Corporate Flight Management, Inc. v. Talaviation, S.A.

08/28/2019

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

February 26, 2019 Session

CORPORATE FLIGHT MANAGEMENT, INC. v. TAL AVIATION, S.A. ET AL.

Appeal from the Chancery Court for Rutherford County

No. 17CV-1549 Barry R. Tidwell, Judge

___________________________________

No. M2018-01492-COA-R3-CV

___________________________________

The issue in this appeal is whether the Tennessee court had personal jurisdiction

over the Defendant. A Luxemburg company contracted with a French citizen to provide

the citizen with a certain number of flight hours on the company’s private jets; the

contract provided that, if the company did not have a jet available, it would procure a

private jet from a third party. After providing a jet for the citizen to travel from

Luxemburg to Turks and Caicos, the company did not have a jet available to return the

citizen to his home, so the company engaged a charter aircraft company based in

Tennessee to fly the citizen home in one of the Tennessee company’s jets. When the

Luxemburg company did not pay for the flight, the Tennessee company filed this breach

of contract action against the Luxemburg company and the French citizen in Rutherford

County Chancery Court. The French citizen moved to dismiss the action against him on

the ground that the Tennessee court lacked personal jurisdiction over him; the motion was

granted. The Tennessee company appeals, contending that the court had personal

jurisdiction over the French citizen because the Luxemburg company acted as the

citizen’s agent and its contacts with Tennessee were thereby imputed to him for

jurisdictional purposes. We conclude that the trial court correctly determined that it did

not have personal jurisdiction over the French citizen and accordingly affirm the

judgment granting the motion to dismiss.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed

RICHARD H. DINKINS, J., delivered the opinion of the court, in which FRANK G.

CLEMENT, JR., P.J., M.S., and W. NEAL MCBRAYER, J., joined.

Ron Pursell, Edward A. Hadley, and Brent A. Kinney, Nashville, Tennessee, for the

appellant, Corporate Flight Management, Inc.

George H. Cate, III, Edmund S. Sauer, and Kayleigh E. Butterfield, Nashville, Tennessee,

for the appellees, Patrice Charles-Louis Mourruau, Tal Aviation, S.A., and NOAFLY

Aviation, S.A.

OPINION

I. FACTS AND PROCEDURAL HISTORY

NOAFLY Aviation, S.A., a company organized under the laws of Luxembourg and

with its principal place of business there, provides charter aircraft services. On

November 10, 2016, NOAFLY entered into a contract (“the NOAFLY Contract”) with

Patrice Charles-Louis Mourruau, in which NOAFLY agreed to provide Mr. Mourruau 55

flight hours on a “Legacy 650 type aircraft.” Under the contract, if Mr. Mourruau

requested a flight and a Legacy 650 was unavailable, NOAFLY would provide a Global

6000 aircraft. If neither a Legacy 650 nor a Global 6000 was available, NOAFLY was

“required to provide a replacement aircraft of the same type or a higher category than the

[Legacy 650].” The contract allowed NOAFLY to obtain an aircraft and charter services

from a third party, if necessary.

On May 7, 2017, Mr. Mourruau flew from Luxembourg to Turks and Caicos on an

aircraft which NOAFLY procured for Mr. Mourruau’s use from a third party. Mr.

Mourruau was scheduled to return to Luxembourg on May 13 on the same aircraft;

however, that aircraft was not available for his return. On May 12, NOAFLY asked

Corporate Flight Management, Inc. (“CFM”)1 for a quote on an aircraft to fly Mr.

Mourruau from Turks and Caicos to Luxembourg; CFM quoted $137,823.67 for the flight

and provided NOAFLY with a contract that day. The Complaint alleges that NOAFLY

“purported to attempt to pay CFM through wire transfer on May 12”; payment was not

successful.2 CFM provided the flight on May 13, and representatives of NOALFY and

CFM signed the contract (“the CFM contract”) on May 17.

Sometime after May 17,3 CFM filed this action in Rutherford County Circuit

Court; CFM filed a Second Amended Complaint against NOAFLY and Mr. Mourruau on

February 26, 2018, asserting, inter alia, that NOAFLY had breached the CFM Contract

by failing to pay any of the amount due under the Agreement and that NOAFLY had

acted as Mr. Mourruau’s agent in executing the Agreement.4 Mr. Mourruau moved the

1

CFM is a corporation organized under the laws of the State of Tennessee. CFM’s principal place of

business is in Smyrna, Rutherford County, Tennessee. CFM provides charter aircraft service in the U.S.

and abroad.

