UNITED STATES DEPARTMENT OF TRANSPORTATION 

FEDERAL AVIATION ADMINISTRATION 

WASHINGTON, DC 

Goodrich Pilot Training Center, LLC, and 

Aviation Management Group, LLC 

Complainants

v. 

Village of Endicott, New York 

Respondent FAA Docket 16-08-03 

April 3, 2009 

DIRECTOR’S DETERMINATION

I. INTRODUCTION 

This matter is before the Federal Aviation Administration (FAA) based on the Complaint 

filed under 14 Code of Federal Regulations (14 CFR) Part 16, by Goodrich Pilot Training 

Center, LLC and Aviation Management Group, LLC (Complainants).1

 The Complaint 

was filed against the Village of Endicott, New York (Respondent), as owner/sponsor of 

the Tri-Cities Airport (CZG or Airport). 

In this Part 16 Complaint, Complainants allege the Respondent violated 49 United States 

Code (U.S.C.) § 47107(a)(1)-(6), Grant Assurance 22, Economic Nondiscrimination, and 

Grant Assurance 23, Exclusive Rights, by terminating Complainants’ leases at the Airport 

without good cause, thereby economically discriminating against their businesses through 

unreasonably denying them use of the Airport. The Respondent admits it terminated 

Complainants’ leases. However, the Respondent asserts the Complainants’ conduct, 

including self-dealing, nonpayment of rent, and the results of an audit, justified its 

decision to deny the Complainants the right to continue offering aeronautical business 

services at the Airport. The Complainants’ conduct, as described in documents submitted 

to the record, and the Respondent’s contention that its actions were reasonable are 

evaluated in this determination. 

As part of this Complaint, Complainants request that the FAA (i) declare that the actions 

by the Village of Endicott and the proposed lease termination are unlawful and 

 

1

 The Director notes that Goodrich Aviation Development Services, LLC (GADS), was a party to 

the Part 13 section 13.1 complaint preceding this Part 16. Documents submitted to the record, 

including court documents from cases between GADS and the Respondent, list GADS as a party 

of interest. 

1 
economically discriminatory and that (ii) the Village be enjoined and restrained from 

continuing or beginning any eviction proceedings against the Complainants. 

The Respondent requests dismissal of the Complaint alleging Complainants’ past and 

current behavior substantiate its decision to terminate the leases in question and 

Complainants’ Complaint “fails to assert any claim under Grant Assurance No. 23.” 

[FAA Exhibit 1, Item 3, Page 17] 

The decision in this matter is based on: (i.) applicable law and FAA policy regarding the 

Respondent’s Federal obligations as imposed by Grant Assurances 5 - Preserving Rights 

and Powers, 22 - Economic Nondiscrimination, and 23 - Exclusive Rights, as well as 

Title 49 U.S.C. § 47107 et. seq.; and (ii.) arguments and supporting documentation 

submitted by the parties, which comprise the administrative record reflected in the 

attached FAA Exhibit 1. 

With respect to the allegations presented in this Complaint, under the specific 

circumstances as discussed below and based on the evidence of record in this proceeding, 

the FAA finds the Respondent is not currently in violation of its Federal obligations. 

The basis for the Director’s Determination is set forth herein. 

II. PARTIES 

A. Complainants 

Goodrich Pilot Training Center, LLC and Aviation Management Group, LLC, in this case 

are referred to as “Complainants” or “Goodrich.” Douglas Goodrich describes himself as 

a member/manager of Goodrich Pilot Training Center [FAA Exhibit 1, Item 4, Exhibit 6, 

Para 1], a limited liability company organized and existing under the laws of the State of 

New York and is engaged in the instruction and training of airplane pilots. [FAA Exhibit 

1, Item 1, Para 1] Douglas Goodrich also describes himself as a member/manager of 

Aviation Management Group [FAA Exhibit 1, Item 4, Exhibit 5, Para 1], a limited 

liability company organized and existing under the laws of the State of New York and is 

engaged in the business of owning and leasing airplanes. [FAA Exhibit 1, Item 1, Para 2] 

In the Part 13 section 13.1 complaint filed with the New York Airport District Office 

preceding this Part 16 Complaint, Complainants’ attorney asserts that: 

Pursuant to the (Management) Agreement, Goodrich Aviation Development 

Services, LLC, was to provide certain aeronautical services, including a 

mechanic’s operation and a flight school... 

Initially Goodrich Aviation Development Services, LLC, undertook both 

operations under its own name; however, subsequently Goodrich Pilot Training 

2 
Center, LLC and Aviation Management Group, LLC, were created for liability 

and tax purposes. [FAA Exhibit 1, Item 6, Exhibit 6] 

Therefore, based on the evidence submitted into record and the Part 13 section 13.1 

filings, and for the purpose of consistency and clarity, the Director believes it is important 

to clearly reference Douglas Goodrich and GADS’ relationship with the Complainants. 

Douglas Goodrich is the manager of GADS, the manager of Aviation Management 

Group, and the manager of Goodrich Pilot Training Center. [FAA Exhibit 1, Item 4, 

Exhibits 5 and 6] 

B. Respondent 

The Village of Endicott (“Village” or “Respondent”) is a municipal corporation chartered 

by the State of New York.[FAA Exhibit 1, Item 1, Exhibit 1, Page 1] The Village is the 

owner/sponsor of the Tri-Cities Airport (CZG) [FAA Exhibit 1, Item 7] and has accepted 

$3.7 million of Federal grants [FAA Exhibit 1, Item 9] under the Airport Improvement 

Program (AIP) authorized by the Airport and Airway Improvement Act of 1982, as 

amended, 49 U.S.C. § 47101, et seq. 

III. BACKGROUND AND PROCEDURAL HISTORY 

The majority of the documents comprising the record for this Complaint consist of 

pleadings submitted in court proceedings in other venues, including the New York State 

Supreme Court, the Town of Union, and the Broome County Appellate Court in the New 

York State Court systems, where action is still pending. 

The background and procedural history of this Complaint contains five sections, each of 

which describes the history of the relationships and issues set forth in the record. 

Management Agreement 

The relationship between GADS and Respondent formally commenced on October 1, 

1997, when these parties entered into a Management Agreement (Agreement) [FAA 

Exhibit 1, Item 1, Exhibit 1, Page 1].2

 The Agreement expired on September 30, 2002 

but allowed for a five year extension “provided that Goodrich is not in default under the 

terms of this Agreement.” [FAA Exhibit 1, Item 1, Exhibit 1, Section 5] According to 

Goodrich, the extension option was exercised; [FAA Exhibit 1, Item 1, Para 7] the 

Village does not dispute this. [FAA Exhibit 1, Item 3, Para 7] 

 

2

 According to the documentation submitted to the record in this Complaint, Goodrich Aviation 

Development Services, LLC is either a parent company or sister company of the named 

Complainants in this matter. “Goodrich Aviation Development Services, LLC established four 

separate businesses at the Tri-Cities Airport, the flight school (Goodrich Pilot Training Center), 

the mechanic operation, a sales/leasing business (Aviation Management Group), and the general 

business operation. All four businesses use said telephone number... Relinquishing control of the 

number would cause severe economic hardship to the Goodrich businesses.” [FAA Exhibit 1, 

Item 1] 

3 
The Management Agreement defined the relationship between Goodrich Aviation 

Development Services, LLC and the Village. Specifically, it stated: 

The Village retains all of the rights and responsibilities which may not be 

delegated to an airport manager3

 under any rule and regulation of the Federal 

Aviation Administration, by rule, regulation or contract, or continuing guarantee 

or assurance heretofore provided to the Federal Aviation Administration by the 

Village. 

Goodrich shall not be deemed to be an employee of the Village; the relationship 

between the parties being that of an owner/independent contractor. [FAA Exhibit 

1, Item 1, Exhibit 1, Section 2] 

The Management Agreement served as a contractual instrument wherein the Respondent 

granted GADS the right to manage the Airport on behalf of the Respondent. However, 

the Agreement states that the Respondent retains all of its rights and responsibilities 

which cannot be delegated under any rule or regulation of the FAA. In return for 

managing the Airport, GADS received a $50,000 set annual fee from the Respondent. 

The Agreement also set forth a rental structure for GADS to pay the Respondent. The 

rental structure consisted of a 2.5 percent fee on all of GADS’ gross sales. The 

Agreement defined gross sales as: 

... the gross amount received by Goodrich from all sales... all charges for 

services and merchandise sold by Goodrich at the Airport. Said services and 

merchandise shall include, but not be limited to the sale of fuel, hangar rentals, 

aircraft maintenance, facilities rentals, tie downs, landing fees, aircraft sales, 

equipment and parts sales, flight instruction fees, and other sales at the Airport, 

together with the gross amount received by Goodrich from other sources of 

income derived from the business conducted at the Airport. [FAA Exhibit 1, Item 

1, Exhibit 1, Section 6(c)] 

Furthermore, the Respondent stated that a “2.5% gross sales provision is standard for all 

businesses operating at the Tri-Cities Airport.” [FAA Exhibit 1, Item 3, Para 43] [FAA 

Exhibit 1, Item 14, Section 4(d)] The tenant leases executed by GADS through Douglas 

Goodrich in his capacity as airport manager/contractor, included as exhibits in the record, 

had almost identical language requiring revenue producing businesses leasing office 

and/or hangar space “to pay to the lessor, for and on behalf of the Village, an additional 

rental based on 2.5% of tenant’s gross sales.” The definition of gross sales in the tenant 

leases mirrors the language in the Management Agreement and becomes a point of 

contention between the parties and is discussed in the subsection entitled: “Civil Court 

Proceedings History.” 

 

3

 The Management Agreement uses the terms “airport manager” and “contractor” interchangeably 

when referring to GADS and Douglas Goodrich. 

4 
Allegations Regarding Breach of Contract 

In 2002, the Management Agreement was extended by its terms for a period of five years 

without controversy. 

Beginning in 2004, a dispute between the parties arose when GADS proposed before the 

Village of Endicott’s Board of Trustees to raise the hangar rental rates at the Airport 

effective April 1, 2004. 

