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In the Matter Of: 

FAA AGL 7 COUNSEL 

U.S. DEPARTMENT OF TRANSPORTATION 

OFFICE OF HEARINGS 

WASHINGTON, D.C. 

DOCKET NO. FAA-2014-0119 

PAGE 02/09 

SPIRIT AVIONICS, LTD., 

) 

) 

) 

) 

CASE NO. 2012-GL-07-0056 

Respondent. 

RESPONSE TO RESPONDENT'S MOTION FOR DECISION AND 

COMPLAINANT'S MOTION FOR DECISION lN FAVOR OF THE COMPLAINANT 

The Agency responds to the Respondent's Motion for Decision as follows; 

I. Background 

ln August, 2010, Spirit Avionics, Ltd. (the Respondent), holder of Repair Station Certificate 

UOKR250X, entered into a contract with the Federal Aviation Administration (the FAA) to 

perform maintenance on a number of type certificated aircrafts owned and operated by the FAA. 

The Respondent subcontracted major portions of the work to Lane Aviation, holder of Repair 

Station Certificate DYCR407D. 

At some time prior to February 24,2011, the Respondent fabricated or had fabricated at least 

twenty-two (22) brackets and twenty-two (22) lanyards. The brackets and lanyards were 

replacement or modification parts for the use on the FAA aircraft. On February 24, 2011, the 

Respondent sold the brackets and lanyards it fabricated to Lane Aviation as replacement or 

modification articles, representing these parts as suitable for installation on the FAA aircraft. 

This is evident by the invoice the Respondent prepared, directed to Lane Aviation's Accounts 

Payable, which states "Lane Aviation portion of purchase and assembly of headliner install kits. 

Kits supplied to be used for the 3'd FAA aircraft through the 18th aircraft" See Resp. Exhibit D. 

The invoice further represents that the amount, $7,439.16, was paid by Lane Aviation on 

February 25, 2011. 

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During an investigation of Lane Aviation, an FAA Special Agent discovered the 

undocumented parts that the Respondent fabricated on the work table near the vicinity of an 

aircraft belonging to the FAA and found that similar parts had been installed on other FAA 

aircraft without airworthiness release docum,entation. The FAA conducted an investigation and 

issued a Notice of Proposed Civil Penalty on February 21, 2013, asserting that the Respondent's 

sale offabricated parts to Lane Aviation was in violation of 14 C.F.R. § 21.9(b). (Part 21) The 

Respondent requested a hearing and filed a Motion for Decision on June 5, 2015. The 

Complainant cross files this Motion for Decision in favor oftbe Complainant and prays that the 

Court determine that the Respondent was in violation of 14 C.F.R. § 21.9(b) when it sold 

fabricated parts to Lane Aviation. 

II. Argument 

The FAA has the burden to show that the Respondent produced a replaceJ;nent or modification 

article for sale an.d represented that the part was suitable for installation on a type certificated 

aircraft. Th.e Respondent does not argue that it fabricated parts for a type certificated aircraft or 

that it held out the parts to be suitable for such aircraft. The invoice attached as Exhibit D to the 

Respondent's motion, which the Respondent created, explicitly states that the parts were for 

installation on the FAA aircrafts. The Respondent does dispute whether it sold the parts, but tbis 

argument is without merit. 

A. The Transaction Between rhe Re$pondent and Lane Aviation Was a Sale Under Part 21 

In Accordance With the Applicable Common Definition. 

The Respondent's transaction with Lane Aviation was a sale under Part 21. The Agency 

agrees that Part 21 does not specifically define the term "sale." However, ''[w]hen a word is 

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undefined in a statute, the agency and the reviewing court nonnally give the undefined term its 

ordinary meaning." AK Steel Corp. v. United States, 226 F.3d 1361, 1371 (Fed. Cir. 2000) (citing 

Perrin v. United States, 444 U.S. 37, 42, 100 S.Ct. 311, 62 L.Ed.2d 199 (1979) ("A fundamental 

canon of statutory construction is that, unle~s otherwise defined, words will be interpreted as 

taking their ordinary, contemporary, common meaning.")). 

Th.e plain and ordinary definition of sale is not limited just to a change in title of the property 

as the Respondent purports. (Resp. Motion p.6) The Respondent reaches far back to the 1979 

Black's Law Dictionary to show a definiti.on of the term "sale" that it prefers. However, the 

most current and contemporary Black's Law Dictionary defines "sale" as "[t]he transfer of 

property or title for a price." Black's Law Dictionary (lOth ed, 2014). Similarly, MerriamWebster's Ollline Dictionary, also cited to by Respondent, also defines sale as "the act of selling 

something; the exchange of goods, services, or property for money." See Exh. A. The Oxford 

Online Dictionary also defi.nes sale as "the exchange of goods, services, or property for money." 

