McMahan Jets, LLC v. Roadlink Transportation, Inc.

FINDINGS OF FACT, RULINGS OF LAW, AND ORDER FOR JUDGMENT

I. INTRODUCTION

McMahan Jets, LLC (“McMahan”) brings this diversity case against Roadlink Transportation, Inc. (“Roadlink”), Rizo Jet Aviation Services, LLC (“Rizo”), and John and Jane Doe, the purported owners of Roadlink. The case arises from the sale of a Cessna Citation Aircraft (“the Aircraft”) by Roadlink to McMahan. The Aircraft is now, and was at the time of the sale, not airworthy. The central issue in this case is who should bear the loss: the grossly negligent seller or the nearly equally careless buyer?

Much of the procedural history of this action has already been summarized by the Court in a previous opinion, McMahan Jets, LLC v. Roadlink Transp., Inc., 926 F.Supp.2d 999, 1001-02 (W.D.Tenn.2013), and as such, will only be briefly limned here.

On November 10, 2011, McMahan filed a complaint in the Chancery Court of Shelby County, Tennessee. Compl. Breach Contract & Other Relief (“Compl.”), ECF Ño. *8201-2. Rizo timely removed on December 21, 2011. Rizo Jet Aviation Servs., LLC’s Not. Removal & Mot. Dismiss Improper Venue, ECF No. 1. After entertaining various motions, on February 28, 2013, this Court denied Roadlink’s motion to dismiss for lack of personal jurisdiction, and the case proceeded toward trial. McMahan, 926 F.Supp.2d at 1005.

On November 25, 2013, Roadlink filed a motion for summary judgment on all counts, Accompanied by a memorandum and statement of material facts. See Mot. Summ. J. Roadlink Transp., Inc. (“Road-link’s Mot.”), ECF No. 94; Am. Mem. Roadlink Transp., Inc. Supp. Mot. Summ. J. Compliance With Ct.’s Order Dec. 5, 2013 (“Roadlink’s Mem.”), ECF No. 97-1. McMahan responded on January 8, 2014. See McMahan Jets, LLC’s Resp. Am. Statement Material- Facts Filed Supp. Mot. Summ. J. Roadlink Transp., Inc. & McMahan Jets, LLC’s Additional Material Facts (“McMahan’s Resp.”), ECF No. 98; McMahan Jets, LLC’s Br. Opp’n Mot. Summ. J. Roadlink Transp., Inc. (“McMa-han’s Opp’n”), ECF No. 99. Roadlink replied on January 15, 2014. See Reply Mem. Roadlink Transp., Inc. Supp. Mot. Summ. J., ECF No. 101.

This Court held a motion session on February 14, 2014, at which time it took the matter under advisement. Minute Entry, Feb. 14, 2014, ECF No. 102. Thereafter, the parties agreed to forego the summary judgment motion and to try the case to the Court.. Minute Entry, Mar. 12, 2014, ECF No. 108. A two-day jury-waived trial ensued on May 1 and 2, 2014. Minute Entry, May 1, 2014, ECF No. 121; Minute Entry, May 2, 2014, ECF No. 122.

II. FINDINGS OF FACT

The Aircraft is a Cessna Citation, a sleek swept-wing corporate jet with a posh passenger cabin that can accommodate four to five passengers in overstuffed chairs or couches. While the Aircraft was in service in Venezuela in the 1990s, CR Aviation of Orlando, Florida maintained the Aircraft. During this period, the interior passenger space was reconfigured, replacing two' chairs with a couch situated atop the Aircraft’s forward carry-through spar on the floor of the passenger compartment. The forward carry-through spar is a major structural component of an aircraft, being the wing spar in the center section within the fuselage and the attach point for the wings. As part of this reconfiguration, certain holes were bored in the forward carry-through spar to accommodate the speaker system for the passenger compartment. Drilling such holes is not a. major alteration in an aircraft. A Styrofoam close-out panel was fitted around the spar and the floor was then tastefully carpeted (that is to say, the holes in the forward carry-through spar were not visible to a casual inspection).

Unsurprisingly; aircraft — as mechanically complex flying objects — are inspected. Although it does not appear on this record that periodic inspections are required, various inspections take place, most often when aircraft are bought and sold. Inspections can be at various levels of detail, from cursory to very detailed. The most detailed type of inspection is a “phase 1-5 inspection.” This most detailed type of inspection is expensive, with estimates varying- — dependent on aircraft type, age, and history of defects — from $35,000 to over $100,000. Everyone agrees that a phase 1-5 inspection is sufficiently thorough to reveal the holes in the forward carry-through spar.