At the February 9, 2004 Board meeting, the meeting minutes show that the motion to 

raise the hangar rental rates did not receive a second and thereby failed. [FAA Exhibit 1, 

Item 15] 

The following year, effective April 1, 2005, GADS unilaterally raised the hangar rental 

rates at the Airport without seeking approval of the Board, and, as noted by the 

Respondent, in violation of the terms of the Management Agreement, which included 

“numerous provisions ... requiring consultation with the Village” before raising Airport 

fees. [FAA Exhibit 1, Item 3, Para 7] 

On November 30, 2005, the Respondent notified Douglas Goodrich for GADS that: 

Respondent unilaterally raised hangar rental rates at the Tri-Cities Airport, 

effective April 1, 2005 without seeking or obtaining the approval of the Village. 

In or around January of 2004, (Goodrich) sought approval from the Village to 

raise the rental rates, and a motion to raise said hangar rates failed on February 

9, 2004.4

Pursuant to Section 7(b) of the Management Agreement, you are hereby notified 

that you have breached the contact between the parties and the Village of 

Endicott hereby demands that you cure the breach within 30 days. [FAA Exhibit 

1, Item 1, Exhibit 3] 

Goodrich disagreed with Respondent’s contention that he was in violation of the 

Management Agreement, asserting the unilateral increase in hangar rental fees was 

“within the lessor’s right under the (management) agreement.” [FAA Exhibit 1, Item 1, 

Exhibit 4.11, Para 19] 

On December 16, 2005, Goodrich advised his attorney: 

... that his understanding was that the Village, in executive session, approved 

litigation against unnamed defendants, and assumed that one of the defendants 

was Goodrich5

, and that it was the intent of the Village to evict Goodrich in the 

 

4 See, FAA Exhibit 1, Item 15 

5

 There is no evidence in the record confirming that the Respondent planned to commence 

litigation against GADS. The only reference to litigation is reflected in the minutes from a 

Village of Endicott Board of Trustees Work Session held November 28, 2005 wherein then 

5 
event that the alleged default set forth in the notice of November 30, 2005, was 

not cured within the thirty (30) day cure period. [FAA Exhibit 1, Item 1, Exhibit 

4.A, Para 12]

That same day, Complainants’ attorney requested “an immediate hearing (with 

Respondent’s attorney) to resolve the dispute and controversy” regarding the breach of 

contract allegation. At or around this time, Complainants’ attorney stated that he 

contacted then Village Mayor, Joan Pulse, to ascertain the Respondent’s intentions with 

regard to eviction proceedings or litigation over the alleged breach of the Management 

Agreement. Complainants’ attorney stated: 

... (he) had discussed the matter and issues with the Mayor no less than five times 

without any admission by the Mayor that there was any intent to litigate; as a 

matter of fact, the Mayor indicated that she did not prefer litigation. [FAA 

Exhibit 1, Item 1, Exhibit 4.A, Para 15]

On December 29, 2005, GADS submitted an Order to Show Cause to the New York State 

Supreme Court, County of Broome, seeking “a preliminary injunction” and a “temporary 

restraining order” to prevent the Village from pursuing eviction proceedings. [FAA 

Exhibit 1, Item 1, Exhibit 4] Until this point, the Village only had demanded that GADS 

cure the alleged breach. At no point did the Village issue an eviction notice for the 

alleged breach of raising the rents unilaterally. [FAA Exhibit 1, Item 1, Exhibit 3] The 

court proceedings in this forum are inventoried in the record in FAA Exhibit 1 and 

recounted in the subheading: “Civil Court Proceedings History.” These proceedings 

brought forth by GADS in the New York State Supreme Court concluded in June 2006 

when GADS and the Respondent signed a Stipulation agreeing to set aside the 

contractual breach matters over the hangar rate rental increases. The Director notes that 

the Village did not respond to the legal proceedings initiated by the Complainants. 

Furthermore, there is nothing in the record to indicate the Village intended to commence 

eviction proceedings as the Village chose not to respond to the charges and thereby the 

matter was stayed by the court without Respondent’s objection. [FAA Item 1, Exhibit 6] 

The core issue in dispute over the alleged breach of contract regarding the Management 

Agreement and subsequent court proceedings initiated by the Complainants was whether 

or not GADS had the ability to unilaterally implement hangar rental rate increases. 

The Director has reviewed the evidence presented by the parties in these actions and has 

extracted the relevant information as applicable to this Complaint, which will be analyzed 

and discussed in Section VI of this Determination. 

Disputes Over Termination of Leases and Evictions Post-Management Agreement 

The record is silent on activities from June 2006 through September 2007. 

 

Mayor Pulse “stated that the trustees needed to go into an Executive Session to discuss personnel 

and litigation issues.” 

6 
On September 30, 2007, the Management Agreement between Goodrich Aviation 

Development Services, LLC, and the Village of Endicott “terminated by its terms” and 

the Respondent resumed management of the Airport. [FAA Exhibit 1, Item 1, Para 7] In 

the days prior to the expiration of the Agreement, on September 26, 2007, Douglas 

Goodrich signed as both the Airport manager and tenant, a Standard Hangar Lease 

Agreement between Goodrich Aviation Development Services, LLC and Aviation 

Management Group, LLC. Also on September 26, 2007, Douglas Goodrich signed as 

both the Airport manager and tenant, a Standard Subprime-Heated Office Space 

Agreement between Goodrich Aviation Development Services, LLC and Goodrich Pilot 

Training Center, LLC. 

When the Respondent resumed management of the Airport on October 1, 2007, the 

Respondent learned of the above referenced leases and immediately sought to terminate 

them and evict the Complainants for “granting himself rights to certain space at the 

Airport.” [FAA Exhibit 1, Item 3, Para 42] The Respondent also stated that upon further 

examination of the Airport’s records, the Respondent learned that GADS had executed 

leases with terms and locations that “were not offered to individuals or organizations at 

the Airport other than those with whom Mr. Goodrich financially benefitted.” [FAA 

Exhibit 1, Item 3, Para 42] GADS had leased to himself the three primary buildings used 

for Airport business operations, aircraft storage, and aircraft maintenance services. 

Through these leases, executed by GADS, through Douglas Goodrich, as Airport 

manager to the Goodrich Complainants as tenants just days before the Management 

Agreement expired, Douglas Goodrich sought to continue his ten year exclusive control 

over these key properties on the Airport. 

In early October 2007, the Respondent offered Complainants an opportunity to discuss 

alternate arrangements for space on the Airport. When the Respondent advised 

Complainants of the termination of these leases in a letter dated October 2, 2007, 

Respondent’s attorney notes: “I believe this (finding alternate space on the Airport) can 

be done without the need of judicial intervention, and to that end, would welcome the 

ability to sit down with you to discuss the possibilities for the future.” [FAA Exhibit 1, 

Item 1, Exhibit 10.2] Complainants’ attorney acknowledged Respondent’s offer in his 

response letter dated October 10, 2007, but objected to the space offered stating it was 

“less accessible, subject to flooding and out of pedestrian traffic pattern.” [FAA Exhibit 

1, Item 1, Exhibit 10.4] The record does not indicate whether the Complainants 

suggested other space, met with the Respondent, or attempted to negotiate a mutually 

agreeable location. 

At the request of the Respondent, the Office of the New York State Comptroller, Division 

of Local Government and School Accountability, audited the Tri-Cities Airport in 2007. 

The following actions arose in conjunction with this audit: 

 On October 1, 2007, the Village resumed control of the Tri-Cities Airport. 

 On October 2, 2007, the Village notified Complainants’ attorney of its intent to 

evict the Complainants. 

7 
 On October 11, 2007, the Respondent acknowledged and accepted the findings of 

the above referenced audit by letter, thereby inferring it was aware of the results 

no later than that date. 

 On October 22, 2007, the State Comptroller publicly released its “Village of 

Endicott, Oversight of Tri-Cities Airport, Report of Examination for the period 

covering June 1, 2005 through April 3, 2007.” [See, FAA Exhibit 1, Item 8] The 

Comptroller’s stated objective for the audit was to “determine if the Village’s 

share of gross sales revenues from Airport operations was in accordance with 

provisions in the (Management) Agreement with the Airport’s FBO.” [FAA 

Exhibit 1, Item 8, Page 5] The audit concluded that the Village “failed to provide 

adequate oversight over the agreement... did not verify that moneys received 

were accurate and adequately supported... as a result, the Village did not receive 

revenue of approximately $13,608 to which it may have been entitled” during the 

audited time period. [FAA Exhibit 1, Item 8, Page 7] The report notes that the 

last audit performed by the Village in 2002 covered the period of 1998 through 

2000. Records from 2000 through May 31, 2005 were not available for this audit. 

The terms of the Management Agreement required Goodrich to make such files 

available for examination only for two years.6

 

 On October 24, 2007, two days after the audit was publicly released, Respondent 

officially issued thirty (30) day notices of termination of tenancy to the 

Complainants. Respondent asserted the Complainants’ self-dealing and 

nonpayment of approximately $13,608 in gross sales revenue as detailed in the 

results of the audit justified this action. 

 On November 12, 2007, as a result of the audit, the Village Trustees passed a 

resolution banning Douglas Goodrich from serving as a contractor or employee7

of the Village of Endicott, specifically at the Airport. 

 

6

 Based on the findings and recommendations of the audit conducted by the New York State 

Comptroller’s Office, the Respondent in this matter has attempted to reconstruct files and records 

relating to the management of the Airport during the term of the Management Agreement through 

the discovery phase of a legal action currently being litigated in the Town of Union Court in the 

State of New York. However, this documentation is in the possession of GADS, which has 

sought Protective Orders to prevent the Respondent from obtaining these files and records. [FAA 

Exhibit 1, Item 3] 

7

 These terms, contractor and employee, also are used in the Management Agreement entered into 

between Respondent and GADS to define the relationship between the parties. It states: 

“Goodrich shall not be deemed to be an employee of the Village; the relationship between the 

parties (was) that of an owner/independent contractor.” [FAA Exhibit 1, Item 1, Exhibit 1] A 

legal definition of an independent contractor may be one who provides goods and services for 

another for a set fee under an express or implied agreement. A legal definition of an employee 

may be a person who is hired for a wage, salary, fee or payment to perform work for an employer. 

8 
Part 13 section 13.1 and Part 16 Procedural History 

On the same day the audit was issued, October 22, 2007, GADS and the Complainants in 

this Part 16 case filed a complaint pursuant to 14 CFR §13.1, Investigative and 

Enforcement Procedures, with the FAA New York Airports District Office (ADO). 