2

The complaint does not allege, and the record does not otherwise show, why payment was not

successful.

3

The original complaint was not included as part of the technical record on appeal; accordingly, the date

of initiation of this action is unclear.

4

The record on appeal begins with the Second Amended Complaint, to which CFM attached several

documents, including the contract; a document titled “Outward Payment,” which appears to be a wire

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court to dismiss him from the suit pursuant to Tennessee Rule of Civil Procedure

12.02(2), asserting that the trial court did not have personal jurisdiction over him; in

support of the motion, Mr. Mourruau attached his declaration and a copy of the contract

he entered into with NOAFLY. CFM responded, contending that the court had specific

personal jurisdiction over Mr. Mourruau because NOAFLY was acting as his agent and

NOAFLY’s contacts with Tennessee “bound Mr. Mourruau to the jurisdiction of” the

court; in support of the argument, CFM filed the affidavit of its sales manager, Sybilla

Slavin.

In an order entered May 25, 2018, the trial court ruled it could not exercise general

or specific personal jurisdiction over Mr. Mourruau and dismissed him from the suit.

CFM appeals, contending that the trial court erred in holding that Mr. Mourruau was not

subject to personal jurisdiction in Rutherford County.

II. ANALYSIS

‘“The authority of courts to exercise personal jurisdiction over nonresident

defendants is circumscribed by the Due Process Clause of the Fourteenth Amendment,’”

which is co-extensive with the due process protections of the Tennessee Constitution.

First Community Bank, N.A. v. First Tennessee Bank, N.A., 489 S.W.3d 369, 383 (Tenn.

2015) (quoting Gordon v. Greenview Hosp., Inc., 300 S.W.3d 635, 646 (Tenn. 2009)).

“Our General Assembly has passed long-arm statutes[5] which expand the jurisdictional

reach of Tennessee courts “‘as far as constitutionally permissible.’” Id. (quoting State v.

NV Sumatra Tobacco Trading Co., 403 S.W.3d 726, 740 (Tenn. 2013)).

transfer from NOAFLY to CFM, and an email chain between CFM and NOAFLY concerning scheduling

of and payment for the Flight.

5

As our Supreme Court explained in First Community Bank, N.A. v. First Tennessee Bank, N.A.:

Tennessee Code Annotated section 20-2-214(a) states, “Persons who are nonresidents of

this state ... are subject to the jurisdiction of the courts of this state as to any action or

claim for relief arising from ... (6) [a]ny basis not inconsistent with the constitution of this

state or of the United States.” Additionally, Tennessee Code Annotated section 20-2-225

provides that Tennessee courts may exercise jurisdiction on “any other basis authorized

by law” or on “[a]ny basis not inconsistent with the constitution of this State or of the

United States.” Therefore, [b]oth of Tennessee’s long-arm statutes . . . derive their scope

from the Tennessee and Federal Constitutions, and the reach of those statutes “cannot

extend beyond the limits set by the Due Process Clause of the Fourteenth Amendment to

the United States Constitution. Accordingly, in analyzing the due process constraints on a

court’s exercise of personal jurisdiction over nonresident defendants, we must look for

guidance to the decisions of both state and federal courts interpreting the due process

requirements of the Tennessee and United States Constitutions.

489 S.W.3d 369, 384 (Tenn. 2015).

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There are two general categories of personal jurisdiction: general6 and specific.

[S]pecific jurisdiction:

exists when a defendant has minimum contacts with the forum state and the

cause of action arises out of those contacts.

***

Determining whether a forum state may exercise specific personal

jurisdiction over a nonresident defendant is a two-step analysis which

requires a court to analyze first whether the defendant’s activities in the

state that gave rise to the cause of action constitute sufficient minimum

contacts with the forum state to support specific jurisdiction and, if so,

whether the exercise of jurisdiction over the nonresident defendant is fair.

***

[I]n order for a nonresident defendant’s contacts with the forum state to be

sufficient to give rise to personal jurisdiction there, those contacts must

arise out of the defendant’s own purposeful, deliberate actions directed

toward the forum state.

***

In other words, “minimum contacts must have a basis in ‘some act by

which the defendant purposefully avails itself of the privilege of conducting

activities within the forum State, thus invoking the benefits and protections

of its laws.’”

