UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Case No. 22-cv-22702-BLOOM/Otazo-Reyes

AIRLIFT ME DW, LLC, 

Plaintiff, 

v. 

IAG ENGINE CENTER, LLC, 

Defendant. 

________________________________/ 

ORDER ON MOTION FOR JUDGMENT ON THE PLEADINGS

THIS CAUSE is before the Court upon Plaintiff’s Motion for Judgment on the Pleadings, 

ECF No. [24], (“Motion”). Defendant filed a Response in Opposition to the Motion, ECF No. [32], 

(“Response”), to which Plaintiff filed a Reply, ECF No. [33], (“Reply”). The Court has reviewed 

the Motion, all opposing and supporting submissions, the record in this case, the applicable law, 

and is otherwise fully advised. For the reasons set forth below, the Motion is converted to a Motion 

for Summary Judgment and the parties are provided with time to supplement the record pursuant 

to Fed. R. Civ. P. 12(d). 

I. BACKGROUND

According to the Amended Complaint, Plaintiff Airlift ME DWC LLC is either a limited 

liability company, all of whose members are citizens of a foreign state, or a Dubai Corporation. 

Defendant is a limited liability company, whose members are citizens of either the State of Florida 

or other states within the United States, with its headquarters in Miami, Florida. ECF No. [13] at 

¶¶ 5-8. The Amended Complaint alleges one count of breach of contract. Id. at ¶¶ 23-29. Plaintiff 

requests that the Court find that Defendant breached the settlement agreement between Plaintiff 

and Defendant (“Settlement Agreement”), enter a Consent Judgment in substantially the form of 

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Exhibit A attached to the Settlement Agreement, see ECF No. [13-1], and award attorneys’ fees 

and litigation costs authorized by the Settlement Agreement. ECF No. [13] at 5.

In Defendant’s Answer to the Amended Complaint, Defendant admits the existence of the 

Settlement Agreement and that the Settlement Agreement is the best and only competent evidence 

of the contents thereof. ECF No. [22]. Defendant states that it is without sufficient information to 

form a belief as to the truthfulness of Plaintiff’s jurisdictional allegations. See id. at ¶¶ 4-5, 7. 

Defendant therefore denies that this Court has jurisdiction over this matter. See id. at ¶ 5.

On November 5, 2022, Plaintiff filed the instant Motion arguing that it is entitled to 

Judgment on the Pleadings as a matter of law because Defendant admitted all allegations essential 

to a breach of contract claim. ECF No. [24] at 3. On December 5, 2022, Defendant filed a Response 

in which it contends that Plaintiff is not entitled to judgment on the pleadings because: (1) 

Defendant did not admit Plaintiff’s allegations related to subject matter jurisdiction, (2) paragraph 

7 of the Amended Complaint is hopelessly inconsistent with paragraph 4 of the Amended 

Complaint, and (3) the Complaint requests entry of a Consent Judgment in substantially the same 

form as attached to the Settlement Agreement but the form of that judgment was to be entered by 

the State of Florida court of general jurisdiction, not a federal court. See generally ECF No. [32]. 

On December 12, 2022, Plaintiff filed a Reply in which it argues that Defendant does not dispute 

that it admitted all of the allegations concerning the breach of the Settlement Agreement, but 

instead raises two technical disputes that the Court should reject as a clear effort to delay the 

resolution of this case. ECF No. [33] at 1-2.

II. LEGAL STANDARD

“After the pleadings are closed – but early enough not to delay trial – a party may move 

for judgment on the pleadings.” Fed. R. Civ. P. 12(c). A party may move for judgment on the 

pleadings if there are no material facts in dispute. See Palmer & Cay, Inc. v. Marsh & McLennan 

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Cos., 404 F.3d 1297, 1303 (11th Cir. 2005); Riccard v. Prudential Ins. Co., 307 F.3d 1277, 1291 

(11th Cir. 2002). In rendering judgment, a court may consider the substance of the pleadings and 

any judicially noticed facts. Termilus v. Marksman Sec. Corp., 2016 U.S. Dist. LEXIS 20356 (S.D. 