GADS and the Complainants alleged, “the Village of Endicott is economically 

discriminating against them by threatening to terminate the present lease(s)... for no good 

cause and in violation of sections 22 and 23 of the Airport Sponsor Assurances and other 

related Federal and FAA rules and regulations.” [FAA Exhibit 1, Item 1, Exhibit 10.A] 

On November 28, 2007, the FAA’s New York ADO sent a letter to Respondent’s 

attorney advising a Part 13 section 13.1 complaint had been filed against the Village by 

GADS and the Complainants. The FAA letter stated that GADS and the Complainants 

alleged the Respondent “violated Grant Assurance 22, Economic Nondiscrimination, and 

23, Exclusive Rights.” [FAA Exhibit 1, Item 1, Exhibit 10.5] 

On November 30, 2007, Respondent filed its response to the Part 13 section 13.1 

complaint with the FAA’s New York ADO. Respondent denied GADS and the 

Complainants’ allegations that the Village terminated their leases for no good cause by 

stating GADS and the Complainants: 

... have engaged in a pattern of self-dealing, misappropriated Village assets, 

exploited their management authority in order to obtain goods and services from 

the Airport (i.e. storage, at a greatly reduced rate for half a decade) and have 

withheld tens of thousands of dollars from the Village.8 [FAA Exhibit 1, Item 6, 

Exhibit 2] 

On February 28, 2008, the Respondent sent a follow up to its original response to the 

FAA’s New York ADO requesting a clear declaration from the Agency regarding “its 

role, or lack thereof, with respect to local eviction proceedings.” [FAA Exhibit 1, Item 6, 

Exhibit 5] GADS’ and the Complainants’ attorney filed a reply to the Respondent’s letter 

the same day with the New York ADO asserting that the FAA indeed has jurisdiction 

over the eviction proceedings.9

 

8

 In the Response, Respondent cites the results of the New York State Audit found that the 

Village may have been underpaid at least $13,608 between June 2005 and April 2007 by GADS 

and the Complainants. Furthermore, Respondent notes herein Goodrich did not allow the State 

auditors full access to his accounting records, thereby the total amount of $13,608 found in the 

audit only covers a period of less than 20% of the term of the ten year agreement. Respondent 

also cites a dispute over a telephone number, which will be discussed only as it pertains to the 

Respondent’s grant assurances later in this Determination. [FAA Exhibit 1 Item 6, Exhibit 2] 

9

 The FAA’s Part 16 Complaint purview regarding lease agreements is “confined to the 

agreement’s impact on the sponsor’s Federal obligations.” However, regarding whether an 

eviction is wrongful is a matter to be resolved under State Law. The Complainants’ arguments 

that the ‘Complainant is not in breach or default of its lease agreements with the Village and 

therefore is not subject to eviction,’ is not a matter for adjudication by FAA under Part 16. See, 

Edward S. Mainardi, Sr. v. Lincoln Park Airport, Inc., FAA Docket 16-02-12 (Director’s 

Determination Issued November 25, 2003) (Final Agency Decision Issued October 18, 2004) and 

9 
On March 3, 2008, the FAA issued its Part 13 section 13.1 Decision finding the 

Respondent was not currently in violation of its Federal grant assurances. 

On March 5, 2008, Goodrich Pilot Training Center, LLC and Aviation Management 

Group, LLC filed their Part 16 Complaint with 12 primary exhibits including 13 subexhibits attached to an Order to Show Cause and 7 sub exhibits attached to 

Complainants’ Response to Respondent’s Petitions. [FAA Exhibit 1, Item 1] 

On March 25, 2008, the FAA provided Notice of Docketing to the parties. [FAA Exhibit 

1, Item 2] 

On April 15, 2008, the Respondent filed its Answer and Request for Dismissal. [FAA 

Exhibit 1, Item 3] 

On May 14, 2008, Complainants submitted their Reply with 6 exhibits and a cover letter 

wherein Complainants object to the Part 13 decision claiming it was erroneously based 

on allegations of nonpayment of rent. [FAA Exhibit 1, Item 4] 

On June 12, 2008, the Respondent filed its Rebuttal.10 [FAA Exhibit 1, Item 5] 

On October 21, 2008, the Director issued a Notice of Extension of Time for issuance of 

Director’s Determination to on or before December 12, 2008 and a Request for additional 

document production by Complainants and Respondent. [FAA Exhibit 1, Item 10] 

Responses to the request for additional document production. [FAA Exhibit 1, Item 11 

and 12] 

On December 8, 2008, the Director issued a Notice of Extension of Time for issuance of 

Director’s Determination to on or before February 27, 2009. [FAA Exhibit 1, Item 13] 

On February 5, 2009, the Director issued a Notice of Extension of Time for issuance of 

Director’s Determination to on or before March 27, 2009. [FAA Exhibit 1, Item 14] 

 

Long Island Jet Center East, Inc. v. County of Suffolk, New York, FAA Docket 16-04-05 

(Director’s Determination Issued January 21, 2005). 

10 The Director notes that Exhibit 1 Items 4 and 5 were each submitted in the form of a letter and 

not labeled as a "reply" or "rebuttal." Part 16 permits the filing of a reply within ten days of the 

date of service of the answer, and the filing of a rebuttal within ten days of the date of service of 

the reply. Neither Item 4 nor Item 5 was served within the regulatory timeframes and no requests 

for extensions of time were filed. Additionally, neither of the documents was served with a 

certificate of service; each letter listed opposing counsel as being copied. The Director has 

received no filings objecting to the inclusion of Item 4, identified by the Director as the 

Complainants' Reply or Item 5, identified by the Director as the Complainants' Rebuttal. 

Accordingly, these documents are included in the Record Index and are being considered by the 

Director in this proceeding. 

10 
Civil Court Proceedings History 

The proceedings in civil courts provide for the majority of the exhibits included in 

evidence and attached to FAA Exhibit 1 of this Complaint. 

The first matter addresses GADS’ suit against the Village in the Supreme Court of the 

State of New York that commenced on December 29, 2005, when the Complainants filed 

an Order to Show Cause requesting the Court tentatively enjoin and restrain the Village 

from “terminating the Management Agreement, evicting Goodrich Aviation 

Development Services, LLC, or its agents or employees... tolling the running of the cure 

period and the termination of the Management Agreement.” [FAA Exhibit 1, Item 1, 

Exhibit 4] As previously noted in this Determination, the record shows the Village did 

not engage in the litigation or any proceedings to evict GADS in this instance as it did not 

provide the New York State Supreme Court with an “Answer to the Verified Complaint 

or papers in opposition to the Order to Show Cause.” [FAA Exhibit 1, Item 1, Exhibit 6] 

Instead, the Respondent signed a Stipulation which led to the Court issuing an Order on 

June 6, 2006 enjoining the Respondent from “commencing any eviction proceedings in 

respect to any claimed breach of contract, particularly the unilateral increase of rents to 

tenants at the Airport, which is the subject matter of this (sic) proceeding, prior to the 

date of the order of the court... during the pendancy (sic) of this action.” [FAA Exhibit 1, 

Item 1, Exhibit 6] 

The Respondent abided by the Stipulation and declined to pursue eviction. 

The second litigation, brought about by the Respondent, commenced after the 

Management Agreement expired in 2007. Citing the Complainants’ history of selfdealing, nonpayment of rent, and the result of the State Comptroller’s audit, on October 

24, 2007, the Respondent formally notified the Complainants of its intent to evict, 

providing Complainants thirty days to vacate their Airport leaseholds for the leases 

executed by and between GADS and the Complainants. [FAA Exhibit 1, Item 1, Exhibit 

8] 

By December 3, 2007, forty days following the notice of eviction, Complainants had not 

vacated their Airport leaseholds; at this point, Respondent filed Notices of Petition to 

Recover Real Property and Petitions to Recover Real Property under the jurisdiction of 

the Court of the Town of Union, New York. This filing by the Respondent to enforce the 

evictions initiated the second civil court proceeding are intertwined with the matters at 

issue in this Complaint. 

The Complainants opposed the evictions by requesting Stays and filing appeals. The 

Town Court’s initial Decision and Order, issued on March 24, 2008, to evict 

Complainants was upheld on appeal to the Broome County Court. At some point in the 

month or two following these court proceedings, the Complainants were evicted. 

Proceedings in the appeals, including discovery, are still pending legal dispensation. The 

legal issues in dispute in the civil court forum, including ownership of a telephone 

11 
number and contractual breaches regarding rent and fee structures,11 are not within the 

purview of the FAA’s Part 16 proceedings as previously cited. These issues will not be 

adjudicated in this Determination. However, the Director will address the Respondent’s 

overall management rights, powers, and responsibilities as they specifically pertain to its 

grant assurances. 

IV. ISSUES UNDER INVESTIGATION 

The FAA is responsible for adjudicating airport compliance matters involving Federallyassisted airports arising under the Airport and Airway Improvement Act (AAIA) of 1982, 

as amended; certain airport-related provisions of the Federal Aviation Act of 1994, as 

amended; the Surplus Property Act, as amended; predecessors to those acts; and 

regulations, grant agreements, and documents of conveyance issued or made under those 

acts. [See, FAA Rules of Practice for Federally-Assisted Airport Enforcement 

Proceedings, 14 CFR Part 16] 

In accordance with this mandate, this Director’s Determination addresses the following 

issues as they pertain to the disputes over the termination of leases and evictions: 

ISSUE #1: Whether the Respondent’s termination of Complainants’ lease 

agreements and resolution banning Douglas Goodrich from receiving a 

contract from the Village for conducting a business at Tri-Cities Airport 

unjustly discriminates against Complainants in violation of Grant 

Assurance 22, Economic Nondiscrimination. 

ISSUE #2: Whether the Respondent, by prohibiting the Complainants, specifically 

Douglas Goodrich, from serving as an aeronautical service provider of 

the Village at Tri-Cities Airport grants an exclusive right to others in 

violation of Grant Assurance 23, Exclusive Rights. 

ISSUE #3: Whether the Management Agreement the Respondent entered into with 

GADS, specifically Douglas Goodrich, and Respondent’s failure to take 

action against Goodrich during the term of the Agreement undermined 

and abrogated Respondent’s rights and powers in violation of Grant 

Assurance 5, Preserving Rights and Powers. 