6

General jurisdiction “permits a court to assert jurisdiction over a defendant based on a forum connection

unrelated to the underlying suit (e.g., domicile).” Walden v. Fiore, 571 U.S. 277, 284 (2014). “When a

state exercises personal jurisdiction over a defendant in a lawsuit not arising out of or related to the

defendant’s contacts with the forum, the state is exercising general jurisdiction over the defendant.” Law

Offices of Hugo Harmatz v. Dorrough, 182 S.W.3d 326, 330 (Tenn. Ct. App. 2005) (citing Helicopteros

Nacionales de Colom., S.A. v. Hall, 466 U.S. 408, 414 n. 9 (1984); United Agric. Servs., Inc. v. Scherer,

17 S.W.3d 252, 256 (Tenn. Ct. App. 1999)). “For a court to exercise personal jurisdiction of a general

nature over a nonresident defendant, the proof must show that the defendant maintains ‘continuous and

systematic’ contacts with the foreign state.” Id. (citing Int’l Shoe Co. v. Wash., 326 U.S. 310, 317 (1945);

Scherer, 17 S.W.3d at 256).

At the hearing on Mr. Mourrau’s Motion to Dismiss, CFM admitted that the trial court did not

have general personal jurisdiction over Mr. Mourrau; accordingly, we do not address whether there was a

basis for the trial court to exercise general jurisdiction over Mr. Mourruau.

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The defendant’s connection with the forum state must be not only

intentional, but also “substantial” enough to give rise to jurisdiction. In

considering whether the defendant’s contacts with the forum state are

substantial enough to give rise to specific personal jurisdiction, we must

consider the quantity of the contacts, their nature and quality, and the

source and connection of the cause of action with those contacts.

Id. at 388-89 (internal citations omitted).

A defendant may challenge personal jurisdiction by filing a motion to dismiss the

complaint for lack of personal jurisdiction pursuant to Rule 12.02(2) of the Tennessee

Rules of Civil Procedure. Our Supreme Court explained the procedure when such a

motion is filed in First Community Bank:

When a trial court expresses an intent to rule on a motion to dismiss

without an evidentiary hearing, a defendant “may, but is not required to,

support the motion with affidavits or other evidentiary materials.” When a

defendant supports its 12.02(2) motion with affidavits, the burden is on the

plaintiff to make a “prima facie showing of personal jurisdiction over the

defendant by filing its own affidavits or other written evidence.” Dismissal

of the complaint pursuant to a defendant’s Rule 12.02(2) motion “is proper

only if all the specific facts alleged by the plaintiff collectively fail to

establish a prima facie case for personal jurisdiction.”

489 S.W.3d at 382 (internal citations omitted); Sumatra, 403 S.W.3d at 769; Gordon, 300

S.W.3d at 644.7 A trial court is not “obligated to accept as true factual allegations . . . that

are controverted by more reliable evidence and plainly lack credibility.” Sumatra, 403

S.W.3d at 735. Whether a “prima facie showing of personal jurisdiction over the

7

The court in First Community Bank continued:

Tennessee courts have not specifically defined the prima facie requirement in the context

of establishing personal jurisdiction. Federal courts have defined a “prima facie showing

of jurisdiction” as requiring that the plaintiff establish “with reasonable particularity

sufficient contacts between [the defendant] and the forum state.” We find the definitions

utilized by the federal courts in this context to be persuasive. Accordingly, we adopt a

similar definition of a prima facie case of personal jurisdiction. Under Tennessee law, the

factual allegations in the plaintiff’s complaint must establish sufficient contacts between

the defendant and this state with reasonable particularity.

489 S.W.3d at 383.

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defendant” has been shown “presents a question of law.” First Cmty. Bank, N.A., 489

S.W.3d at 382 (citations omitted).8

In support of his motion, Mr. Mourruau filed a declaration, a pertinent portion of

which states:

2. I am a citizen of France and reside at 3 Rue Sigefroi, L-2536

Luxembourg. I have never visited, conducted business in, or been

physically present in the state of Tennessee. I have never transacted any

business with a resident of Tennessee. I have no assets, no relatives, and no

other contacts in Tennessee. To the best of my recollection, I had never

even corresponded or communicated with anyone in Tennessee before I

received service of the Second Amended Complaint (“Complaint”) in this

case.

