                                                      EFiled: Jul 09 2015 04:27PM EDT
                                                      Transaction ID 57528554
                                                      Case No. 10735-VCN
                            COURT OF CHANCERY
                                  OF THE
                            STATE OF DELAWARE

                                                           417 SOUTH STATE STREET
 JOHN W. NOBLE                                             DOVER, DELAWARE 19901
VICE CHANCELLOR                                            TELEPHONE: (302) 739-4397
                                                           FACSIMILE: (302) 739-6179
                                   July 9, 2015


Richard A. Barkasy, Esquire                  Joseph J. Bellew, Esquire
Schnader Harrison Segal & Lewis LLP          Cozen O’Connor
824 N. Market Street, 8th Floor              1201 N. Market Street, Suite 1001
Wilmington, DE 19801                         Wilmington, DE 19801

      Re:   Global Aerospace, Inc. v. Aero Ways, Inc.
            C.A. No. 10735-VCN
            Date Submitted: June 24, 2015

Dear Counsel:

      Respondent Aero Ways, Inc. (“Aero Ways”) purchased insurance from

Petitioner Global Aerospace, Inc. (“Global”) for a leased aircraft.1 On July 25,

2013, the aircraft’s left main landing gear brake assembly and part of its left wing

were damaged. It was moved to its manufacturer’s facility in Wichita, Kansas for

repair, and Aero Ways made an insurance claim for the cost.

      The insurance policy establishes an appraisal process for when, like here, the

parties are unable to agree on the cost of repair.2 “In such event, [Aero Ways] and


1
  The aircraft is a 1986 Bombardier Challenger CL-601-1A business jet, U.S.
registration No. N163WG.
2
  The cost is a function of the selected repair strategy.
Global Aerospace, Inc. v. Aero Ways, Inc.
C.A. No. 10735-VCN
July 9, 2015
Page 2


[Global] shall each select a competent appraiser, and the appraisers shall select a

competent and disinterested umpire.”3 The umpire serves to break the deadlock

should the appraisers’ values diverge.          Although both sides have selected

appraisers, the appraisers cannot agree on an umpire. Global has petitioned the

Court to designate a suitable candidate.4

      After considering both sides’ views on the matter, the Court has selected

Ann L. Kolarik as umpire.             Ms. Kolarik is a Designated Engineering

Representative (“DER”), i.e., an individual authorized by the Federal Aviation

Administration (“FAA”) to determine an aircraft’s suitability for flight.5 She is a

structural engineer authorized to evaluate and act with respect to the wing

structures of airplanes such as the aircraft.




3
  Verified Pet. for the Appointment of a Neutral Umpire ¶ 18 (“Pet.”).
4
  The insurance policy does not specify a process for selecting an umpire when the
appraisers cannot reach an agreement. The Federal Arbitration Act, which applies
here, provides that “if no method [for appointing an umpire] be provided [in the
applicable agreement], . . . then upon the application of either party to the
controversy the court shall designate and appoint an . . . umpire . . . .” 9 U.S.C. 5.
5
  A DER is “an individual, appointed in accordance with 14 CFR § 183.29, who
holds an engineering degree or equivalent, possesses technical knowledge and
experience, and meets the qualification requirements of Order 8100.8D.” Pet. ¶ 29.
Global Aerospace, Inc. v. Aero Ways, Inc.
C.A. No. 10735-VCN
July 9, 2015
Page 3


      The FAA Consultant DER Directory indicates that Ms. Kolarik is based in

Wichita, and there has been no indication that any party or appraiser has a current

or ongoing personal or professional relationship with her.         According to her

LinkedIn profile, she is a senior engineer at Bombardier Inc., the parent of the

company that manufactured the aircraft. Her selection is partly intended to address

Aero Ways’s concern that the umpire have familiarity with the wing structure of

the aircraft’s model.6

      Of course, should Ms. Kolarik be unavailable or unwilling to act as umpire,

the Court may need to make another selection. Additionally, should either party

identify a material concern relating to Ms. Kolarik’s appointment (i.e., a conflict of

interest), the Court may revise its determination.

      IT IS SO ORDERED.

                                              Very truly yours,

                                              /s/ John W. Noble
JWN/cap
cc: Register in Chancery-K

6
  Global proposed that the Court appoint any structural DER with a specialty in
airplane wings. Aero Ways suggested four former employees of Bombardier (the
aircraft’s manufacturer) or, alternatively, an individual with experience in the
repair of damaged wings on aircraft similar to the model in question.
