UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

AIRLIFT ME DW LLC,

Plaintiff,

v.

IAG ENGINE CENTER, LLC,

Defendant. 

Case No.: 1:22-cv-22702

COMPLAINT

Plaintiff, AirLift ME DW LLC (“AirLift”), brings this Complaint against Defendant, IAG 

Engine Center, LLC (“IAG”), and alleges as follows: 

Nature of the Action

1. AirLift asserts this action against IAG for breach of contract. Specifically, IAG 

breached a valid and enforceable settlement agreement between the parties by failing to make any 

payments due under that contract.

2. IAG owes Airlift $730,128.15 under the clear terms of the settlement agreement. 

IAG has no excuse for its nonperformance.

Jurisdiction and Venue

3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a) because 

the action is between a citizen of a State and a citizen of a foreign state, and the amount in 

controversy exceeds $75,000, exclusive of interest and costs.

4. For purposes of assessing diversity jurisdiction under 28 U.S.C. § 1332(a), the 

citizenship of a limited liability company is determined by the citizenship of each of the members 

of that limited liability company. All of the members of AirLift are citizens of a foreign state (i.e., 

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outside of the United States). Upon information of belief, all of the members of IAG are citizens 

of either the State of Florida or other states within the United States.

5. Additionally, this Court has jurisdiction over this matter, and venue is proper in this 

forum, as the parties have irrevocably “submit[ted] to the exclusive jurisdiction of the United 

States District Court for the Southern District of Florida, in Miami, Florida, United States of 

America” and have waived any right to object to the venue, including any objection that the suit 

has been brought in an inconvenient forum or that the court does not have jurisdiction over the 

parties. See Exhibit 1 § 15(b)(i)–(ii).

6. Venue is also proper in this Court pursuant to 28 U.S.C. § 1391 because the events 

giving rise to this action occurred in this judicial district and IAG resides in this judicial district.

The Parties 

7. AirLift is a Dubai Corporation that owns aircrafts and operates an air charter 

service. 

8. IAG is a Florida limited liability company with its headquarters in Miami, Florida. 

IAG specializes in servicing and selling aircraft engines.

General Allegations

9. On March 10, 2021, AirLift and IAG entered into a Letter of Intent (“LOI”) for the 

sale of an aircraft engine to AirLift. 

10. Pursuant to that LOI, AirLift remitted to IAG a $650,000 deposit (“Deposit”), 

which was equal to fifty percent (50%) of the purchase price. 

11. Under the terms of the LOI, the Deposit was fully refundable until AirLift had 

completed or waived its inspection of the aircraft engine and signed a technical acceptance. 

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12. On July 13, 2021, AirLift terminated the LOI and demanded a refund of the 

Deposit, as permitted under the LOI. 

13. In violation of the terms of the LOI, IAG never returned the Deposit to AirLift.

14. In March of 2022, the parties entered into a settlement agreement (the “Settlement 

Agreement”), a copy of which is attached as Exhibit 1,1 under which IAG expressly agreed to 

return the Deposit to AirLift (along with a 1% monthly interest rate) pursuant to the payment plan 

set out in the Settlement Agreement. Ex. 1 §§ 2–3.

15. Pursuant to the Settlement Agreement, IAG was obligated to pay AirLift an initial 

payment of $390,000 on or before April 4, 2022. Id. § 3(a). After the initial payment, IAG was to 

pay AirLift monthly payments of $80,000 until the total amount of $730,128.15 was paid. 

16. IAG failed to comply with its payment obligations under the Settlement Agreement

by not making a single payment as required under the Settlement Agreement.

17. On August 10, 2022, AirLift provided IAG with a written notice of default and 

breach of the Settlement Agreement. A copy of this notice of default is attached as Exhibit 2. 

Under the Settlement Agreement, IAG had ten (10) calendar days from the notice of default to 

cure the default. See id.; see also Ex. 1 § 20(b).

18. IAG did not cure its default within this 10-day period of time.

19. To date, IAG has failed to make any payments due under the Settlement Agreement. 

20. The Settlement Agreement expressly states that, in the event IAG fails to make any 

payment required, then AirLift may file “a Consent Judgment in substantially the form attached as 

Exhibit A in a court of competent jurisdiction” and that “IAG and its affiliates shall be immediately 

1 The Settlement Agreement expressly allows the parties to disclose the terms of the settlement “to 

enforce the terms of this Settlement Agreement in a court of competent jurisdiction. See Ex. 1 § 6.

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jointly and severally liable” to Airlift for $730,128.15, less any payments that had been made by

IAG. Id. IAG is also liable for “reasonable fees, costs, and expenses incurred by AirLift in 

connection with securing and collecting such a judgment.” Id.

21. Finally, if a Consent Judgment is filed, IAG agrees “to waive all legal and equitable 

defenses (and any right to appeal the entry of the Consent Judgment) other than the right to contest 

in good faith that IAG has paid the amounts owed.” Id. § 20(c). 

22. All conditions precedent to instituting and maintaining this suit have occurred or 

have been excused or waived. 

COUNT I

(Breach of Contract)

23. AirLift incorporates by reference paragraphs 1 through 22 as though fully set forth 

herein.

24. In March of 2022, the parties entered into a Settlement Agreement, which obligated 

IAG to pay $730,128.15 to AirLift. See Ex. 1 § 3.

25. The Settlement Agreement is a valid and binding contract between AirLift and IAG.

26. AirLift has performed all of its obligations under the Settlement Agreement.

27. IAG has materially breached the Settlement Agreement by failing to pay AirLift 

pursuant to the payment plan agreed upon by the parties. See id.

28. As a direct and proximate cause of IAG’s breaches, AirLift has been harmed and 

suffered damages totaling $730,128.15. 

29. Due to IAG’s material breach of the Settlement Agreement, AirLift is entitled to 

the entry of a Consent Judgment in substantially the same form as attached to the Settlement 

Agreement. See id. § 20(b); id. at Ex. A.

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WHEREFORE, AirLift demands judgment against IAG and respectfully requests this 

Court to award the following relief:

a. A finding that IAG has breached its Settlement Agreement with AirLift;

b. An award of damages totaling $730,128.15, plus prejudgment and post-judgment 

interest;

c. An entry of a Consent Judgment in substantially the form attached as Exhibit A to 

the Settlement Agreement; 

d. An award of attorney’s fees and litigation costs, as authorized by sections 16 and 

20(b) of the Settlement Agreement; and

e. All other relief that this Court deems just and proper under the circumstances.

Dated: August 25, 2022 Respectfully submitted,

STUMPHAUZER FOSLID 

SLOMAN ROSS & KOLAYA, PLLC

Two South Biscayne Boulevard

Suite 1600

Miami, FL 33131

Tel.: (305) 614-1400

Fax: (305) 614-1425

By: /s/ Timothy A. Kolaya 

TIMOTHY A. KOLAYA

Florida Bar No. 056140

tkolaya@sfslaw.com

JENNIFER M. HERNANDEZ

Florida Bar No. 1018836

jhernandez@sfslaw.com

Attorneys for Airlift ME DW LLC

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