 

11 The Management Agreement between GADS and Respondent stipulated that in addition to 

standard rental rates, “Goodrich shall pay to the Village a rental based on 2.5 percent of 

Goodrich’s gross sales...” [FAA Exhibit 1, Item 1, Exhibit 1] The results of the New York State 

audit indicate GADS did not pay these fees or the seven cents per gallon fee on aviation fuel sales 

properly. [FAA Exhibit 1, Item 10] In accordance with the auditor’s recommendations, the 

Village has attempted to reconstruct GADS’ records. However, GADS has sought protective 

orders in 23 instances rather than assume a cooperative posture in this investigation. [FAA 

Exhibit 1, Item 3, Para 47-69] 

12 
V. APPLICABLE LAW AND POLICY 

The Federal role in civil aviation is provided by various legislative actions that authorize 

programs for providing Federal funds and other assistance to local communities for the 

development of airport facilities. In each such program, the airport sponsor assumes 

certain obligations, either by contract or by restrictive covenants in property deeds and 

conveyance instruments, to maintain and operate its airport safely and efficiently and in 

accordance with specified conditions. Commitments assumed by airport sponsors in 

property conveyance or grant agreements are important factors in maintaining a high 

degree of safety and efficiency in airport design, construction, operation, and 

maintenance, as well as ensuring the public fair and reasonable access to the airport. In 

addition to managing the airport in accordance with the grant assurances, ensuring the 

airport operates for the use and benefit of the public is the prime obligation set forth in 

the Federal grant assurances. [See, FAA Order 5190.6A, Section 4-13.a] 

Title 49 U.S.C. § 47101, et seq., provides for Federal airport financial assistance for the 

development of public-use airports under the Airport Improvement Program (AIP) 

established by the Airport and Airway Improvement Act of 1982, as amended. Title 49 

U.S.C. § 47107, et seq., sets forth assurances to which an airport sponsor agrees as a 

condition of receiving Federal financial assistance. Upon acceptance of an AIP grant, the 

assurances become a binding contractual obligation between the airport sponsor and the 

Federal government. The assurances made by airport sponsors in AIP grant agreements 

are important factors in maintaining a viable national airport system. The AIP provides 

grants to eligible airport sponsors (recipients of grants are referred to as "sponsors") for 

the planning and development of public-use airports. Airport sponsors who accept a 

grant offer also accept conditions and obligations associated with the grant assurances. 

These include 39 specifically delineated obligations [FAA Exhibit 1, Item 1, Exhibit 12] 

such as operating and maintaining the Airport in a safe and serviceable condition, not 

granting exclusive rights, mitigating hazards to airspace, using airport revenue properly, 

etc. 

Airport Sponsor Assurances 

As a condition precedent to providing airport development assistance under the Airport 

Improvement Program, 49 U.S.C. § 47107, et seq., the Secretary of Transportation and, 

by extension, the FAA must receive certain assurances from the airport sponsor. Title 49 

U.S.C. § 47107(a) sets forth the statutory sponsorship requirements to which an airport 

sponsor receiving Federal financial assistance must agree. 

The FAA has a statutory mandate to ensure that airport owners comply with these 

sponsor assurances.12 FAA Order 5190.6A, Airport Compliance Requirements (Order 

5190.6A), issued on October 2, 1989, provides the policies and procedures to be followed 

 

12 See, e.g. the Federal Aviation Act of 1958, as amended and recodified, Title 49 U.S.C. §§ 

40101, 40113, 40114, 46104, 46105, 46106, 46110; and the Airport and Airway Improvement 

Act of 1982, as amended and recodified, Title 49 U.S.C. §§ 47105(d), 47106(d), 47107(k), 

47107(l), 47111(d), 47122 

13 
by the FAA in carrying out its legislatively mandated functions related to Federally 

obligated airport owners’ compliance with their sponsor assurances. The FAA considers 

it inappropriate to provide Federal assistance for improvement to airports where the 

benefits of such improvements will not be fully realized due to inherent restrictions on 

aeronautical activities. The grant assurances relevant to the issues raised in the 

Complaint are the following: 

Grant Assurance 5, Preserving Rights and Powers 

Grant Assurance 5, Preserving Rights and Powers, implements the provisions of the 

Airport and Airway Improvement Act (AAIA), 49 U.S.C. Section 47107(a), et seq., and 

requires, in pertinent part, that the sponsor of a Federally obligated airport "...will not 

take or permit any action which would operate to deprive it of any of the rights and 

powers necessary to perform any or all of the terms, conditions, and assurances in the 

grant agreement without the written approval of the Secretary, and will act promptly to 

acquire, extinguish or modify any outstanding rights or claims of right of others which 

would interfere with such performance by the sponsor." [FAA Exhibit 1, Item 1, Exhibit 

12 

Furthermore, Grant Assurance 5.f. states: 

If an arrangement is made for management and operation of the airport by any 

agency or person other than the sponsor or an employee of the sponsor, the 

sponsor will reserve sufficient rights and authority to insure that the airport will 

be operated and maintained in accordance with Title 49, United States Code, the 

regulations and the terms, conditions and assurances in the grant agreement and 

shall insure that such arrangement also requires compliance therewith. [FAA 

Exhibit 1, Item 1, Exhibit 12] 

Grant Assurance 22, Economic Nondiscrimination 

The owner of an airport developed with Federal assistance is required to operate the 

airport for the use and benefit of the public. Grant Assurance 22, Economic 

Nondiscrimination, deals with both the reasonableness of airport access and the 

prohibition of adopting unjustly discriminatory conditions as a potential for limiting 

access. Grant Assurance 22 of the prescribed sponsor assurances implements the 

provisions of 49 U.S.C. § 47107(a)(1) through (6), and requires, in pertinent parts: 

a. (The airport owner/sponsor) will make the airport available as an airport for 

public use on reasonable terms and without unjust discrimination to all types, 

kinds and classes of aeronautical activities, including commercial aeronautical 

activities offering services to the public at the airport. 

b. In any agreement, contract, lease or other arrangement under which a right or 

privilege at the airport is granted to any person, firm, or corporation to conduct or 

14 
engage in any aeronautical activity for furnishing services to the public at the 

airport, the sponsor will insert and enforce provisions requiring the contractor to – 

i. Furnish said services on a reasonable, and not unjustly 

discriminatory, basis to all users thereof, and 

ii. Charge reasonable, and not unjustly discriminatory, prices for each 

unit or service, provided that the contractor may be allowed to 

make reasonable and nondiscriminatory discounts, rebates, or other 

similar types of price reductions to volume purchases. 

h. (The airport owner/sponsor) may establish such reasonable, and not unjustly 

discriminatory, conditions to be met by all users of the airport as may be 

necessary for the safe and efficient operation of the airport. 

i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use 

of the airport as such action is necessary for the safe operation of the airport or 

necessary to serve the civil aviation needs of the public. 

Subsection (h) qualifies subsection (a) and subsection (i) represents an exception to 

subsection (a) to permit the sponsor to exercise control of the airport sufficient to 

preclude unsafe and inefficient conditions that would be detrimental to the civil aviation 

needs of the public. 

In all cases involving restrictions on airport use imposed by airport owners for safety and 

efficiency reasons, the FAA will make the final determination on the reasonableness of 

such restrictions when those restrictions deny or limit access to, or use of, the airport.13

Grant Assurance 23, Exclusive Rights 

The prohibition against exclusive rights and a sponsor’s responsibilities to prevent a 

granting of an exclusive right is codified in several documents. Title 49 U.S.C. § 

40103(e), in which Congress re-codified and adopted substantially unchanged the 

exclusive rights prohibition prescribed in Section 303 of the Civil Aeronautics Act of 

1938 and subsequently included in Section 308(a) of the Federal Aviation Act of 1958, as 

amended, prohibits exclusive rights at certain facilities and states, in pertinent part, that 

“(a) person does not have an exclusive right to use an air navigation facility on which 

government money has been expended.” 

Title 49 U.S.C. § 47107(a)(4) requires that “a person providing, or intending to provide, 

aeronautical services to the public will not be given an exclusive right to use the airport.” 

Grant Assurance 23, Exclusive Rights, of the prescribed sponsor assurances implements 

the provision of 49 U.S.C. § 40103(e) and 47107(a)(4), and requires, in pertinent parts, 

that the sponsor of a Federally obligated airport: 

...will permit no exclusive right for the use of the airport by any person providing, 

or intending to provide, aeronautical service to the public... 

 

13 See, FAA Order 5190.6A, Chapter 3-1 

15 
...will not, either directly or indirectly, grant or permit any person, firm, or 

corporation, the exclusive right at the airport to conduct any aeronautical 

activities... 

FAA Order 5190.6A, Chapter 3, provides additional guidance on the application of the 

statutory prohibition against exclusive rights and FAA policy regarding exclusive rights 

at public use airports, in pertinent parts: 

...owners of public use airports developed with Federal funds... (have) the 

obligation to make all airport facilities and services available on fair and 

reasonable terms without unjust discrimination. This covenant enjoins the owner 

from granting any special privilege or monopoly in the use of public use airport 

facilities. 

FAA Advisory Circular 150/5190-6, Exclusive Rights at Federally-Obligated Airports, 

provides guidance on how an airport sponsor can comply with the statutory prohibition 

on the granting of exclusive rights. 

The FAA Airport Compliance Program 

The FAA discharges its responsibility for ensuring airport sponsors comply with their 

Federal obligations through its Airport Compliance Program. Sponsor obligations are the 

basis for the FAA’s airport compliance effort. The airport owner accepts these 

obligations when receiving Federal grant funds or when accepting the transfer of Federal 

property for airport purposes. The FAA incorporates these obligations in grant 

agreements and instruments of conveyance to protect the public’s interest in civil aviation 

and to ensure compliance with Federal laws. 

The FAA designed the Airport Compliance Program to ensure the availability of a 

national system of safe and properly maintained public-use airports that airport sponsors 

operate in a manner consistent with their Federal obligations and the public’s investment 

in civil aviation. The Airport Compliance Program does not control or direct the 

operation of airports. Rather, it monitors the administration of the valuable rights that 

airport sponsors pledge to the people of the United States in exchange for monetary 

grants and donations of Federal property to ensure that airport sponsors serve the public 

interest. 

