoting Graham v. Drydock Coal Co., 667 N.E.2d 949,
952 (Ohio 1996)). Contract terms are given “their plain and ordinary meaning ‘unless manifest
absurdity results, or unless some other meaning is clearly evidenced from the face or overall
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contents of the instrument.’” Laboy v. Grange Indem. Ins. Co., 41 N.E.3d 1224, 1227 (Ohio
2015) (citation omitted).
The language of a contract is ambiguous “only where its meaning cannot be determined
from the four corners of the agreement or where the language is susceptible of two or more
reasonable interpretations.” CoMa Ins. Agency, Inc. v. Safeco Ins. Co., 526 F. App’x 465, 468
(6th Cir. 2013) (quoting United States Fid. & Guar. Co. v. St. Elizabeth Med. Ctr., 716 N.E.2d
1201, 1208 (Ohio Ct. App. 1998)); Sec’y of USAF v. Commemorative Air Force, 585 F.3d 895,
900 (6th Cir. 2009) (“A contract is ambiguous when it is susceptible to two or more reasonable
interpretations, each of which is consistent with the contract language.”). When both parties
offer “plausible interpretations of the agreement drawn from the contractual language itself [this]
demonstrates that the provision is ambiguous.” Int’l Union UAW Local 91 v. Park-Ohio Indus.,
Inc., 876 F.2d 894, at *6 (6th Cir. 1989) (table decision). However, a contractual term is not
ambiguous “merely because two parties offer substantially different interpretations.” Glidden
Co. v. Kinsella, 386 F. App’x 535, 542 (6th Cir. 2010).
Dwoskin and Corporate Wings offer two plausible interpretations of the Agreement. To
Corporate Wings, the unambiguous language guarantees the Aircraft would fly for 250 hours per
year only if Dwoskin entered into a GRP Agreement with Sentient. (Doc. 10 at 84.) To
Dwoskin, the Agreement unambiguously states that Corporate Wings will ensure the 250-hour
flight requirement. (Doc. 1 at ¶ 5.) References to a GRP Agreement with Sentient were nothing
more than an alternative, if Dwoskin selected it, to have Sentient assume the 250-hour flight
requirement. (Doc. 8 at 68.) A GRP Agreement with Sentient containing different terms and no
250-hour guarantee was later executed. (Doc. 1 at ¶¶ 35-43; Doc. 1-5 at 34-36.)
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Contract interpretation presents questions of fact. As such, contract interpretation should
not be resolved on a Rule 12(b)(6) motion to dismiss that presents a limited challenge to the
sufficiency of the pleadings. Miranda v. Xavier Univ., 594 F. Supp. 3d 961, 971 (S.D. Ohio
2022); Royal Ins. Co. of Am. v. Orient Overseas Container Line Ltd., 525 F.3d 409, 422 (6th Cir.
2008) (“If a contract contains ambiguities, it generally becomes the task of the fact-finder to use
extrinsic evidence to determine the intent of the parties.”); DeNune v. Consol. Capital of N. Am.,
Inc., No. 3:02CV7241, 2004 WL 1474653, 2004 U.S. Dist. LEXIS 30084, at *6 (N.D. Ohio May
21, 2004) (“Contract interpretation is inappropriate for a motion to dismiss.”). As summarized
above, the Agreement is susceptible to two different plausible interpretations.
III. 	CONCLUSION
For the reasons stated herein, Defendant Corporate Wings, LLC’s Motion for Partial
Dismissal (Doc. 6) is DENIED.
IT IS SO ORDERED.
Date: 	December 3, 2025 	_________________________________
BRIDGET MEEHAN BRENNAN
UNITED STATES DISTRICT JUDGE
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