King & Spalding secured a complete victory on behalf of Gol Linhas Aereas Inteligentes (Gol) in a breach-of-contract trial in state court in Miami, Florida. Gol, the largest domestic airline in Brazil, entered into negotiations with Miami-based ZGA Aircraft Leasing, Inc. (ZGA) to sell six Boeing 737 commercial aircrafts it had recently acquired in the acquisition of another airline. The parties agreed on the purchase price of the aircrafts and, over several months, worked on a written purchase agreement. Gol signed and notarized a copy of the purchase agreement and sent the signed and notarized document to ZGA with a cover email stating that it needed ZGA to agree to three additional terms. ZGA never agreed to those terms.
Subsequently, Gol sent ZGA a letter “terminating” the purchase agreement. ZGA sued Gol for breach of contract based on the signed document, arguing that it suffered losses of no less than $12.8 million because Gol terminated the transaction.
After a trial conducted remotely over Zoom, the judge ruled in Gol’s favor in January 2022, adopting Gol’s position on every issue in the case. In doing so, she found that Brazilian law (and not Florida law) applied to ZGA’s claim and that parties had not entered into a legally binding contract because ZGA never agreed to material terms required by Gol. The judge further found even if Florida law – and the UCC -- applied, there was no contract.
The Third District Court of Appeal affirmed the trial court’s decision in a written opinion. King & Spalding represented Gol on ZGA’s appeal.