FAA Order 5190.6A, Airport Compliance Requirements, dated October 2, 1989, sets 

forth policies and procedures for the FAA Airport Compliance Program. The Order is 

not regulatory and is not controlling with regard to airport sponsor conduct. Rather, it 

establishes the policies and procedures to be followed by FAA personnel in interpreting 

and administering the various continuing commitments airport owners make to the 

United States as a condition for receiving Federal funds or Federal property for airport 

purposes. The Order, inter alia, analyzes the various obligations set forth in the standard 

airport sponsor assurances, addresses the application of the assurances in the operation of 

16 
public-use airports, and facilitates the interpretation of grant assurances by FAA 

personnel. 

The FAA Compliance Program is designed to achieve voluntary compliance with Federal 

obligations accepted by owners and/or operators of public-use airports developed with 

FAA-administered assistance. Therefore, in addressing allegations of non-compliance, 

the FAA will make a determination of whether an airport sponsor currently is in 

compliance with the applicable Federal obligations. Consequently, the FAA will 

consider the successful action by the airport to cure any alleged or potential past violation 

of an applicable Federal obligation to be grounds for dismissal of such allegation. [See

Wilson Air Center v. Memphis and Shelby County Airport Authority, FAA Docket 16-

99-10 (Director’s Determination Issued August 2, 2000 (Final Agency Decision Issued 

August 30, 2001)]

Enforcement of Airport Sponsor Assurances 

Enforcement procedures regarding airport compliance matters may be found at FAA 

Rules of Practice for Federally Assisted Airport Enforcement Proceedings, (14 CFR Part 

16). These procedures were published in the Federal Register (61 FR 53998, October 16, 

1996) and became effective December 16, 1996. 

The Complaint and Appeal Process 

Pursuant to 14 CFR § 16.23, a person directly and substantially affected by any alleged 

noncompliance may file a complaint with the FAA. The complainant(s) shall provide a 

concise but complete statement of the facts relied upon to substantiate each allegation. 

The complaint(s) shall also describe how the complainant(s) directly and substantially 

has/have been affected by the things done or omitted by the respondent(s). [See, 14 CFR 

§ 16.23(b)(3-4)] 

If, based on the pleadings, there appears to be a reasonable basis for further investigation, 

the FAA will investigate the subject matter of the Complaint. In rendering its initial 

determination, the FAA may rely entirely on the Complaint and the responsive pleadings 

provided. Each party shall file documents that it considers sufficient to present all 

relevant facts and arguments necessary for the FAA to determine whether the sponsor is 

in compliance. [See, 14 CFR § 16.29] 

The proponent of a motion, request, or order has the burden of proof. A party who has 

asserted an affirmative defense has the burden of proving the affirmative defense. This 

standard burden of proof is consistent with the Administrative Procedures Act (APA) and 

Federal case law. The APA provision [See, 5 U.S.C. § 556(d)] states, “(e)xcept as 

otherwise provided by statute, the proponent of a rule or order has the burden of proof.” 

[See also, Director, Office Worker’s Compensation Programs, Department of Labor v. 

Greenwich Colleries, 512 US 267, 272 (1994) and Air Canada et al. v. Department of 

Transportation, 148 F3d 1142, 1155 (DC Cir, 1998)] Title 14 CFR § 16.229(b) is 

consistent with 14 CFR §16.23, which requires the Complainant to submit all documents 

17 
then available to support his or her complaint. Similarly, 14 CFR § 16.29 states that, 

“(e)ach party shall file documents that it considers sufficient to present all relevant facts 

and arguments necessary for the FAA to determine whether the sponsor is in 

compliance.” 

Title 14 CFR § 16.31(b-d), in pertinent parts, provides that “(t)he Director's 

determination will set forth a concise explanation of the factual and legal basis for the 

Director's determination on each claim made by the complainant. A party adversely 

affected by the Director's determination may appeal the initial determination to the 

Associate Administrator as provided in §16.33.” In accordance with 14 CFR § 16.33(b) 

and (e), upon issuance of a Director’s determination, “a party adversely affected by the 

Director's determination may file an appeal with the Associate Administrator within 30 

days after the date of service of the initial determination;” however, “(i)f no appeal is 

filed within the time period specified in paragraph (b) of this section, the Director's 

determination becomes the final decision and order of the FAA without further action. A 

Director's determination that becomes final because there is no administrative appeal is 

not judicially reviewable.” 

Title 14 CFR § 16.247(a) defines procedural recourse for judicial review of the Associate 

Administrator’s final decision and order, as provided in 49 U.S.C. § 46110 or section 

519(b)(4) of the Airport and Airway Improvement Act of 1982, as amended, (AAIA), 49 

U.S.C. § 47106(d) and 47111(d). 

VI. ANALYSIS AND DISCUSSION 

Prior to analyzing and discussing the pertinent issues in this case, it is relevant to restate 

that the FAA’s Office of Airports, Airport Compliance and Field Operations, reviews 

matters pertaining to airport compliance. [See, 14 CFR § 16.1] The agency does not act 

as a court of appeals or secondary review board on matters outside the scope of the 

FAA’s Part 16 purview. 

The central focus of this Complaint revolves around the relationship between the 

Complainants and Respondent, including as it related to the terms of a Management 

Agreement that covered the period from October 1, 1997 to September 30, 2007. This 

Agreement served as a contractual instrument wherein the Respondent assigned GADS 

the responsibility of managing the Tri-Cities Airport. The issues raised by Complainants 

in this Complaint are rooted in the parties’ differing interpretations of the Management 

Agreement’s terms and their respective tenant leases. The Director’s findings for each 

issue are based on the Respondent’s obligations under its Federal grant assurances, 

applicable law, and precedent. 

ISSUE #1: Whether the Respondent’s termination of Complainants’ lease 

agreements and resolution banning Douglas Goodrich from receiving a 

contract from the Village for conducting a business at Tri-Cities Airport 

unjustly discriminates against Complainants in violation of Grant 

Assurance 22, Economic Nondiscrimination. 

18 
Within the last few days of the term of the Management Agreement, GADS executed 

leases with the Complainants for prime Airport property. Douglas Goodrich signed for 

both GADS and the tenant Complainants. Upon regaining control of the Airport, the 

Respondent notified GADS and the Complainants these leases would terminate in thirty 

days, per the terms of the leases. In this Complaint, the Complainants allege that the 

Respondent’s termination of their leases “for no good cause” constitutes a violation of 

Grant Assurance 22, Economic Nondiscrimination and is economically discriminatory. 

Complainants also allege that the Respondent did not make the Airport available for 

public use on reasonable terms. 

Respondent states it had valid cause and good reason to deny complainants’ manager 

Douglas Goodrich’s status as contractor or employee of the Village. The record includes 

documentation supporting the Respondent’s decision based on three primary reasons: 1. 

the results of a New York State audit and Complainants’ failure to cooperate with the 

Respondent to comply with the State’s recommended cures; 2. the Complainants’ history 

of self-dealing and improper use of its managerial power; and 3. the Complainants’ 

litigiousness. 

The record reflects that on November 12, 2007, the Village trustees voted and passed a 

resolution banning Douglas Goodrich from serving as a contractor or employee of the 

Village of Endicott, specifically at the Airport. The Complainants allege that, “the 

actions (evictions) taken by the (Respondent) have no legal or reasonable basis and upon 

information and belief are solely to be personal.” [FAA Exhibit 1, Item 1, Para 27] 

Complainants further contend that the Village failed to adopt minimum standards despite 

Complainants’ “suggestions and requests” to do so “over the past ten years.” [FAA 

Exhibit 1, Item 1, Para 26] In their allegations, Complainants speculate that had 

minimum standards been adopted, the Village’s “actions against (the Complainants) 

would be a clear violation of any suggested or recommended minimum standards 

endorsed by the FAA.” [FAA Exhibit 1, Item 1, Para 26] 

The FAA’s Advisory Circular (AC) on Minimum Standards for Commercial 

Aeronautical Activities (AC 150/5190-7) states that minimum standards are optional; 

however: 

the FAA highly recommends their use and implementation as a means to minimize 

the potential for violations of Federal obligations... The airport sponsor of a 

Federally obligated airport agrees to make available the opportunity to engage in 

commercial aeronautical activities by persons, firms, or corporations that meet 

reasonable minimum standards established by the airport sponsor.... Such 

standards must be reasonable and not unjustly discriminatory. [See, AC 

150/5190-7] 

As noted in the Advisory Circular, the FAA does not approve or endorse minimum 

standards; instead, the agency “may advise sponsors on the appropriateness of proposed 

19 
standards to ensure they do not place the airport in a position inconsistent with its Federal 

obligations.” [See, AC 150/5190-7] Minimum standards are intended to enable sponsors 

to uphold the tenets of grant assurances. 

The Director previously has held that a complainant has the burden of proof to show how 

a respondent restricted aeronautical access and did so unreasonably contrary to its grant 

assurances. [See, SeaSands Air Transport, Inc. v. Huntsville-Madison County Airport 

Authority, FAA Docket 16-05-17 (Director’s Determination Issued August 28, 2006)] In 

this Complaint, the Complainants erroneously imply the language in the Grant Assurance 

22, Economic Nondiscrimination, which states a sponsor “will make the airport 

available,” equates to the right to conduct an aeronautical business on the Airport. 

However, this language neither equates to unfettered “aeronautical access” nor a mandate 

that anyone and everyone has the right to be granted a contract to conduct an aeronautical 

business on an airport. Aeronautical access is the privilege to use the public areas of the 

airport; it is not a legal right to conduct an airport business. 