Fla. Feb. 19, 2016) (citing Hawthorne v. Mac Adjustment, Inc., 140 F.3d 1367, 1370 (11th Cir. 

1998)). 

“A motion for judgment on the pleadings is governed by the same standard as a Rule 

12(b)(6) motion to dismiss.” Guarino v. Wyeth LLC, 823 F. Supp. 2d 1289, 1291 (M.D. Fla. 2011). 

As such, a complaint must provide “more than labels and conclusions, and a formulaic recitation 

of the elements of a cause of action will not do.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 

(2007); see Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (explaining that Rule 8(a)(2)’s pleading 

standard “demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation”).

Nor can a complaint rest on “‘naked assertion[s]’ devoid of ‘further factual enhancement.’” Iqbal, 

556 U.S. at 678 (quoting Twombly, 550 U.S. at 557 (alteration in original)). “To survive a motion 

to dismiss a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to 

relief that is plausible on its face.’” Id. (quoting Twombly, 550 U.S. at 570).

“Rule 12(d) instructs that when matters outside of the pleadings are presented to the court 

on a motion for judgment on the pleadings, the motion must be treated as one for summary 

judgment.” Maldonado v. Mattress Firm, Inc., 8:13-CV-292-T-33AEP, 2013 WL 2407086, at *2 

(M.D. Fla. June 3, 2013) (citing Fed. R. Civ. P. 12(d)). “However, a motion to dismiss should only 

be treated as one for summary judgment if the record is fully developed and the non-moving party 

was given adequate notice of the court's decision.” Jozwiak v. Stryker Corp., 

6:09CV1985ORL19GJK, 2010 WL 743834, at *4 (M.D. Fla. Feb. 26, 2010). “The district court 

is required to notify the parties that the motion has been converted, and give the parties 10 days in 

which to supplement the record.” Trustmark Ins. Co. v. ESLU, Inc., 299 F.3d 1265, 1267 (11th 

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Cir. 2002).

III. DISCUSSION

In the Motion, Plaintiff argues that it is entitled to judgment on the pleadings because 

Defendant admitted all allegations essential to a breach of contract claim. ECF No. [24] at 3. 

Defendant responds that Plaintiff is not entitled to judgment on the pleadings because: (1) 

Defendant did not admit Plaintiff’s subject matter jurisdictional allegations; (2) paragraph 7 of the 

Amended Complaint is inconsistent with paragraph 4 of the Amended Complaint, both of which 

allege Plaintiff’s business structure and affect jurisdiction; and (3) the Complaint requests entry of 

a consent judgment in substantially the same form attached to the Settlement Agreement but the 

form of that judgment is to be entered by a Florida state court of general jurisdiction, not this 

federal court. See generally ECF No. [32]. Plaintiff replies that Defendant does not dispute that it 

admitted all of the allegations concerning the breach of the Settlement Agreement but instead raises 

two technical disputes that the Court should reject as a clear effort to delay the resolution of this 

case. ECF No. [33] at 1-2.

A. No Material Dispute Breach of Contract

Plaintiff argues that it is entitled to judgment on the pleadings because Defendant admitted 

all allegations essential to a breach of contract claim in its Answer. ECF No. [24] at 3. Defendant 

responds that it denied the material allegations regarding jurisdiction. See ECF No. [32]. Defendant 

does not dispute that there is no material dispute as to any element of Plaintiff’s claim for breach 

of contract. See id. 

“[W]hen the plaintiff moves for judgment on the pleadings—as happened here—'the old 

rule obtains that the fact allegations of the answer are to be taken as true, but those of the complaint 

are taken as true only where and to the extent that they do not conflict with those of the answer.’” 