This shifted the burden to CFM to establish a prima facie showing of jurisdiction. First

Cmty. Bank, 489 S.W.3d at 382; Sumatra, 403 S.W.3d at 739; Chenault v. Walker, 36

S.W.3d 45, 56 (Tenn. 2001).

CFM does not argue that Mr. Mourruau himself had sufficient minimum contacts

with Tennessee, but contends that “[Mr.] Mourruau is subject to personal jurisdiction

based on the actions and contractual undertakings of his agent, NOAFLY, and the benefits

accruing to Mourruau from CFM’s justifiable reliance thereon.” Accordingly, the

threshold issue is whether NOAFLY was Mr. Mourruau’s agent. To meet its burden,

CFM relies upon the affidavit of its sales manager, Sybilla Slavin, the CFM contract, and

Article 6 of the NOAFLY contract.

Agency is a relationship between a “principal” and an “agent” in which the

principal gives the agent authority to “act on the principal’s behalf,” “subject to the

principal’s control,” and the agent “consents to do so.” Savage v. Cty. of Memphis, 464

S.W.3d 326, 332 (Tenn. Ct. App. 2015) (citing Morrison v. Allen, 338 S.W.3d 417, 450

(Tenn. 2011)). “There are two bases under which the common law credits the legal

8

CFM argues that “[a] jury, not the court, must decide whether the facts establish personal jurisdiction

over [Mr. Mourruau].” However, as we noted in Gordon v. Greenview Hospital, a Rule 12.02(2) motion

to dismiss for lack of personal jurisdiction presents “a threshold issue that normally should be adjudicated

early in the proceeding because, if the motion is granted, it will produce an overall savings in time and

resources and will also avoid delay in the disposition of cases.” 300 S.W.3d 635, 643 (Tenn. 2009) (citing

Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1349, 56-57 (3d ed. 2004);

State v. NV Sumatra Tobacco Trading Co., 403 S.W.3d 726, 739 (Tenn. 2013). Accordingly, it is

appropriate for the court to consider “affidavits of other evidentiary materials to support or oppose” the

Rule 12.02(2) motion. Gordon, 300 S.W.3d at 644 (citing Chenault v. Walker, 36 S.W.3d 45, 55 (Tenn.

2001)).

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consequences of an agent’s actions to the principal: actual authority and apparent

authority.” Id. CFM contends that Mr. Mourruau and NOAFLY had both an actual and

apparent agency relationship.

A. Actual Authority

CFM contends that Article 6 of the NOAFLY contract, which sets out NOAFLY’s

obligations in the event it must use a replacement aircraft, operates to appoint NOAFLY

as Mr. Mourruau’s agent. Article 6 states:

ARTICLE 6: Aircraft replacement

1. In the event of mechanical problems specific to the aircraft, damage,

unavailability of the Aircraft, or continuation of the flight’s itinerary,

NOAFLY is required to provide a replacement aircraft of the same type or a

higher category than the Aircraft. In any of the cases referred to in

paragraph 1, NOAFLY shall be responsible for transporting the passengers

and their luggage to their destination.

2. NOAFLY reserves the right to change aircraft or to modify any flight

plan or the maximum weight of the aircraft if the change is essential due to

technical requirements related to airport infrastructure.

3. NOAFLY undertakes to inform the Client of this as soon as possible,

with the Client therefore reserving the right to cancel his flight request and,

in the cases referred to in paragraph 1, with no penalty whatsoever.

4. The Client accepts the exclusive authority of the flight deck crew

responsible for the Aircraft, regarding any decision relating to the safety of

the aircraft, passengers and crew. The decision whether or not to complete

the flight and the choice of landing point are the exclusive authority of the

flight deck crew.

Upon our review and analysis, this argument is without merit.

Article 6 does not expressly appoint or authorize NOAFLY to act as Mr.

Mourruau’s agent, and under the article NOAFLY has authority over almost every aspect

of the provision of flight services. Mr. Mourruau is not given the ability to pick or in any

way control the manner of choosing the replacement aircraft; the only authority Mr.

Mourruau has under Article 6 is the right to cancel the flight in the event it becomes

necessary to procure a replacement aircraft.

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Mr. Mourrau’s declaration supports this conclusion:

15. From the time I boarded the flight and until I completed my trip back to

Luxembourg, I flew on the aircraft based on the understanding that

NOAFLY had arranged with a third party to provide the aircraft to me

pursuant to Articles 6 and 7 of the NOAFLY Contract and in order to fulfill

NOAFLY’s obligation to provide me with up to 55 flight hours for which I

had paid 300,000.00 Euros.