These definitions reflect that the plain meaning of the word ''sale" does not require a transfer in 

title. Certainly, transactions where title is transferred would be encompassed, but the term is not 

so limited, This is further evident by the common nsage of the word sale. For example, one can 

sell stolen goods (clearly the seller does not have title), a real estate broker can sell a house or 

have an exclusive right to sell without having title, and consignment shops sell goods without 

title. 

Under the plain and ordin.ary meaning of the word "sale", the transaction between the 

Respondent and Lane Aviation was a "sale." The Respondent does not dispute that it gave 

possession of the brackets and lanyards to Lane Aviation. In fact, the Respondent acknowledges 

that it could not have installed the brackets and lanyards and that it made the parts for Lan.e 

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Aviation to install. (Resp. Motion p. 2) The invoice, attached as Exhibit D to the Respondent's 

motion, also clearly reflects that the Respondent requested and received compensation for the 

exchange of the parts. The invoice was prepared by the Re~pondent and was for the sum of 

$7,439.16, which the invoice reflects it received from Lane Aviation for the "purchase and 

assembly of headliner install kits." Therefore, goods were exchanged for money, satisfying the 

applicable common definiti.on of"sale". 

B. The Plain Language of the Respondent's Invoice Shows That Its Transaction Wilh Lane 

Aviation Was a Sale Under Any Definition of the Term "Sale". 

The Respondent's transaction with its subcontractor was a sale under any definition of the 

term as is evident by the plain language of the invoice it sent to its subcontractor. The 

Respondent argues that "sale" should be defined in accordance with the U.C.C. definition, which 

requires a passing of title. It is the Respondent's position that it did not have the intent to 

transfer title to the brackets and. lanyards because the work was being performed on. J.ts behalf 

and it was to receive the parts back after installation. It further argues that the FAA retained title 

under the terms of the contract. Although the definition of"sale" as set forth in the U.C.C. 

should not govern the definition of J?art Zl because it is not the plain and ordinary meaning of the 

term, even if the U.C.C. did govern the definition of sale in Part 21, the Respondent's argument 

that it looked the intent to transfer title to the parts is without merit. 

The intent of parties to an unambiguous contract is determ.ined by the plain and. ordinary 

terrns of the contract. See Appeal of Hoffman Construction Co., 1.991. WL 248042, *9 (D.O.T. 

March 20, 1991 ). A contract is ambiguous only if reasonably intelligent people cou.ld find the 

provisions susceptible to more than one meaning. Id \Vhen the meaning is clear, parol evidence 

cannot be introduced to contradict the plain meaning of a contract. Barron Bancshares, Inc. v. 

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United States, 366 F.3d 1360, 1375 (2004) ("If the terms of a contract arc clear and 

unambiguous, they must be given their plain meaning-extrinsic evidence is inadmissible to 

interpret them."). 

The invoice between the Respondent and Lane Aviation clearly and unambiguously 

shows their intent. The invoice states that it is for the "purchase and assembly of headliner 

install kits." Purchase is defined as "[t]he act or an instance of buying." Black's Law 

Dictionary (lOth ed. 2014). There is nothing ambiguous about the parties' agreement. It clearly 

states that it was for the purchase of specific items and shows that consideration was given in 

exchange for those items. The Respondent is stuck with the plain language of its agreement and 

cannot introduce parole evidence to show that the parties' intent was for anything other than the 

"purchase" (and consequently sale) of the parts, Because the invoice clearly and unambiguously 

shows that it was for the "purchase" of the brackets and lanyards, it is clear that the Respondent 

sold the brackets and lanyards for purposes of applying 14 C.F.R. § 21.9. The Respondent's 

motion for decision in their favor must be denied. The Complainant moves the court to 

determine that there was a sale and thus a viol~.tion of 14 C.F.R. § 21.9. 

C. The Transaction Was a Sale Under the U. C. C. 's Definition. 

Moreover, the transaction between the Respondent and Lane Aviation satisfies the definition 

of "sale" under the U.C.C. The Respondent defined legal title as the "ownership of property that 

is cognizable or enforceable in a court of law ... " Ownership is the "act, state, or right of 

possessing something." Black's Law Dictionary (IO'h ed. 2014). It is undisputed that Lane 

Aviation possessed the brackets and lanyards and that it had the right to do so. The parts were in 

their shop and Lane Aviation was responsible for installing them. The Respondent even 

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acknowledges that it could not install the parts. Therefore, Lane Aviation was in the state or act 

of possessing the brackets and lanyards. 