Capitol Specialty Ins. Corp. v. W. View Apartments, Inc., 21-11675, 2021 WL 6101663, *1 (11th 

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Cir. Dec. 22, 2021) (quoting Bass v. Hoagland, 172 F.2d 205, 207 (5th Cir. 1949) (emphasis 

added)). Under Florida law, an “adequately pled breach of contract action requires three elements: 

(1) a valid contract; (2) a material breach; and (3) damages.” Friedman v. New York Life Ins. Co., 

985 So. 2d 56, 58 (Fla. 4th DCA 2008); Grove Isle Ass'n, Inc. v. Grove Isle Assocs., LLLP, 137 

So. 3d 1081, 1094-95 (Fla. 3d DCA 2014). Here, each of these elements are reflected in the 

Amended Complaint and admitted by Defendant. The Amended Complaint alleges:

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.

ECF No. [13] at ¶¶ 24-28. 

There is no material issue of fact as to any element of Plaintiff’s breach of contract claim. 

In its Answer to the Amended Complaint, Defendant responds to the relevant paragraphs:

24. Defendant admits paragraph no. 24.

25. Defendant admits paragraph no. 25.

26. Defendant admits paragraph no. 26. 

27. Defendant admits so much of paragraph no. 27 as alleges that it has failed 

to pay Airlift pursuant to the subject payment plan.

28. Defendant admits so much of paragraph no. 28 as it alleges that Airlift has 

suffered damages, but states that the amount of those damages is to be established 

pursuant to the controlling documents.

ECF No. [22] at ¶¶ 24-28. Although Defendants admit all of the elements of Plaintiff’s breach of 

contract claim, the Court must consider Defendant’s arguments that it has denied allegations 

related to subject matter jurisdiction and to the form of the Consent Judgment agreed upon by the 

parties.

B. Material Facts in Dispute

i. Subject Matter Jurisdiction

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Defendant asserts that a court may not grant a motion for judgment on the pleadings unless 

all the material facts alleged in the complaint are admitted as true in a defendant’s answer. ECF 

No. [32] at ¶ 1 (citing Fed. R. Civ. P. 12(c)). Because Defendant did not admit the jurisdictional 

allegations in its Answer to Plaintiff’s Amended Complaint, it argues that judgment on the 

pleadings is inappropriate. Id. at ¶ 2. Plaintiff replies that “the jurisdictional issue is manufactured 

for purposes of avoiding the consequences of [Defendant’s] admitted breaches of the Settlement 

Agreement” ECF No. [33] at 3. Plaintiff contends that even if the Court accepts Defendant’s 

argument that it has not admitted subject matter jurisdiction, the Court can independently assure 

itself that the requirements of diversity jurisdiction are satisfied. 

District courts have diversity jurisdiction over cases in which the parties are completely 

diverse and the amount in controversy exceeds $75,000.00. See 28 U.S.C. § 1332. “For a court to 

have diversity jurisdiction pursuant to 28 U.S.C. § 1332(a), ‘all plaintiffs must be diverse from all 

defendants.’” First Home Bank v. Net Zero LLC, No. 3:20-cv-150-J-34MCR, 2020 WL 802518, 

at *2 (M.D. Fla. Feb. 18, 2020) (quoting Univ. of S. Ala., 168 F.3d at 412)). The Eleventh Circuit 

has held on numerous occasions that, “[f]or the purpose of determining diversity jurisdiction, a 

limited liability company is a citizen of any state of which a member of the company is a citizen.” 

Flintlock Constr. Servs. v. Well-Come Holdings, LLC, 710 F.3d 1221, 1224 (11th Cir. 2013).

The Court is satisfied that the amount in controversy requirement is satisfied because

Plaintiff seeks more than $730,128.15 in damages. ECF No. [13] at 5. Because the amount sought 

is more than $75,000.00 the amount in controversy requirement is satisfied.

