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implied and express duties of good faith and fair dealing; and (5) as a result of Delta’s bad faith conduct, Plaintiffs are entitled to recover their attorneys fees andlitigation expenses. Regarding Delta’s counterclaim, the Court DENIES Delta’sclaims for Breach of Contract and breach of the express and implied duty of goodfaith. In support of its ruling, the Court makes the following findings of fact andconclusions of law as provided in Federal Rule of Civil Procedure 52(a):
FINDINGS OF FACT
The Delta Connection Agreement.
Mesa, Freedom and Delta entered into the “Delta ConnectionAgreement” on May 3, 2005, under which Freedom operates up to 36 ERJ-145regional jet aircraft (the “Aircraft”) for Delta under the Delta name and airlinecode, “DL.” (Third Am. Compl. ¶ 1; Pls.’ Ex. 21.)
Freedom’s schedules and fares are set and published by Delta.Freedom supplies the Aircraft, flight crews and other personnel and operates the
Mesa and Delta entered into "Amendment Number One" on March 13,2007. (Third Am. Compl. ¶ 20; Answer ¶ 20.) (the Delta Connection Agreement,together with Amendment Number One, is referred to herein as the "Contract").Amendment Number One provided for the addition and removal of certain Aircraftand addressed issues related to Delta's emergence from bankruptcy, but theContract terms relevant to this action were unchanged. (
Case 1:08-cv-01334-CC Document 172 Filed 05/04/2010 Page 2 of 66