16. Throughout my dealings with NOAFLY, I understood that any aircraft it

provided to me (including the flight at issue here) was in satisfaction of its

obligation to provide me up to 55 flight hours for which I had paid

300,000.00 Euros. I never was party to any subcontract (or any other

contract) NOAFLY entered into with any charter company or any other

third party, and I never agreed to pay anyone for flights NOAFLY arranged

for me beyond the 300,000.00 Euros I paid to NOAFLY pursuant to the

NOAFLY Contract.

17. More specifically, I am not a party to the “Quote for Aircraft Services”

attached to the Complaint, and I never agreed to and never approved the

terms and conditions contained therein. I never saw or heard about the

Quote until I was served with the Complaint on March 13, 2018. At no

point did I ever authorize NOAFLY to enter into the Quote or any other

agreement on my behalf as a broker or agent, nor did I ever agree to accept

any financial or other responsibility for satisfying NOAFLY’s obligations

under the Quote or any other agreement with Plaintiff or any other third

party.

This article does not lead us to conclude that NOAFLY was acting with Mr. Mourruau’s

authority but, rather, that it was acting on its own authority to satisfy its obligations.

In the CFM contract, NOAFLY agreed that NOAFLY had “been appointed as an

agent of the end user [Mr. Mourruau] as defined by the U.S. Department of

Transportation (DOT)”; CFM argues that this statement is relevant to this issue.9 We

9

The CFM contract contained the following provision:

14. Broker Policy. In order to ensure proper financial protection for the consumer, any

broker executing this agreement agrees that they have been appointed as an agent of the

end user as defined by the U.S. Department of Transportation (DOT), is not holding out

or advertising to the public as a direct or indirect air carrier, is not acting as a ticket agent,

and is in compliance with all applicable DOT regulations. Broker also agrees to remit all

applicable taxes and fees associated with the flights to be operated under this Agreement.

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disagree. “An agent’s authority must be traceable to the principal and may not be shown

by his own statements or merely by proving that he claimed or undertook to act as an

agent. Sloan v. Hall, 673 S.W.2d 548, 551 (Tenn. Ct. App. 1984); see also Savage, 464

S.W.3d at 336 (“An agent’s subjective belief alone is not sufficient to establish implied

authority where it is not based on a reasonable interpretation of the principal’s

manifestation in light of his objectives and other facts known to the agent.”).

Accordingly, without a corresponding action or statement by Mr. Mourruau, NOAFLY’s

representation that it was acting as the agent of Mr. Mourruau cannot suffice to establish

that it had the actual authority to do so.

Accordingly, we conclude that the record does not show that Mr. Mourruau

explicitly or implicitly delegated actual authority to NOAFLY.

B. Apparent Authority

“Even where the principal has not given the agent actual authority to take a certain

course of action, the agent may still bind the principal if he had apparent authority.”

Savage, 464 S.W.3d at 333. “Apparent authority is essentially agency by estoppel, in that

its creation and existence depends on some conduct by the principal that will preclude

him from denying liability for the acts of the agent.” Id. It “is established through the acts

of the principal rather than those of the agent or through the perception of a third party.”

Boren ex rel. Boren v. Weeks, 251 S.W.3d 426, 433 (Tenn. 2008) (citations omitted). As

our Supreme Court explained in Southern R.R. Co. v. Pickle:

The apparent power of an agent is to be determined by the acts of the

principal and not by the acts of the agent; a principal is responsible for the

acts of an agent within his apparent authority only where the principal

himself by his acts or conduct has clothed the agent with the appearance of

authority, and not where the agent’s own conduct has created the apparent

authority. The liability of the principal is determined in any particular case,

however, not merely by what was the apparent authority of the agent, but

by what authority the third person, exercising reasonable care and

prudence, was justified in believing that the principal had by his acts under

the circumstances conferred upon his agent.

197 S.W. 675, 677 (Tenn. 1917). Generally, there are three elements that a party must

prove to establish that an entity was the ‘apparent agent’ of another:

(1) the principal actually or negligently acquiesced in another party’s

exercise of authority;

(2) the third person had knowledge of the facts and a good faith belief that

the apparent agent possessed such authority; and

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(3) the third person relied on this apparent authority to his or her detriment.

Boren, 251 S.W.3d at 432-33 (citations omitted).