Complainants failed to establish how the Respondent’s decision to deny Complainants 

the opportunity to engage in a commercial aeronautical activity would have violated 

minimum standards. In fact, the Director believes the adoption of minimum standards 

may have further substantiated the Respondent’s decision to deny Complainants the 

opportunity to engage in a commercial aeronautical activity. Many versions of minimum 

standards enumerate Grant Assurance 22 (c), which states in part: 

Each fixed-based operator at the airport shall be subject to the same rates, fees, 

rentals, and other charges as are uniformly applicable to all other fixed-based 

operators making the same or similar uses of such airport and utilizing the same 

or similar facilities. [FAA Exhibit 1, Item 1, Exhibit 12] 

Based on the evidence submitted to the record, specifically the New York State Audit, 

Goodrich failed to pay the uniformly applied percentage of gross sales delineated in the 

standard subprime lease agreements for revenue producing businesses. In upholding the 

Respondent’s decision to deny Goodrich’s entities, the Complainants in this matter, the 

opportunity to engage in a commercial aeronautical activity, the Director relies upon the 

precedent set in SeaSands, which states “timely payment of rent for exclusive occupancy 

of aeronautical facilities is a reasonable requirement under grant assurance 22. Grant 

assurance 22 states that the Authority ‘will make the airport available as an airport for 

public use on reasonable terms.’ Where a tenant failed to pay its rent, denying it access 

would not be unreasonable.”14 [See, SeaSands, Page 19] Thus, the Respondent’s actions 

 

14 The Director notes that the Complainants claim they have submitted documentation asserting 

that all rents were paid. [FAA Exhibit 1, Item 4] The results of the audit of GADS’ management 

of the airport do not support this claim as the audit found errors relating to an erroneous 

deduction for parts revenue, erroneous fuel sales reporting, omission of an aircraft sale, omissions 

from aircraft maintenance revenue, and incomplete bookkeeping that could reveal more payment 

errors. [FAA Exhibit 1, Item 8] Regardless of the status of the rents and percentage of gross sales 

revenue, an airport sponsor could reasonably conclude that a late payment of rent does not cure 

20 
comply with its grant assurances. If the Respondent had allowed the Complainants to 

continue to abrogate lease provisions, this could have caused competing FBOs to claim 

unjust economic discrimination under Grant Assurance 22 for improper preferential 

treatment. 

Audit and Failure to Cooperate. 

The Respondent and Complainants disagree over alleged nonpayment of rent under the 

rental fee structure for gross sales set forth in the Management Agreement. An 

independent audit conducted by the State of New York’s Comptroller’s Office concluded 

that over a period of twenty three (23) months (June 2005 to April 2007) 15, “the Village 

did not receive revenue of approximately $13,608 to which it may have been entitled.” 

[FAA Exhibit 1, Item 8, Page 7] 

Based on the evidence in record, the Complainants and Respondent currently are engaged 

in litigation16 pertaining to allegations of breach of contract and fiduciary responsibility 

on the part of the Complainants. The Comptroller’s report (or Audit) previously 

referenced and made part of the record as FAA Exhibit 1, Item 8, makes significant 

conclusions regarding the Village’s fiduciary responsibilities relating to the Airport. As 

part of the discovery phase of the action brought about by the Respondent in the Town 

Court of Union, New York, Respondent requested that GADS turn over documents 

relating to the management of the Airport as delineated in Paragraphs 6(e) and (g) of the 

Management Agreement, which states: 

(e) Goodrich shall keep full, complete and proper books, records and accounts of 

the gross sales both for case and credit of its operations at the Airport; these 

books, records and accounts... shall at all reasonable times be open to the 

inspection of the Village, Village treasurer, or other authorized representatives or 

agents. 

(g) For the purpose of enabling the Village to check the accuracy of any such 

statement and the sufficiency of said rental payment, Goodrich shall for a period 

of two (2) years after submission to the Village of any such statements keep safe 

and intact of all Goodrich’s records, books, accounts and other data... and shall 

upon request make them available to the Village, the Village’s auditor, 

representative or agent for examination at any time period.

 

the reason for denial of access: the original non-payment of rent. [See, Jack Cox v. City of 

Dallas, TX, FAA Docket No. 16-97-2 (Director’s Determination Issued October 24, 1997)] 

15 The Comptroller’s office only had access to records dating back to June 2005 since the 

Management Agreement between GADS and Respondent limited the amount of time records 

needed to be maintained and produced for audit purposes to two (2) years. It appears the audit 

was initiated in June 2007. 

16This suit as well as four other legal actions will be more fully addressed under the subsection 

entitled “Proactive and Reactive Litigiousness” later in this section. 

21 
As Respondent notes in its Answer to the instant Complaint, the Complainants and 

Douglas Goodrich have refused to turn over all documentation requested by the Village 

and instead sought protective orders in court under a separate legal proceeding. [FAA 

Exhibit 1, Item 3, Para 47-69] The Director believes it is reasonable for Respondent to 

request access to documents pertaining to the management of the Airport as 

recommended by the New York State Comptroller’s audit. However, rather than 

cooperating with the Respondent to comply with the State’s recommendations, 

Complainants have opted to pursue protective orders through litigation. The 

Complainants’ failure to assist the State in reconstructing the Airport’s financial records 

and continued litigation creates doubt that they will be cooperative tenants in the future. 

While the Director understands that the Management Agreement referenced in this 

Complaint terminated by its own terms on September 30, 2007, the public’s interest in 

the Airport through its participation in the Airport Improvement Program has not expired 

nor have its grant agreements. [FAA Exhibit 1, Item 9] Pursuant to the sponsor’s 

responsibilities under its grant assurances the FAA encourages audits. As a result, 

financial documents relating to the Airport’s operations should be made available to the 

sponsor as reasonably requested. 17 [FAA Exhibit 1, Item 1, Exhibit 12, See Assurance 

26.b] [See, Rick Aviation, Inc. v. Peninsula Airport Commission, FAA Docket 16-05-18 

(Director’s Determination Issued May 8, 2007, page 37) (Final Agency Decision Issued 

February 6, 2007)] In SeaSands, the Director found that a sponsor’s refusal to grant an 

aeronautical service provider a contract may not necessarily be unreasonable in light of 

specific circumstances. [See, SeaSands, Page 27] 

The Director has held and been sustained in supporting an airport sponsor’s decision to 

require resolution to outstanding financial matters prior to re-engaging in future business 

agreements with aeronautical service providers. In Jimsair Aviation Services, Inc. v. San 

Diego County Regional Airport Authority, FAA Docket 16-06-08 (Director’s 

Determination Issued April 12, 2007) (Final Agency Decision Issued August 8, 2007), 

the Director found: 

“The record also show(ed) the Authority ceased negotiations with the 

Complainant for cause when it was discovered through an audit that the 

Complainant had a financial deficiency. It is not imprudent for a sponsor to 

require resolution of outstanding financial matters prior to entering into 

additional financial arrangements with the same airport tenant.” [See, Jimsair, 

page 20] 

When considering a complainant’s allegation of unjust economic discrimination due to an 

airport sponsor’s refusal to enter into a lease agreement, the Director held in Jack Cox v. 

City of Dallas, TX, FAA Docket No. 16-97-2 (Director’s Determination Issued October 

24, 1997): 

 

17 The Director’s finding that the request for the documents in question relating only to the 

Airport’s management is reasonable, was based upon the grant assurances. 

22 
...given (the Complainant’s) role in the history of a lease characterized by 

assumption, default, and assignment, the (Respondent) appears to have acted 

prudently in including the restrictive language to protect itself from a potential 

repetition of unsatisfactory, costly and burdensome landlord-tenant conflict. [See, 

Cox, Page 14]

Self-Dealing.

The Director is going to examine an issue about the Complainants' alleged self-dealing 

and its impact on the Respondent's grant assurance obligations. In September 2007, 

GADS issued two leases, one for hangar space to Complainant Aviation Management 

Group and one for office space to Complainant Goodrich Pilot Training Center. 

Complainants' contend these “are the same leases given to every other entity who lease 

hanger (sic) and/or office space at the Tri-Cities Airport.” [FAA Exhibit 1, Item 6, 

Exhibit 3] 

The Respondent counters that this is actually an improper act of self-dealing that created 

an exclusive and unfettered business environment for Goodrich and his entities 

(Complainants) on the Airport. [FAA Exhibit 1, Item 3] The Respondent asserts that this 

further supports its decision to discontinue business agreements with them. 

The record substantiates the Respondent’s allegations. 

In the first instance of self-dealing, the Respondent cites GADS’ execution of the two 

leases to the Complainants in the last days of the ten year term of the Management 

Agreement. [FAA Exhibit 1, Item 1, Exhibit 7] This self-dealing is contrary to the terms 

of the Agreement, which specifically stated that leases with existing and prospective 

tenants be negotiated by GADS “on terms and conditions agreed to and approved by the 

Village.” [FAA Exhibit 1, Item 1, Exhibit 1, Section 4(b)] As the Respondent notes: 

It is rare, indeed, to encounter leases signed as landlord and tenant by the same 

person. Yet, that is what Mr. Goodrich did on the twenty-sixth day of the eleventh 

month in the last year of a ten year contract. [FAA Exhibit 1, Item 6, Exhibit 5] 

The Respondent contends that these leases, which were unilaterally entered into by and 

between Goodrich and his entities (including the Complainants) without the Village’s 

approval, enabled Complainants to continue their ten year practice of giving themselves 

full and unfettered use of the primary Airport facilities to their benefit and to the 

exclusion of other Airport entities. [FAA Exhibit 1, Item 1, Exhibits 4.3 and 4.4] 

The Complainants admitted to a second instance of self-dealing when they acknowledged 

violating a lease executed by and between themselves in 2002. Douglas Goodrich, 

through GADS as the contractor under the Agreement, leased to himself in a separate 

lease another hangar that provided for the storage of one aircraft, specifically designated 

by its tail number. Goodrich has conceded that he violated terms of this lease, executed 

by and between Douglas Goodrich, by storing additional aircraft, aircraft parts, and non 

23 
aviation use items in this space for at least five years. [FAA Exhibit 1, Item 3, Para 42 

and included exhibit A] 

 

The facts in the record clearly illustrate the Complainants’ self-dealing including the 

leases unilaterally entered into at the end of the term of the Agreement and violation of 

the terms of a certain lease identified above. These undisputed facts provide a reasonable 

basis to validate the Respondent’s actions to discontinue lease agreements with the 

Complainants, pending resolution of defaults and possible rehabilitation of the business 

relationship.18 [See, Kent J. Ashton and Jacquelin R. Ashton v. City of Concord, North 

Carolina, FAA Docket No. 16-02-01 (Director’s Determination Issued August 22, 2003) 

(Final Agency Decision Issued February 27, 2004)] 

Proactive and Reactive Litigiousness. 

