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 APPLICATION OF 

SUN AIR EXPRESS LLC FOR COMMUTER AIR CARRIER AUTHORITY

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 

 

September 30, 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 APPLICATION OF 

SUN AIR EXPRESS LLC FOR COMMUTER AIR CARRIER AUTHORITY

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

Answer in response 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 (“Application”). 

Answer

Gulfstream is an air carrier that conducts scheduled passenger operations as a 

commuter air carrier with operations specifications issued under 14 C.F.R. Part 121 under the 

trade names “Gulfstream International Airlines,” “Island Air,” “Continental Connection,” 

and “United Express.” The Department recently found Gulfstream fit, willing, and able to 

conduct scheduled passenger operations on April 29, 2011.1

 

1 Joint Application of Gulfstream International Group, Inc. and VPAA CO. for the transfer of 

commuter air carrier authority under 49 U.S.C. § 41105, Order 2011-4-28, April 29, 2011. 
Answer of VPAA Co. 

Page 2 

 

As detailed in Sun Air’s Application,2

 Gulfstream sold all of its ownership interest in 

Sun Air (formerly Gulfstream Connection, Inc., Gold Coast Airline LLC, and Gulfstream Air 

Express, LLC) on or about July 26, 2011 to the Cooper Trading Corporation (“Cooper”) 

pursuant to a Membership Interest Purchase Agreement (the “Agreement”). Cooper is 

owned by Thomas Cooper, former Chairman and Chief Executive Officer of Gulfstream 

International Group, Gulfstream’s former parent company. As provided in its Application, 

“Sun Air proposes to conduct scheduled passenger air transportation services, as a commuter 

air carrier between points in Florida and points in the Bahamas. Initially, it will operate one 

roundtrip flight each day between West Palm Beach, Florida and Freeport, Grand 

Bahamas.”3

 On September 23, 2011, Sun Air amended its Application, and it now intends to 

commence service between Miami and Bimini.4 

However, when Cooper acquired Sun Air, Mr. Cooper expressly agreed that Sun Air 

would not compete against Gulfstream for a period of five (5) years using scheduled 

passenger air transportation services within the Restricted Territory without Gulfstream’s 

written consent. Specifically, the Agreement, Section 2.1 provides: 

Agreement Not to Compete. During the Restricted Period (as defined below), 

Cooper and Purchaser shall not, and each of them shall cause the Company to 

not, directly or indirectly, engage in the Restricted Business (as defined 

below) in any manner or capacity (e.g., as an advisor, principal, agent, partner, 

officer, director, stockholder, employee, lender, owner or otherwise) in the 

Restricted Territory (as defined below) except (i) upon the prior written 

consent of Seller (which consent specifically refers to this Section of this 

 

2

 Application, Exhibit SUN-200. 

3

 Application, Exhibit SUN-200 at 3. 

4 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, Docket 

OST-2011- 0169, Amendment to the Application of Sun Air Express LLC d/b/a Sun Air 

International, Docket , September 23, 2011. (“Amendment”) 
Answer of VPAA Co. 

Page 3 

 

Agreement) or (ii) for the benefit of Seller at its direction. The term 

“Restricted Period” shall mean five (5) years from the date hereof. The term 

“Restricted Business” shall mean any of (i) seeking to provide or providing air 

transportation services under a certificate issued pursuant to 14 CFR Part 121; 

(ii) flying or serving any point to point passenger air transportation routes 

that may be flown from time to time by Seller, except “ad hoc” charter flights 

requested by other customers or a scheduled carrier’s request for “sub 

service”; (iii) providing scheduled passenger air transportation services, 

without Seller’s written consent, in any point to point routes that Seller may

from time to time operate in; or (iv) adding any aircraft to the Air Carrier 

Certificate where such aircraft are for ten (10) or more passengers. The term 

“Restricted Territory” means the United States, Cuba and Bahamas. 

Notwithstanding the foregoing, in the event that following two (2) years from 

the date hereof the Company is sold to a third party which is not affiliated in 

any manner with Cooper and/or Purchaser, the restrictive covenants contained 

in this Section 2.1 shall no longer be applicable to the Company (but shall 

remain applicable to Cooper and Purchaser for the balance of the Restricted 

Period).5

Significantly, as Mr. Cooper knows very well, Gulfstream is the largest air carrier 

based in Florida providing scheduled service primarily between Florida and the Bahamas. 

Gulfstream operates 51 scheduled flights per day, serving seven destinations in Florida and 

eight destinations in the Bahamas. Its fleet consists of 23 B1900D, 19-seat, turbo-prop 

aircraft. Although Gulfstream does not currently operate between Miami International 

Airport (MIA) and the Bahamas due to the recent economic conditions, it operated from 

Miami in the past and would likely do so in the future. Gulfstream does currently operate 

between either West Palm Beach (PBI) or Fort Lauderdale (FLL) and eight Bahamas 

destinations: Andros Town, Freeport, Georgetown, Governor’s Harbour, Marsh Harbour, 

North Eleuthera, South Bimini, and Treasure Cay. 