In support of its response to the motion to dismiss, CFM filed the affidavit of

Sybilla Slavin, who stated, in pertinent part:

3. In my role as Sales Manager for Corporate Flight Management, I

communicated with representatives of NOAFLY on several occasions to

arrange for CFM to fly Mr. Patrice Charles-Louis Mourruau and his guests

from Turks & Caicos to Luxembourg. NOAFLY appeared to be acting as an

agent for Mr. Mourruau by arranging for the charter of aircraft N989SF on

behalf of Mr. Mourruau. NOAFLY represented that it was authorized by

Mr. Mourruau to schedule this flight for him with CFM. CFM provided the

aircraft, crew, and all services incidental to the flight. NOAFLY merely

served as an agent to arrange and schedule the flight for Mr. Mourruau, and

NOAFLY did not independently provide any aircraft, crew, or related

services for the flight. When entering into the agreement with NOAFLY, I,

acting on behalf of Corporate Flight Management, had a subjective, good

faith belief that NOAFLY had the authority to act on Patrice Charles-Louis

Mourruau’s behalf and bind him to the terms of NOAFLY’s contract with

CFM. The flight was arranged specifically for Mr. Mourruau, and CFM

entered into the agreement with NOAFLY specifically and solely for the

purpose of providing this single flight to Mr. Mourruau.

4. Corporate Flight Management routinely communicates and enters into

agreements with charter flight brokers, such as NOAFLY, whose customary

terms of engagement require them to act as agents for their own clients and

who, in such capacity, arrange to have Corporate Flight Management

provide aircraft, crews, and incidental flight services for those clients.

This evidence does not lead us to conclude that Mr. Mourruau clothed NOAFLY

with the authority to act on his behalf relative to the contract between CFM and

NOAFLY. Ms. Slavin’s Affidavit does not state that Mr. Mourruau interacted with CFM,

that any CFM employee witnessed any interaction between Mr. Mourruau and NOAFLY

upon which it could be inferred that NOAFLY had the authority to act for Mr. Mourruau,

that Mr. Mourruau acquiesced in NOAFLY’s contract with CFM, or, indeed, that CFM

knew Mr. Mourruau or had any reason to rely on the authority which CFM contends

NOAFLY had. While Ms. Slavin’s affidavit states that NOAFLY represented that it was

Mr. Mourruau’s agent, “a principal is responsible for the acts of an agent within his

apparent authority only where the principal himself by his acts or conduct has clothed the

agent with the appearance of authority, and not where the agent’s own conduct has

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created the apparent authority.” Southern R.R. Co., 197 S.W. at 677; see Dexter Ridge

Shopping Ctr., LLC v. Little, 358 S.W.3d 597, 609 (Tenn. Ct. App. 2010) (“The principal

will not be deemed responsible for the acts of the putative agent where only the agent’s

own conduct has created the appearance of agency.”)

CFM also argues that Mr. Mourruau ratified the CFM contract by flying on CFM’s

jet. Ratification is a “fundamental principle of agency law.” Webber v. State Farm Mut.

Auto. Ins. Co., 49 S.W.3d 265, 269 (Tenn. 2001). That principle states that “’[a] principal

is bound neither by contracts made by a person not his agent, nor by those of his agent

beyond the scope of his actual and apparent authority, which he has not ratified and is not

estopped to deny.’” Id. at 270 (Tenn. 2001) (quoting Bells Banking Co. v. Jackson Ctr.,

Inc., 938 S.W.2d 421, 425 (Tenn. Ct. App. 1996)). Ratification is predicated on a

principal and agent relationship, which did not exist in this case. Moreover, “before

ratification of an unauthorized transaction will be considered valid and binding, the

principal must have full knowledge, at the time of the ratification, of all material facts

and circumstances relative to the unauthorized act or transaction.” Id. (quotations

omitted). In his declaration, Mr. Mourruau, states “I never agreed to and never approved

the terms and conditions contained therein. I never saw or heard about the Quote until I

was served with the Complaint on March 13, 2018.” For these reasons, the record will

not support a conclusion that, because Mr. Mourruau flew on the jet which had been

provided by CFM, he ratified the CFM contract.

III. CONCLUSION

For the foregoing reasons, the trial court correctly concluded that it did not have

personal jurisdiction over Mr. Mourruau, and we affirm the judgment dismissing him

from this action.

RICHARD H. DINKINS, JUDGE

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