At this juncture, the Court is unable to determine from the four corners of the pleadings 

whether the parties are completely diverse. Defendant contends that the Amended Complaint’s 

contrary assertions in paragraphs 4 and 7 are not reconcilable. See ECF No. [32] at ¶ 7. Relying 

solely on the pleadings and Defendant’s denial of the fourth paragraph of the Amended Complaint 

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because it is without sufficient information to know that all members of Plaintiff are citizens of a 

foreign state, see ECF No. [22] at ¶ 4, the Court is without sufficient information to assess subject 

matter jurisdiction.

Plaintiff suggests that the Court consider the parties’ Certificates of Interested Persons and 

Corporate Disclosure Statements. ECF No. [33] at 5. Plaintiff also offers to file a declaration with 

additional evidence regarding jurisdiction. Since the Court is constrained by the pleading on this 

Motion, it cannot consider such evidence in ruling on Plaintiff’s Motion.

ii. Form of Judgment

Defendant also argues that the Motion should be denied because it seeks an entry of a 

Consent Judgment in substantially the same form as attached to the Settlement Agreement, but the 

form of that judgment was to be entered by a Florida state court rather than a federal district court. 

ECF No. [32] at ¶ 9. Plaintiff replies that the Court has jurisdiction to enter any form of judgment 

and Plaintiff does not oppose this Court entering judgment against Defendant in any form that 

awards Plaintiff the amount requested, which is not opposed by Defendant. ECF No. [33] at 6.

In its Answer to the Amended Complaint, Defendant “denies that Airlift is entitled to the 

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

Agreement, because the form of that judgment is one to be entered by the State of Florida court of 

general jurisdiction and not by this feral court which has no jurisdiction to enter judgments in state 

litigation.” ECF No. [22] at ¶ 29 (internal quotation marks omitted). Because there is a dispute 

between the parties as to whether the Court has jurisdiction to enter a judgment based on the 

undisputed breach of contract, the Court finds it inappropriate to grant Plaintiff’s Motion. The 

Court points out that other record evidence could confirm whether this Court has jurisdiction to 

enter a final judgment or whether the Florida state court is the only court with proper jurisdiction.

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iii. Rule 12(d)

Plaintiff contends that the Court may convert the Motion to a Rule 56 motion to consider 

evidence outside of the pleadings. ECF No. [33] at 4 n.1; see also Shockley v. Barbee, 747 F. 

App’x 754, 756 (11th Cir. 2018) (“Federal Rule of Civil Procedure 12(c) provides that a party may 

move for a judgment on the pleadings after the pleadings are closed. If, however, matters outside 

the pleadings are presented to and not excluded by the court, the motion must be treated as one for 

summary judgment.” (internal quotation marks omitted) (citing Fed. R. Civ. P. 12(d))). The Court

agrees and provides notice to the parties that it converts Plaintiff’s Motion to a motion for summary 

judgment. The parties shall supplement their briefing and the record to address the issue of whether

this Court has subject matter jurisdiction and whether the Court has jurisdiction to enter a final

judgment where the Consent Judgment attached to the Settlement agreement is captioned “In the 

Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.” See id. at 

10-12. The parties shall supplement the record in light of the Court’s conversion of this Motion to 

a motion for summary judgment by filing a supplemental brief and/or other materials in support 

of or in opposition to the summary judgment motion on or before January 20, 2023.

IV. CONCLUSION

Accordingly, it is ORDERED AND ADJUDGED as follows:

1. Plaintiff’s Motion for Judgment on the Pleadings, ECF No. [24], is CONVERTED to 

a motion for summary judgment.

2. The parties shall supplement the record in light of the Court’s conversion of this Motion 

to a motion for summary judgment by filing a supplemental brief and/or other materials 

in support of or in opposition to the summary judgment motion on or before January 

20, 2023.

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DONE AND ORDERED in Chambers at Miami, Florida, on January 9, 2023.

_________________________________

BETH BLOOM

UNITED STATES DISTRICT JUDGE

Copies to:

Counsel of Record

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