More importantly, Lane Aviation's interest in tlle brackets and lanyards was enforceable for 

the reasons stated above. ln the event of a dispute, any reviewing court would look only at the 

invoice, which clearly and unambiguously states that Lane Aviation "purchased" tlle parts for 

consideration. Therefore, pursuant to the agreement, Lane Aviation had a legally protected 

property interest because they paid $7,439.16 for the parts. In any case, Lane Aviation's 

ownership only needs to be "cognizable", which means "capable of being known or recognized" 

or "capable of being judicially tried or examined". Cognizable clearly is a lesser standard than 

enforceable. Lane Aviation possessed tlle brackets and lanyards, had the right to use tllose parts 

to complete its work, paid a significant sum of money for the parts, and it had an agreement 

setting forth those rights. Clearly, it would have a recognizable interest in these parts. For these 

reasons, the Respondent's transaction with Lane Aviation was a sale under the U.C.C. 

D. The Activity Complained Ojls Within the Scope of 14 CFR.. § 21.9. 

The Respondent also argues that the activity complained of is outside the scope of .14 C.F.R. 

§ 21 because of language in tlle "background" section of the amendments to that part. As tlle 

court is aware, any discussion following the regulation itself may be used to interpret the intent 

of a regulation, but is not law and in no way limits the plain language of the regulation. Rather, 

this section only should be turned to for interpretation where the plain language of the regulation 

is ambiguous. A regu.lation is not ambiguous simply because aU the terms are not defined, 

Here, § 21.9 was not ambiguous, nor does the Respondent so argue. Rather, the regulation 

should be given its plain meaning, rendering the following discussion inapplicable to determine 

its intent. The background discussion of the regu.lation does not trump the plain language of the 

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Regulation and cannot be expected to address every situation that may arise. TI1e plain language 

of§ 21.9 c) early encompasses situations such as the matter discussed herein. 

Assuming that the U.C.C.'s definition of"sale" defmes "sale" in§ 21.9 and that the parole 

evidence rule does not preclude additional evidence, the Respondent's argument centers around 

whether it intended to pass title to Lane Aviation. However, this would be clearly contradictory 

to the plain language of their invoice. There is no evidence regarding any subcontract between 

the companies and the Respondent. The only clear evidence is the paid invoice for the exchange 

of parts made by the Respondent and sold to Lane, thus constituting a sale and a violation of the 

Federal Aviation Regulations. 

E. Conclusion 

The only issue in this matter that is in dispute between the parti.es is whether the transaction 

between the Respondent and Lane Aviation constituted a sale of parts that were fabricated by the 

Respondent. The transaction was a sale under all definitions of the term. 

Based on the foregoing reasons, the Agency requests that the Respondent's Motion for 

Decision in their favor be denied and moves that a decision be rendered in favor of the 

Complainant. 

Respectfully submitted, 

By: 

7 

Jeffrey A. Klang 

Regional Counsel 

K,~ Federal Aviation Administration 

Office of Regional Counsel, AGL-7B 

2300 East Devon Avenue 

Des Plaines, Illinois 60018 

Facsimile: 847.294.7862 
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CERTIFICATE OF SERVICE 

I hereby certifY that I have, this date, served the foregoing Complainant's Response to the 

Respondent's Motion for Decision, to the following addresses as follows: 

One Copy (via facsimile): 

Hearing Docket 

Federal Aviation Administration 

800 Independence Ave, S.W. 

Washington, D.C. 20591 

Attn: Hearing Docket Clerk 

AGC-430-, Wilber Wright Building 

Suite 2Wl000 

Fax: 202-267-1293 

One Copy (via facsimile): 

The Honorable J.E. Sullivan 

U.S. Administrative Law Judge 

Office of Hearings, M-20 

U.S. Department of Transportation 

1200New Jersey Ave., S.E. (Ell-310) 

Washington, D.C. 20590 

Fax: 202-366-7536 

One Copy (and Regular Mail, facsimile): 

Jerry A. Eichenberger 

EICHENBERGER & ASSOCIATES 

6037 Frantz Road, Suite 107 

Dublin, Ohio 43017 

614-798-1600/614-798-1620 (fax) 

Attorney for Respondent 

Dated: June 29, 2015 

Legal Technician 

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To: 

Company: 

Phone: 

Fax: 

From: 

Title: 

8472948293 

Judge J.E. Sullivan 

(202) 366-7536 

Kate Barber 

FAA Attorney 

Date: June 30, 2015 

Pages wlcover: 

Message: 

FAA AGL 7 COUNSEL PAGE 01/09 

Federal Aviation 

Administration 

Office ol the Regional Counsel 

Great Lakes Region 

2300 East Devon 

Des Plaines, IL 60018 

Telephone. 847-294-7862 

Fax No. 847-294-8293 

E-mail: kate.barber@laa.gov 

Facsimile