Finally, the record reflects that GADS and the Complainants have a history of litigation 

against the Respondent. The record contains documentation pertaining to five often 

times intertwined legal actions, four of which were initiated by the Complainants as 

proactive or reactive: 

1. December 2005, GADS filed suit in the New York State Supreme Court against 

Respondent to prevent eviction and other penalties for alleged contract breaches 

under the Management Agreement; 

2. October 2007, Respondent’s commenced action against GADS and Complainants 

alleging breach of contract and fiduciary duty seeking eviction; 

3. October 2007, Complainants filed legal action by acquiring a “Yellowstone 

Injunction” against the Respondent to prevent eviction; 

4. Late 2007/Early 2008, Complainants filed legal action seeking protective orders 

for documents requested by Respondent to comply with recommendations issued 

by the New York State Comptroller’s office in an audit of the Airport conducted 

in 2007; and 

5. Spring 2008, Complainants appealed eviction order issued by the Town of Union 

Court; proceedings still ongoing. 

In the first instance of litigation, it is relevant to note that contrary to Complainants’ 

suppositions, no evidence is present to reflect that the Village was interested in litigating 

the alleged breach of contract matter that arose in December 2005 nor did they ever 

 

18 As discussed more fully in the following subsections of this Determination, the FAA has held 

in other Part 16 determinations and final agency decisions that an airport sponsor is not required 

to close it eyes to one’s previous bad acts. Instead, the Agency recommends a sponsor proceeds 

prudently to ensure it does not put itself at financial risk again. However, Grant Assurance 22 

might, depending on the circumstances, prevent a sponsor from banning an entity from the airport 

in perpetuity, without opportunity for rehabilitation. [See, SeaSands] 

24 
initiate an official eviction proceeding. [FAA Exhibit 1, Item 1, Exhibit 4.A, Para 12] As 

stated in the New York State Supreme Court Order issued June 6, 2006, the Village did 

not submit an “Answer to the Verified Complaint or papers in opposition” to the 

Complainants’ initiated action against the Respondent in the matter. [FAA Exhibit 1, 

Item 1, Exhibit 6] However, the parties’ attorneys submitted a Stipulation agreeing to set 

aside the contractual breach matters over the hangar rate rental increases. [FAA Exhibit 

1, Item 1, Exhibit 5] 

The next instance of litigation was initiated by the Respondent to terminate the 

Complainants’ leases. This was based on the results of a New York State audit and 

Complainants’ failure to cooperate with the Respondent to comply with the State’s 

recommended cures. The grounds also included the Complainants’ history of selfdealing and improper use of its managerial power, as described above and substantiated 

by the record in this Complaint. In fact, the Complainants suggested at least three times 

that the Respondent should “sue the appropriate entities” if they wished to regain control 

of the Airport’s telephone number. [FAA Exhibit 1, Item 6, Exhibit 3]. 

Further litigation (October 2007 – present) commenced by Complainants appears to be 

reactionary responses to the Respondent’s suit. In Kent J. Ashton and Jacquelin R. 

Ashton v. City of Concord, North Carolina, FAA Docket No. 16-02-01 (Director’s 

Determination Issued August 22, 2003) (Final Agency Decision Issued February 27, 

2004), the Director acknowledges, “it is the Complainants’ right to pursue complaints and 

protect their interest (however) it is the Respondent’s right to protect itself from the 

possibility of future costly and frivolous litigation.” [See, Ashton, Page 27] Continuing, 

the Director found that an Airport sponsor: 

... was not obligated to expose itself to future lawsuits by entering into a business 

agreement with (Complainant). Given (Complainant’s) prior history of lawsuits 

and FAA complaints, plus a threat of future litigation, the Respondent states, ‘The 

decision by the City to not lease storage space at the Airport to Mr. Ashton or 

anyone associated with Mr. Ashton in the ownership of an aircraft is simply a 

very prudent business decision given the undisputed fact that Mr. Ashton intends 

to continue filing baseless complaints against the City.’ [See, Ashton, Page 27]

The Director also found an airport sponsor’s attempt to limit contact as a way to reduce 

litigation with the complainant as reasonable, noting that the respondent’s “Federal 

obligations limit (a sponsor’s) proprietary rights, but do not eliminate them.” [See, 

Ashton, Page 27] This standard logically applies to the issues raised in this Complaint 

based on the record, which illustrates Complainants’ proactive and reactive litigiousness. 

Conclusion. 

The evidence in the record clearly reveals a series of previous bad acts perpetrated by the 

Complainants. Based on the documents catalogued in FAA Exhibit 1, including the 

audit, the Complainants’ history of self-dealing, and the Complainants’ litigious history, 

the Director finds: 

25 
1. the Respondent’s refusal to grant Complainants’ manager, Douglas Goodrich, the 

right to conduct future businesses at the Airport, at this time, is a reasonable 

action to limit Respondent’s exposure to future financial risk; 

2. the termination of the leases with Complainants was neither without “good cause” 

nor unreasonable, nor did it constitute a violation of Grant Assurance 22; [See, 

SeaSands, Page 28] and 

3. the Respondent’s refusal to enter into a new lease agreement at this time with the 

Complainants to provide aeronautical business services is neither unreasonable 

nor unjustly discriminatory. 

The Complainants have not submitted any evidence to the record indicating they are 

prohibited from using the Airport for take offs, landings, or other aeronautical purposes. 

[FAA Exhibit 1, Item 6, Exhibit 5] The Complainants’ allegation that the Respondent 

has “refus(ed) to provide any terms under which the Complainants’ may use the Airport” 

is not supported by the record, which indicates that the Respondent offered the 

Complainants space with which they were not satisfied, and then offered to “tour the TriCities Airport” with their attorney in an attempt to “discuss the possibilities for the 

future.” [FAA Exhibit 1, Item 1, Exhibit 10.2] In any case, as stated in JimsAir and 

SeaSands, the Village is acting reasonably and prudently to resolve existing contract 

disputes prior to considering the negotiation of any new leases. 

The record indicates and the New York State Comptroller’s audit confirms that the 

Village lapsed in its oversight of the Tri-Cities Airport throughout most of the ten-year 

term of the Management Agreement. The audit indicates that it appears the Respondent 

lost revenue due to its lack of oversight during the term of the Management Agreement. 

[See, FAA Exhibit 1, Item 8] The FAA’s Compliance Program is designed to achieve 

voluntary compliance with a sponsor’s federal obligations. The Director recognizes an 

airport sponsor’s voluntary corrective action as a means to cure compliance violations. 

Accordingly, based on the Respondent’s actions to regain control and oversight of the 

Airport, recoup unpaid fees in accordance with the recommendations of the New York 

State audit, and resolve past bad acts, the Director finds the Respondent is not currently 

in violation of Grant Assurance 22. 

ISSUE #2: Whether the Respondent, by prohibiting the Complainants, specifically 

Douglas Goodrich, from serving as an aeronautical service provider of 

the Village at Tri-Cities Airport grants an exclusive right to others in 

violation of Grant Assurance 23, Exclusive Rights. 

 

Due to the termination of the Complainants’ leases by the Respondent, Complainants 

allege an exclusive right has been created at the Airport. Complainants believe that the 

Respondent’s refusal to grant Complainants the right to conduct a business at the Airport 

is tantamount to granting an exclusive right because they are not allowed to compete with 

other businesses on the Airport. 

26 
Complainants’ Allegations of Exclusion. 

As set forth previously in this Determination, the Village of Endicott Board of Trustees 

passed a resolution on November 12, 2007, excluding Complainants’ manager, Douglas 

Goodrich, from serving as a contractor or employee of the Village of Endicott, 

specifically at the Airport. The Complainants allege this is a violation of Grant 

Assurance 23, Exclusive Rights, because the Respondent has prohibited the Complainants 

from competing with any other business at the Airport. 

The Complainants further allege: 

This lack of competition not only discriminates and harm (sic) the Goodrich 

businesses, the lack of competition harms the Airport and the community. [FAA 

Exhibit 1, Item 1, Exhibit 10.A, Para 37] 

Respondent’s Rebuttal and Counter-Claims Against Complainants. 

Respondent counters these charges by claiming, “Complainants’ Complaint, in its 

entirety, does not allege a single action taken by the Village that could in any way be 

construed as violative of Grant Assurance No. 23.” [FAA Exhibit 1, Item 3, Para 39] In 

fact, and perhaps most significantly, the Respondent points out that Complainants admit 

the Village did not grant another service provider an exclusive right, stating: 

“(Complainants) never alleged that another FBO was given an exclusive right, only that 

rights were being denied the Complainants for no genuine or valid reason.” [FAA Exhibit 

1, Item 1, Para 34] 

In addition to concurring with the Complainants that the Respondent did not grant 

another service provider an exclusive right, the Respondent counters that Goodrich 

granted himself an exclusive right in at least two different instances. In the first instance, 

the Respondent alleges the Complainants’ sole use of the Respondent’s previously 

established Airport office telephone number for personal business enterprises separate 

from the enterprise contracted to manage the Airport constitutes an exclusive rights 

violation.19 

In a second instance of alleged exclusive rights violations on the part of the 

Complainants, the Respondent claims: 

 

19 The dispute over the ownership of the telephone number currently is being litigated in court. 

The owner of the telephone number is not an issue for the FAA to decide; instead, this Director’s 

Determination’s scope is limited to the use of the telephone number as a right in terms of airport 

access and is not meant to be construed as a legal determination of ownership in other litigation 

matters. Nonetheless, the Airport’s telephone number does not appear to have been offered for 

use to other aeronautical service providers on the Airport and thus could be construed as a special 

privilege. [FAA Exhibit 1, Item 1, Exhibit 10.A, Para 10] [See also, FAA Order 5190.6A, 

Chapter 3 Section 3-1] 

27 
...no where are (Complainants’) self-dealing and questionable business practices 

more evident than in the leases that are at issue in the eviction proceeding (being 

litigated in the New York State Court system). It is rare, indeed, to encounter 

leases signed as landlord and tenant by the same person. Yet, that is what Mr. 

Goodrich did on the twenty-sixth day of the eleventh month in the last year of a 

ten year contract. [FAA Exhibit 1, Item 6, Exhibit 5]

Conclusion. 

Goodrich admits executing Airport tenant lease agreements for his own personal 

businesses. [FAA Exhibit 1, Item 1, Para 8] Goodrich further admits he “established four 

separate businesses at the Tri-Cities Airport,” three of which were separate from the 

entity that was the party to the Management Agreement. [FAA Exhibit 1, Item 1, Exhibit 

10.A, Para 10] These practices indicate that Goodrich not only may have created a 

monopoly at the Airport,20 but there appears to be “a conflict of interest or a violation of 

the statute prohibiting certain exclusive rights” based on the fact that the leases were 

signed by Goodrich as both Airport manager, representing the Village, and as an Airport 

tenant, representing himself. [See, FAA Order 5190.6A, Chapter 4, Section 4] 

However, contrary to the Respondent’s claims above, Goodrich could not have violated 

the airport sponsor grant assurances as they are the sponsor’s responsibility to uphold.21 

Therefore, Goodrich’s questionable self-dealings are also the responsibility of the 

Respondent to cure. This aspect of the grant assurance will be addressed under Issue #3. 