And so it was with this Aircraft. During a phase 1-5 inspection in 2000, CR Aviation had discovered the several holes drilled in the Aircraft’s forward carry-through spar. CR Aviation nevertheless issued an airworthiness certificate. Simi*821larly, in 2001, Sierra-NA (“Sierra”) performed another phase 1-5 inspection.

While it was owned by Roadlink, the Aircraft underwent at least two further phase 1-5 inspections. Cliff Gottschalk (“Gottschalk”) was Roadlink’s Director of Avionics. A skilled FAA-certified mechanic, he himself performed a phase 1-5 inspection on the Aircraft in 2004 and again in October 2007. In the course of the 2004 inspection, he noted “holes in fwd spar [i.e. the forward carry-through spar],” but said “previously OK’d by CR Aviation and Sierra-NA” and returned the plane to service as airworthy. An experienced pilot, Gott-schalk flew this Aircraft for approximately 250 hours both before and after these two inspections.

Enter Dr. Lynn McMahan (“Dr. McMa-han”). Dr. McMahan is a successful physician and resident of Hattiesburg, Mississippi with a penchant for flying. Earning his pilot’s license in 1998, McMahan had twenty to thirty hours of “second seat,” or co-pilot, flying in Cessna Citations by 2007. He liked the Citation model and, wanting a plane with the ability to fly from Mississippi to the West Coast, he told his mechanic to start looking. Then, in November 2007, McMahan himself saw the Aircraft in Uvalde, Texas and commenced inquiries seeking to purchase it.

At this time, the Aircraft was in for maintenance by Sierra. Manuel Rizo (“Rizo”) was an FAA-certified aircraft mechanic employed by Sierra. Rizo got a call from Xavier Barrios (“Barrios”), who said, “A Doctor is looking at [the Aircraft], Is it for sale?”

Rizo called Gottschalk, with whom he was acquainted. Gottschalk got back to him, saying, “Flying J [a Roadlink subsidiary] would take an offer.” ' Sensing a financial opportunity, Rizo set himself up as a broker for Roadlink. This was the first time he had ever acted in that capacity.

On his part, Dr. McMahan, having now focused his interest on the Aircraft, asked his pilot Paul Daughtry (“Daughtry”) to help him with the purchase of the Aircraft. Daughtry took upon himself the role of broker for McMahan, and a faithless agent he proved to be.

Rizo knew that Roadlink wanted $1,900,000 for the Aircraft. Daughtry knew Dr. McMahan was willing to pay $2,100,000 for the Aircraft. Rizo and Daughtry agreed that they would structure a sale from Roadlink to Rizo2 for $1,900,000 and from Rizo to McMahan for $2,100,000.3 Unbeknownst to McMahan, the two would then split the $200,000 spread, characterizing it as a broker’s fee. While the record is unclear on the point, it appears Roadlink was willing to go along with this arrangement to avoid paying Rizo a broker’s commission.

Rizo and Daughtry then drafted the two contracts from other aircraft purchase and sale agreements with which they were familiar. The two contracts are in all material respects — save for purchase price— mirror images of each other.4

On January 10, 2008, McMahan entered into the purchase agreement (the “Agreement”) with Rizo. See Roadlink’s Mot., Ex. F, Aircraft Purchase Agreement Rizo Jet Aviation Servs. LLC (“Agreement”), ECF No. 94-8. This Agreement set the purchase price of the Aircraft at $2,100,000. Id. § 2.1. The Agreement contains several clauses germane to this action.

*822First, it set out a “Pre-Purchase Inspection” process, whereby the Agreement was “subject to Purchaser’s pre-pur-chase inspection,” including a test flight. Id. § 8.1. The Agreement also obligated the seller to “provide copies of logbooks, engine covers and other Aircraft accessories for inspection,” and to “deliver the Aircraft for the pre-purchase inspection with all systems, functioning normally and in compliance with all Airworthiness Directives and Mandatory Service Bulletins.” Id. § 3.2. After completing the inspection, McMahan would then provide a “list of discrepancies” to the Seller, who would have “[five] business days to review the list” and either “(a) pay to have the Airworthy discrepancies repaired at Seller’s expense and to complete the sale; (b) reduce the Purchase Price of the Aircraft to Purchaser’s satisfaction; or (c) to decline to pay the costs of defined Airworthy discrepancies and to terminate this Agreement.” Id. After the inspection, the purchaser was to “sign a Technical Acceptance Letter,” which would list the relevant discrepancies. Id. § 3.3. The final decision to proceed with the agreement was McMahan’s — as “[acceptance or nonacceptance of the Aircraft [was to] be at Purchaser’s sole discretion.” Id. § 3.4.

Second, the Agreement set out three warranty conditions. The Agreement stated that the:

Aircraft will be delivered “AS IS WHERE IS”, subject to the Seller’s satisfaction of the conditions of Section 3.2, if necessary, with all available log books, ground covers, operating manuals, loose equipment, wiring diagrams and all pertinent paperwork relating to the Aircraft in Seller’s possession. Seller is unaware of any major damage suffered to the Aircraft.

