BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

__________________________________________ 

 ) 

Application of ) 

 ) 

SUN AIR EXPRESS, LLC d/b/a SUN AIR ) 

INTERNATIONAL ) Docket OST-2011- 0169 

 )

For authority to conduct scheduled passenger ) 

operations as a commuter air carrier under ) 

49 U.S.C. § 41738 ) 

__________________________________________) 

ANSWER OF VPAA CO. TO THE SUPPLEMENT TO 

THE APPLICATION OF SUN AIR EXPRESS, LLC 

Communications with respect to this document should be served upon: 

For VPAA Co.

David M. Hernandez 

Shareholder 

VEDDER PRICE P.C. 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

(202) 312-3322 (fax) 

dhernandez@vedderprice.com 

November 22, 2011 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

__________________________________________ 

 ) 

Application of ) 

 ) 

SUN AIR EXPRESS, LLC d/b/a SUN AIR ) 

INTERNATIONAL ) Docket OST-2011- 0169

 ) 

For authority to conduct scheduled passenger ) 

operations as a commuter air carrier under ) 

49 U.S.C. § 41738 ) 

__________________________________________) 

ANSWER OF VPAA CO. TO THE SUPPLEMENT TO 

THE APPLICATION OF SUN AIR EXPRESS, LLC 

VPAA Co. d/b/a Gulfstream International Airlines (“Gulfsteam”) hereby submits this 

Answer in response to the Supplement to the Application of Sun Air Express, LLC d/b/a Sun 

Air International (“Sun Air”) for authority to conduct scheduled operations as a commuter air 

carrier under 49 U.S.C. § 41738 (“Supplement”). 

Answer

The Department should deny Sun Air’s Application until Sun Air provides (1) a 

realistic response to the Department’s October 21, 2011 request regarding an estimate of the 

air carrier’s legal fees and (2) an explanation regarding how it intends to operate between 

Miami and Bimini, Bahamas when Gulfstream intends to commence operations in the 

identical market in early 2012. 

Sun Air Expressly Agreed Not Compete Against Gulfstream

When Cooper Trading Corporation (“Cooper Trading”) acquired Sun Air from 

Gulfstream, Cooper Trading agreed not to compete against Gulfstream as a condition of the 

transaction. Sun Air’s operation between Miami and Bimini, Bahamas would be a direct 
Answer of VPAA Co. 

Page 2 

violation of the Membership Interest Purchase Agreement,1 executed by the parties, dated 

July 26, 2011 (the “Agreement”). 

The Agreement provides that when Cooper Trading acquired Sun Air, Cooper 

Trading expressly agreed that Sun Air would not compete against Gulfstream for a period of 

five (5) years using scheduled passenger air transportation services. Gulfstream’s entry into 

the Miami – Bimini market would preclude Sun Air from operating in that market. 

Sun Air Grossly Underestimated Its Pre-Operating Legal Fee Expenses

Sun Air’s estimate of $15,000 of pre-operating legal expenses grossly underestimates 

the massive legal battle that will ensue if it attempts to violate the Agreement. As 

Gulfstream stressed to Cooper Trading on many occasions, Gulfstream is fully prepared to 

initiate litigation to enforce its rights under the Agreement. Sun Air completely fails to 

address the potential for litigation in its estimate; rather, Sun Air merely explains that the 

legal fees are “Additional fees/expenses due to objection to petition by VPAA.”2

 Gulfstream 

has budgeted $500,000 in legal fees to protect its rights under the Agreement, and Gulfstream is 

extremely confident regarding its position. Gulfstream believes that Sun Air will likely be forced 

to incur legal fees of at least $250,000 simply to defend its position, which frankly is indefensible 

based on the plain reading of the Non-Compete language of the Agreement. Accordingly, Sun 

Air should re-submit an accurate and reasonable estimate of its legal fees in light of the potential 

litigation. 

 

1

 Membership Interest Purchase Agreement between Cooper Trading Corporation, Thomas 

L. Cooper (“Mr. Cooper”), and VPAA Co. dated May 6, 2011, Section 2.1. 

2

 Supplement, Second Revised Exhibit SUN-802. 
Answer of VPAA Co. 

Page 3 

Simply put, Sun Air may not perform the service it now seeks, and to the extent it 

attempts to commence such service, it does not pass the Department’s financial fitness 

because it grossly underestimated its legal fees. Accordingly, the Department should 

carefully scrutinize Sun Air’s ability to perform the requested service given Cooper 

Trading’s undisputed Agreement not to provide scheduled passenger air transportation 

services without Gulfstream’s written consent in any point to point routes that Gulfstream 

may from time to time operate. We urge the Department to withhold such authority until Sun 

Air demonstrates it has met all applicable requirements, including that it is indeed able to 

perform such services. 

WHEREFORE, for the foregoing reasons, Gulfstream respectfully submits that Sun 

Air does not meet the Department’s fitness requirements with respect to the proposed 

operations and requests the Department deny Sun Air’s Application or, in the alternative, 

issue an Order that restricts Sun Air’s commuter authority consistent with its undisputed 

Agreement with Gulfstream not to compete with Gulfstream on “any point to point routes 

that Gulfstream may from time to time operate.” 

Respectfully submitted, 

VEDDER PRICE P.C. 

David M. Hernandez 

Counsel for VPAA Co. 

1401 I Street NW, Suite 1100 

Washington, DC 20005 

(202) 312-3340 

(202) 312-3322 (fax) 

dhernandez@vedderprice.com 
CERTIFICATE OF SERVICE 

I, Megan Schreck, hereby certify that I have, this, the 22nd day of November, 

2011, caused a true copy of the foregoing Answer of VPAA Co. to the Supplement to the 

Application of Sun Air Express, LLC to be served on the following Parties via electronic 

mail: 

Name Organization Address 

Lonnie A. Pera Counsel for Sun Air Express LLC lapera@zsrlaw.com 

Laura Remo Air Carrier Fitness Division, X-56 laura.remo@dot.gov 

Edward M. DaSilva South Florida FSDO – 19 edward.m.dasilva@faa.gov

Sergio Lopez South Florida FSDO – 19 sergio.lopez@faa.gov 

/S/ Megan Schreck 

 

Megan Schreck 

Legal Secretary