In conclusion, the Complainants have not met the burden of proof of an exclusive rights 

violation. In Ashton, [See also, Lange v. FAA, 208 F2d 389, 393-394 (2nd Cir. 2000)] the 

Director held: 

The FAA has determined that an airport sponsor’s refusal to enter into a lease or 

grant leases to some tenants but not others, does not (emphasis included in 

citation) by itself constitute the granting of an exclusive right... 

Based on the facts entered into evidence and the Complainants’ own admission, the 

Director cannot find the Respondent currently is in violation of Grant Assurance 23, 

Exclusive Rights. 

 

20 See, FAA Order 5190.6A, Chapter 3, Section 3-8.a., which states: “Apart from legal 

considerations, the FAA considers it inappropriate to provide Federal funds for improvements to 

airports where the benefits of such improvements will not be fully realized due to the inherent 

restrictions of an exclusive monopoly on aeronautical activities.” 

21 See, FAA Order 5190A, Chapter 4, Section 4-2, which states: “None of these contractual 

delegations of responsibility absolve or relieve the airport owner from the primary obligations to 

the Government. As principal party to the agreement the owner alone is accountable for 

conformity to its terms and conditions.” 

28 
Thus by prohibiting Complainants (specifically GADS and Douglas Goodrich) from 

providing aeronautical services to the public, the sponsor here did not grant a special 

privilege or monopoly in the use of the public use airport facilities. The situation is quite 

the opposite; the sponsor’s actions in excluding GADS and Mr. Goodrich and his various 

business entities would appear to prohibit a monopoly and encourage competition in 

accordance with the purpose of the exclusive rights statute and assurance. 

With regard to the Respondent’s claims, it appears that conditions existed at the airport 

that were not consistent with the exclusive rights statute and assurance. The 

Respondent’s agent, GADS for all practical purposes controlled the airport, provided all 

aeronautical services, etc. The Director notes that the Respondent may have been in 

violation of Grant Assurance 23 under some of the terms of the now expired Management 

Agreement. In addition to the two instances cited by the Respondent above, the record 

indicates the Management Agreement entered into between the parties may have 

conveyed an exclusive right to the Complainants. According to FAA AC 150/5190-6, 

“while (an airport sponsor) may exercise the exclusive right to provide aeronautical 

services, they may not grant or convey this exclusive right to another party.” The 

Agreement appears to have conveyed upon Goodrich “the exclusive and sole right to sell 

aviation and jet fuel at the Airport.” [FAA Exhibit 1, Item 1, Exhibit 1, Section 4(h)] 

This clause may have been a direct violation of Grant Assurance 23, Exclusive Rights. 

The Director does not generally find sponsors in non-compliance for past compliance 

violations that it subsequently cured or is in the process of curing. The Director is 

satisfied that the Respondent is not currently in violation of Grant Assurance #23, 

Exclusive Rights, based on the following that is reflected in the record: 

1. the Management Agreement potentially conveying exclusive rights to the 

Complainants has expired; 

2. the Respondent did not enter into a continuation or other agreements 

conferring the Complainants an exclusive right; and 

3. the Respondent has taken steps to cure past potential compliance violations. 

ISSUE #3: Whether the Management Agreement the Respondent entered into with 

GADS, specifically Douglas Goodrich, and Respondent’s failure to take 

action against Goodrich during the term of the Agreement undermined 

and abrogated Respondent’s rights and powers in violation of Grant 

Assurance 5, Preserving Rights and Powers. 

The Complainants have included assertions that the Director would like to address: 

“(the Management Agreement) clearly grants Goodrich Aviation Development 

Services, LLC, the authority to enter into leases for hanger (sic) and office 

space.” [FAA Exhibit 1, Item 1, Para 11] 

29 
“...in January 2004, as a courtesy, Goodrich informed the Village of his intention 

to raise rents at the Airport but was under no duty or obligation to do so.” [FAA 

Exhibit 1, Item 1, Para 12] 

 “...pursuant to the terms of the (Management Agreement), the management of 

the Airport was the sole and exclusive obligation and responsibility of Goodrich.”

[FAA Exhibit 1, Item 1, Exhibit 4.11] 

“Mr. Goodrich, as the manager and operator of the Airport, had and has the 

ability to establish the rent for each tenant” and “...Mr. Goodrich was not 

seeking approval from the Village to raise the rental rates, but was merely 

advising the Board...” [FAA Exhibit 1, Item 1, Exhibit 2] 

Upon further review of the pleadings and other record evidence in the Complaint, the 

Director is concerned the Respondent, by entering into management contracts with 

GADS and Douglas Goodrich may have undermined it rights and powers, in a manner 

inconsistent with Grant Assurance 5, Preserving Rights and Powers. 

Each of these assertions by the Complainants conflicts with the Respondent’s obligations 

under Grant Assurance 5, Preserving Rights and Powers. The Village cannot be found in 

violation of Grant Assurance 5 merely by the assertions of Complainants. However, 

these can be violations if, given the language in the contract, the Village chooses to 

abrogate its right and powers. For example, when Goodrich previously raised rental rates 

“unilaterally ... in March 1999, without submission to the Board of Trustees of the 

Village for approval,” [FAA Exhibit 1, Item 1, Exhibit 4.11, Para 14], Respondent was 

either unaware or did not act, effectively abrogating its rights and powers. However, in 

2004 and 2005, by objecting Respondent took action to regain control when Goodrich 

again attempted and ultimately did raise rental rates without the approval. 

Under Grant Assurance 5, an airport sponsor cannot take any action that may deprive it of 

its rights and powers to direct and control airport development and comply with the 

applicable Federal obligations. [See, Platinum Aviation, et al. v. BNAA, FAA Docket 16-

06-90 (Director’s Determination Issued June 4, 2007) (Final Agency Decision Issued 

November 28, 2007)] The Village appropriately retained this power under the 

Management Agreement, which provided that: 

... all the provisions (of this Agreement) shall be subject and subordinate to all 

the terms and conditions of the instruments and documents now or hereafter in 

effect between the Village and the United States of America. [FAA Exhibit 1, 

Item 1, Exhibit 1, Section 7(a)] 

The Director notes that Paragraph 2 of the Management Agreement specifically addresses 

the Village’s authority, stating: “The Village retains all rights and responsibilities which 

may not be delegated to an airport manager under any rule and regulation of the Federal 

Aviation Administration...” Either the Complainants failed to recognize these distinct 

clauses in the Management Agreement or they chose to ignore them when making the 

30 
above referenced statements. Further to that point, the Agreement states at Paragraph 

4(b): “Goodrich shall have the authority and exclusive right to negotiate leases and 

month to month tenancies with existing and prospective tenants on terms and conditions 

as agreed to and approved by the Village and Goodrich.” (emphasis added). Goodrich’s 

assertion that he was under no duty or obligation to seek approval from the Board to raise 

rents appears to disregard this clause. 

FAA Order 5190.6A, Chapter 4, Section 4.2.c. states: 

Airport owners subject to continuing obligations to the Federal Government may 

enter into arrangements which have the effect of delegating certain of these 

obligations to other parties. For example... at small airports arrangements in 

which the owner relies upon a commercial tenant or franchised operator to cover 

a broad range of airport operating, maintenance and management 

responsibilities (are prevalent). None of these contractual delegations of 

responsibility absolve or relieve the airport owner from the primary obligations 

to the Government. As principal party to the agreement the owner alone is 

accountable for conformity to its terms and conditions. Particular attention 

should be directed to ensure that such delegations to a proprietary enterprise do 

not result in a conflict of interest or a violation of the statute prohibiting certain 

exclusive rights. The airport owner shall not delegate its authority to one FBO to 

negotiate an operating agreement (lease) with another FBO.

With the expiration of the Management Agreement, the Village is not in violation of 

Grant Assurance 5, Preserving Rights and Powers, but the Director cautions the Village 

that it is required to preserve its rights and powers to enforce the grant assurances should 

it wish to engage in future management arrangements. 

VII. FINDINGS AND CONCLUSION 

Upon consideration of the submissions, responses by the parties, the record herein, 

applicable law and policy, and for the reasons stated above, the Director of the FAA 

Office Airport Compliance and Field Operations finds that the Village of Endicott 

currently is not in violation of Grant Assurance 5, Preserving Rights and Powers; Grant 

Assurance 22, Economic Nondiscrimination; or Grant Assurance 23, Exclusive Rights. 

The Director concludes, under the purview of 14 CFR Part 16, that 

(i) The Respondent’s termination of Complainants’ lease agreements and resolution 

banning Douglas Goodrich from receiving a contract from the Village for conducting a 

business at Tri-Cities Airport was not in violation of Grant Assurance 22, Economic 

Nondiscrimination. 

(ii) The Respondent’s decision to prohibit the Complainants, including Douglas 

Goodrich, from serving as an aeronautical service provider of the Village at Tri-Cities 

31 
Airport does not grant an impermissible exclusive right under Grant Assurance 23, 

Exclusive Rights. 

(iii) The Respondent has taken appropriate action against Complainants and appears to be 

reserving sufficient rights and authority to insure that the airport will be operated and 

maintained in accordance with Grant Assurance 5, Preserving Rights and Powers. 

ORDER

Accordingly, it is ordered that: 

1. The Complaint is dismissed; and 

2. All motions not expressly granted in this Determination are denied. 

RIGHT OF APPEAL

This Director’s Determination, FAA Docket No. 16-08-03, is an initial agency 

determination and does not constitute a final agency decision and order subject to judicial 

review as provided in 14 CFR § 16.247(b)(2). A party to this proceeding adversely 

affected by the Director’s Determination may appeal the initial determination to the FAA 

Associate Administrator for Airports pursuant to 14 CFR § 16.33(b) within thirty (30) 

days of service of this Determination on the parties. 

Signed, 

 April 3, 2009 

Randall S. Fiertz 

Director, Office of Airport Compliance 

 And Field Operations 

32