Id. § 6.1. The Agreement expanded upon that disclaimer in a subsequent section, stating that:

The Aircraft is being sold without any warranty from Seller or any original equipment from the manufacturer of the Aircraft, Cessna Aircraft Corporation. Seller acknowledges that Purchaser has had full opportunity to inspect the Aircraft and to have such tests and inspections performed by third parties as the Purchaser deems necessary or desirable, in Purchaser’s solé discretion. Purchase is at Purchaser’s sole discretion, and Purchaser understands that this is a final sale.... Purchaser understands, agrees and accepts that Seller is selling the Aircraft and it’s [sic] equipment “AS IS, WHERE IS” with all faults and/or deficiencies, provided however, that Seller, has satisfied the condition of Section 3.2, if necessary. NO WARRANTIES OF ANY TYPE WHETHER OF MERCHANTABILITY, FITNESS FOR Á PARTICULAR PURPOSE OR OTHERWISE, EXPRESS OR IMPLIED, IN FACT OR BY LAW, IS OR SHALL BE APPLICABLE TO THE Aircraft, THE CONDITION OF THE AIRCRAFT, OR ITS PARTS OR ACCESSORIES.

Id. § 6.3. That said, the Agreement also stated that “Seller shall deliver Aircraft from the Pre-Purchase Inspection with all systems functioning normally and all Airworthiness Directives complied with, Mandatory Cessna Service Bulletins, recommended Cessna Phase Inspections and in Airworthy Condition prior to delivery and acceptance of the Aircraft.” Id. § 6.2.

During the closing process, McMahan conducted a pre-purchase inspection, although he did not conduct a more comprehensive phase 1-5 inspection. Instead, relying on Gottschalk’s recent phase 1-5 inspection in October 2007, Dr. McMahan engaged Barrios to conduct a “cursory” inspection of the Aircraft and to review the logbooks. Barrios was provided with the Aircraft’s logbook, which documented *823the two inspections in 2000 and 2001, conducted by CR Aviation and Sierra respectively, as well as the two inspections conducted by Gottschalk in 2004 and 2007.

The final agreement was executed, and delivery occurred, on January 24, 2008. McMahan operated the aircraft normally for twenty-two months. Then, in November 2009, the Aircraft was inspected by the Cessna Citation Service Center in Orlando, Florida. When it discovered the holes in the Aircraft’s forward carry-through spar, Cessna concluded that, because of these holes, the Aircraft was not airworthy. The Aircraft was flown back to Mississippi where it has been stored ever since. This litigation soon ensued.

III. RULINGS OF LAW

A. Choice of Law

As a preliminary matter, the parties dispute whether the Court ought apply the law of Tennessee or the law of Mississippi to this action. When this Court sits in diversity, questions of choice of law are governed by the laws of the forum state — • in this case, Tennessee. Montgomery v. Wyeth, 580 F.3d 455, 459 (6th Cir.2009).

1. Contract Claims

Because this action deals with the sale of a good, the Court looks to Tennessee’s Uniform Commercial Code (the “Tennessee UCC”) to determine the appropriate choice of law test to apply to McMahan’s contract claims. When the parties do not agree on which law ought govern their agreement, the Tennessee UCC holds that the substantive law of Tennessee applies “to transactions bearing an appropriate relation to this state.” TenmCode Ann. § 47-l-301(b). Factors guiding the Court’s application of this test may include (1) where the good in question was produced, (2) where delivery took place, (3) where the majority of negotiations took place, and (4) where the defendant’s principal place of business is located. See, e.g., Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F.Supp.2d 786, 801 (W.D.Tenn.2011) (relying on such factors).

Both McMahan and Roadlink concede, however, that choice of law has no bearing on the breach of contract issues raised in this action. The parties’ substantive arguments and the Court’s analysis rely only on contract principles that are common to both Tennessee and Mississippi. Moreover, all relevant provisions of the Uniform Commercial Code have been adopted in both states. Because the Court’s analysis will apply with equal force regardless of which law formally applies, there is little need for the Court to look beyond the presumption in Tennessee law that a contract is governed “with reference to the law of the place where it was entered into.” Deaton v. Vise, 186 Tenn. 364, 210 S.W.2d 665, 668 (1948). Since that place was Memphis, Tennessee, the site of delivery, the Court rules that for the purposes of this motion, it will apply the law of the forum state, Tennessee, to McMahan’s contract claim.

