                Case: 12-10708      Date Filed: 12/13/2012      Page: 1 of 6

                                                                     [DO NOT PUBLISH]

                 IN THE UNITED STATES COURT OF APPEALS

                           FOR THE ELEVENTH CIRCUIT
                            ________________________

                                    No. 12-10708
                              ________________________

                       D. C. Docket No. 2:09-cv-00267-UA-SPC

SKYTRUCK COMPANY LLC,
a Florida LLC,

                                                                         Plaintiff-Appellant,

                                            versus

SIKORSKY AIRCRAFT CORPORATION,
a Connecticut corporation,
POLSKIE ZAKLADY LOTNICZE,

                                                                     Defendants-Appellees.

                              ________________________

                      Appeal from the United States District Court
                          for the Middle District of Florida
                           _________________________

                                    (December 13, 2012)

Before JORDAN and ANDERSON, Circuit Judges, and ALBRITTON,* District
Judge.

       *
      Honorable W. Harold Albritton, United States District Judge for the Middle District of
Alabama, sitting by designation.
              Case: 12-10708     Date Filed: 12/13/2012    Page: 2 of 6

PER CURIAM:

      We have had the benefit of oral argument, and have carefully considered the

briefs and relevant parts of the record. We conclude that the judgment of the

district court should be affirmed.

      With respect to Skytruck’s tortious interference claim, we conclude that

Defendants were interested parties with respect to the Non-Circumvention

Agreement –i.e., they were not strangers to the contract. For Skytruck to fully

perform under that contract, it required the participation by Defendants, including

permitting a factory visit by the parties and agreeing to sell aircraft. See Palm

Beach Healthcare v. Prof. Med. Educ., 13 So.3d 1090 (Fla. 4th DCA 1999); Genet

Co. v. Anheuser-Busch, Inc., 498 So.2d 683 (Fla. 3d DCA 1986). We also

conclude that Skytruck has failed to sufficiently allege a lack of good faith or

justification to nullify Defendants’ qualified privilege to interfere. Defendants

were legally entitled to decline to permit Skytruck to market products on their

behalf or otherwise represent them, and were legally entitled to choose their own

representatives and sell to parties of their own choice. “The cause of action for

tortious interference . . . ‘recognizes that economic relations are entitled to freedom

from unreasonable interference.’” Palm Beach, 13 So.2d at 1095 (quoting United

Yacht Brokers, Inc. v. Gillespie, 377 So.2d 668, 672 (Fla. 1979)).

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      We also agree that the district court properly granted summary judgment in

favor of Defendants on Skytruck’s unjust enrichment claim. It is undisputed that

the previous exclusive distributorship for the United States market was terminated

by Defendants in March 2005. It is also undisputed that, first in April and then in

May 2007, Skytruck attempted to resurrect some role for itself, which attempt was

flatly rejected by Defendants. On April 16, 2007, PZL responded to Skytruck

stating: “Please know that our sales and marketing plans do not include a role for

the Skytruck company.” And when Skytruck tried again, PZL responded on May

22, 2007: “As we stated in our April 16, 2007, correspondence, our sales and

marketing plans do not include a role for Skytruck company.”

      Sierra Nevada, which was assisting the United States Air Force with

procurement of aircraft, contacted Skytruck in August 2006 with an interest in the

M28 aircraft manufactured by PZL. This was more than a year after termination of

Skytruck’s exclusive distributorship agreement with Defendants. Nevertheless,

Skytruck represented to Sierra Nevada that it was the exclusive distributor in the

United States for the M28 aircraft. Defendants had no knowledge of Skytruck’s

representation to Sierra Nevada, and had no knowledge of Skytruck’s efforts with

respect to Sierra Nevada (including Skytruck’s November 5-6, 2007, demonstration

to Sierra Nevada and the Air Force of the M28 aircraft which Skytruck owned or

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controlled). Defendants had no knowledge of such Skytruck efforts until mid-

November 2007, when Skytruck requested a factory visit for Sierra Nevada and the

Air Force. Again, Defendants flatly rejected Skytruck’s request. PZL answered by

email dated November 29, 2007, stating:

       As we have stated many times to Skytruck, LLC, PZL Milec’s sales
       and marketing plans do not include a role for your company. Thus, we
       will not be hosting a visit on your behalf as requested in your note.

Sikorsky also responded by letter dated November 29, 2007, stating:

       In response to your and Mr. McConnell’s communications with Mr.
       Pino, Mr. Estill and others please be advised that Sikorsky Aircraft has
       no interest in establishing a relationship with Skytruck Company,
       LLC. We will not be responding to the request from Skytruck
       Company and we ask that you not forward information or proposals to
       anyone at Sikorsky Aircraft.

       Subsequent to the foregoing rejections, a captain in the Air Force contacted

Defendants, arranged a factory visit for Sierra Nevada and the Air Force, and sales

were subsequently negotiated and consummated. Skytruck sued Defendants,

asserting a claim for unjust enrichment. After full discovery, the district court

rejected Skytruck’s claim on the basis of the unclean hands doctrine and on the

basis of the “officious intermeddler” doctrine.

       Without addressing the unclean hands doctrine,1 we affirm on the basis of


       1
               Although in its dealings with Sierra Nevada, Skytruck clearly misrepresented its
relationship with Defendants, Skytruck argues that the party asserting the unclean hands defense

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the “officious intermeddler” doctrine. The Florida Supreme Court in Tipper v.

Great Lakes Chemical Co., 281 So.2d 10 (1973), adopted the principle of law

found in Restatement of the Law of Restitution, §112, as follows:

       A person who without mistake, coercion or request has
       unconditionally conferred a benefit upon another is not entitled to
       restitution, except where the benefit was conferred under
       circumstances making such action necessary for the protection of the
       interests of the other person or of third persons.

Although the exception applied in Tipper, it does not apply in the instant case.

Skytruck’s several attempts to resurrect some arrangement with Defendants was

repeatedly rejected with ample clarity. Accordingly, Skytruck’s efforts with Sierra

Nevada were undertaken at its own risk, and thus gratuitously. Assuming arguendo

that Skytruck conferred a benefit upon Defendants that they otherwise would not

have enjoyed,2 we do not believe that Florida law empowers a party in Skytruck’s

shoes to force itself upon a party in Defendants’ shoes and place Defendants in the

position of either accepting Skytruck’s intrusion or foregoing a profitable sale to a



(i.e., the Defendants here and not Sierra Nevada) has to prove harm or prejudice to itself.
Because we affirm on the basis of the “officious intermeddler” theory, we need not address
Skytruck’s argument or the nature and extent of harm (if any) to either Sierra Nevada or the
Defendants.
       2
               Although it seems likely that Sierra Nevada and the Air Force would ultimately
have located the party or parties properly authorized to deal with the M28, Defendants have made
no such assertion, and we have not examined the record in that regard. Accordingly, we assume
that Skytruck did confer a benefit.

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customer like Sierra Nevada and the Air Force. See Hermanowski v. Naranja

Lakes Condominium, 421 So.2d 558, 560 (Fla. 3d DCA 1982) (“[N]o unjust

enrichment occurs on these facts. To hold otherwise would put [a party in

Skytruck’s shoes] in the position of being able to enhance cable TV services

without any meeting of the minds regarding rates or services and subsequently seek

additional payment.” ). We agree with the district court that the undisputed facts

clearly indicate that Skytruck is an “officious intermeddler” and is not entitled to

restitution.3



AFFIRMED.




       3
                In light of this resolution, we need not address the jury demand issue.

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