Helico Sonoma, Inc. v. Gannett Co., Inc.

Background

Helico Sonoma, Inc. sued Gannett Co., Inc. and Beth Warren. Gannett employed Warren when the incident occurred. Before a helicopter flight, the pilot briefed the passengers about securing loose clothing and equipment and discussed the hazards of failing to do so. During the flight, Warren removed an item of clothing. The item flew outside the helicopter, became entangled near the tail rotor, and was later ingested by the rotor during the shutdown procedure, breaking the helicopter’s drive shaft. The pilot landed without serious injury or death, but the helicopter was significantly damaged.

Helico alleged negligence and breach of an oral contract. According to Helico, Warren agreed to follow the pilot’s instructions and act with reasonable care, including securing loose clothing and equipment, in exchange for being a passenger. Helico alleged that Warren breached that agreement by removing the clothing item.

Motion to Dismiss

The defendants moved under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not state a legally sufficient claim. They moved only against Helico’s breach-of-contract claim. They argued that Helico had not alleged enough facts to establish consideration or mutual assent, and therefore had not adequately alleged that an oral contract existed.

Consideration is something of value exchanged to induce an agreement. The court explained that a promise to do something the promisor is already legally required to do generally is not sufficient consideration, although consideration may exist if the promised performance includes something beyond that preexisting duty. The court was not persuaded that Warren had agreed to do anything different from what the law already required her to do.

The court also found that the allegations did not plausibly show mutual consent. Mutual consent is assessed objectively, based on what the parties’ outward conduct would lead a reasonable person to believe. Even assuming Helico had adequately alleged consideration, the court concluded that the alleged agreement to follow the pilot’s instructions and secure clothing and equipment did not plausibly show that Warren would have understood she was entering into a contract with Helico.

Disposition

The court granted the defendants’ motion to dismiss the contract claim. It granted Helico leave to amend that claim by May 2, 2022, if Helico could do so in good faith. The opinion did not dismiss the remaining negligence claim; it stated that the defendants’ answer to that claim was due April 25, 2022, unless the parties submitted an agreement and proposed order extending the deadline.

The court also continued the initial case-management conference from May 6 to May 27, 2022, and required the parties’ joint conference statement by May 20, 2022. The court did not consider the defendants’ argument based on federal regulations because the defendants raised it for the first time in their reply brief.