 

5

 Membership Interest Purchase Agreement between Cooper Trading Corporation, Thomas 

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

Added.) 
Answer of VPAA Co. 

Page 4 

 

 More importantly, as Gulfstream made abundantly clear to Mr. Cooper in connection 

with the sale of Sun Air, Gulfstream may operate from any South Florida airport (West Palm 

Beach (PBI), Fort Lauderdale (FLL) or Miami (MIA)) and the Bahamas, and therefore 

Gulfstream would only sell Sun Air to Cooper if Cooper expressly agreed not to compete 

with Gulfstream for a period of five (5) years by not, among other things: (i) flying or 

serving any point to point passenger air transportation routes that may be flown from time to 

time by Seller, except “ad hoc” charter flights requested by other customers or a scheduled 

carrier’s request for “sub service” and (ii) providing scheduled passenger air transportation 

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

may from time to time operate in. Indeed, Sun Air’s purchase price reflected the fact that the 

airline was being sold conditionally upon the five (5) year restriction not to compete with 

Gulfstream. At no time during the negotiations to acquire Sun Air did Mr. Cooper ever 

mention his intent to operate scheduled services between Florida and the Bahamas. On the 

contrary, when Gulfstream management specifically asked Mr. Cooper about his intentions, 

he repeatedly stated that Sun Air would continue to operate ad hoc on-demand charter 

flights. 

Relief Requested

While Gulfstream understands that the Department does not typically involve itself in 

commercial disputes, in light of the importance fitness plays on the ability of a carrier to conduct 

its operations, Gulfstream requests that the Department carefully scrutinize Sun Air’s ability to 

perform the requested service given Cooper’s undisputed Agreement not to provide scheduled 

passenger air transportation services, without Gulfstream’s written consent, in any point to 
Answer of VPAA Co. 

Page 5 

 

point routes that Gulfstream may from time to time operate in. 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. 

In addition, Gulfstream respectfully submits that this matter is unique and unlike 

many of the prior commercial disputes that the Department has concluded should be resolved 

in other fora.6

 By contrast, the issue presented here is not a question of a debt owed by Sun 

Air, a labor dispute or some other challenge to Sun Air’s financial fitness. Instead the issue 

presented here goes to whether Sun Air is fit, willing and able to perform the air 

transportation requested in its Application and Amendment. Under the circumstances, Sun 

Air is not able to perform the scheduled services. If the Department issues a Show Cause 

Order approving Sun Air’s request, Gulfstream may have no alternative but to seek an 

immediate injunction, which conceivably could result in disruption to Sun Air’s customers if 

Sun Air commences services without resolving this matter with Gulfstream. While 

Gulfstream would rather not use this forum to resolve this matter, Sun Air’s operational 

restrictions are material and relevant to the Department’s decision-making process regarding 

whether Sun Air is able to perform the requested scheduled service. Finally, it is in the 

public interest for the Department to delay action on this matter until the parties are able to 

resolve the matter.7

 The parties are currently discussing a potential resolution. 

 

6 Application of Arik Air Limited for an exemption under 49 U.S.C. §40109 and a foreign air 

carrier permit under 49 U.S.C. §41301, Order Granting Exemption and Order to Show 

Cause, Docket DOT-OST-2010-0279, March 24, 2011. 

7 See, e.g., Joint Application of American Airlines, Inc. and Iberia, Lineas Aereas de Espana, 

S.A, for an exemption pursuant to section 416 of the Federal Aviation Act from Section 255.4 

of the CRS Rules, Docket 47067, Order 90-8-32, August 14, 1990. (“It will enable American 

and Iberia to settle their CRS dispute without any further escalation on an intergovernmental 

(cont’d) 
Answer of VPAA Co. 

Page 6 

 

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

Air does not meet the Department’s citizenship and 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 

 

(cont’d) 

level and thus will be consistent with the United States’ preference that such disputes be 

settled through commercial negotiations when practicable.”) 
CERTIFICATE OF SERVICE 

I, Cristina Richards, hereby certify that I have, this, the 30th day of September, 

2011, caused a true copy of the foregoing Answer of VPAA Co. to be served on the 

following Parties via electronic mail: 

Name Organization Address 

Thomas L. Cooper Sun Air Express LLC tlcooper@gosunair.net

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 

Robbie Robinson South Florida FSDO – 19 robbie.robinson@faa.gov 

 /S/ Cristina Richards 

 

 Cristina Richards