2. Tort Claims

McMahan’s tort-based claims require a different approach, although similar choice of law considerations are at play. The parties agree that the differences between Tennessee and Mississippi law do not affect either side’s substantive arguments as to whether Roadlink committed negligent or intentional misrepresentation. Mot. Hr’g Tr., Feb. 14, 2014, 7:17-8:18. Choice of law will affect, however, the extent of McMahan’s potential recovery. Whereas Tennessee courts permit the recovery of purely economic losses in cases of negligent misrepresentation, Mississippi courts have recognized the economic loss doctrine barring recovery in tort for such damages. Compare John Martin, Co., Inc. v. Morse/Diesel, Inc., 819 S.W.2d 428, 431 *824(Tenn.1991) (holding that in negligent misrepresentation actions, Tennessee law applies the standards found in the Restatement (Second) of Torts § 552 (1977), which allow for recovery of pecuniary losses), with State Farm Mut. Auto. Ins. Co. v. Ford Motor Co., 736 So.2d 384, 387-88 (Miss.Ct.App.1999) (adopting the economic loss doctrine). Thus, although the Court’s analysis of the tort claims raised in this action again will apply with equal force regardless of which state’s law governs, the Court undertakes the following choice of law analysis mainly to determine the scope of McMahan’s potential recovery.

In Tennessee, choice of law in tort claims is determined by the “most significant relationship” test, as explicated by the Restatement (Second) of Conflict of Laws. Hataway v. McKinley, 830 S.W.2d 53, 59 (Tenn.1992). Per that text, the law of the state with “the most significant relationship to the occurrence [at issue] and the parties” will govern. Restatement (Second) of Conflict of Laws § 145(1) (1971). The Restatement further provides:

Contacts to be taken into account ... to determine the law applicable to an issue include:

(a) the place where the injury occurred,

(b) the place where the conduct causing the injury occurred,

(c) the domicil, residence, nationality, place of incorporation and place of business of the parties, and

(d) the place where the relationship, if any, between the parties is centered.

These contacts are to be evaluated according to their relative importance with respect to the particular issue.

Id. § 145(2).

These factors point more to Tennessee than they do to Mississippi. The only undisputed facts connecting this case to Mississippi are that McMahan Jets LLC is a Mississippi legal entity and that it does at least some of its business from that state. Tennessee, on the other hand, is where ownership of the aircraft changed hands. At that point, McMahan became the owner of an aircraft with holes drilled into its spar, even though McMahan believed it was paying for an aircraft with no such damage. Its alleged injury therefore occurred in Tennessee.5 Although much of the conduct giving rise to that injury— the alleged misrepresentations made by Roadlink — occurred during an inspection process taking place outside of Tennessee, that activity also occurred outside of Mississippi, since the aircraft and its logbooks — which failed to mention spar damage — were inspected in Texas. Moreover, Tennessee is where Roadlink had its last chance to mention or otherwise warn McMahan of the damage before the sale was finalized. Lastly, the Court determines that if any place can be considered the center of the parties’ relationship, that place is Tennessee. McMahan and Road-link mutually agreed to execute their transaction in Tennessee, and both parties sent agents to Memphis to do so. No other state, including Mississippi, has significant mutual contacts with the parties.

For these reasons, the Court concludes that Tennessee, not Mississippi, has the most significant relationship to Roadlink’s alleged negligent and intentional misrepre*825sentation. The law of Tennessee will therefore govern the resolution of these issues. If Roadlink is held liable for negligent misrepresentation, Dr. McMahan is eligible to recover even purely economic damages.

B. Breach of Contract

McMahan’s first claim against Roadlink is one for breach of contract. See Compl. ¶¶ 20-24. McMahan asserts that Roadlink and its co-Defendants “materially breached the Agreement by failing to deliver the Aircraft in an airworthy condition and falsely representing that the Aircraft was airworthy, structurally sound, safe and not unreasonably dangerous, among other things.” Id. ¶ 23. Roadlink argues that under Sections 6.1 and 6.3 of the Agreement, McMahan purchased the aircraft “as is” and agreed to a number of additional disclaimers of Roadlink’s liability.6 See Roadlink’s Mem. 4-5. McMahan contends that Section 6.2 of the Agreement commits Roadlink to delivering the aircraft in “Airworthy Condition,” and that Roadlink failed to do so by delivering a plane with spar damage. See McMahan’s Opp’n 12. For the following reasons, the Court concurs with Roadlink’s understanding of its duties under the Agreement.

1. Contract Construction

As was explained in the foregoing choice of law discussion, the Court need rely only on principles of contract interpretation common to both Mississippi and Tennessee to decide this issue. “The cardinal rule for interpretation of contracts is to ascertain the intention of the parties and to give effect to that intention, consistent with legal principles.” Bob Pearsall Motors, Inc. v. Regal Chrysler-Plymouth, Inc., 521 5.W.2d 578, 580 (Tenn.1975); see also Holland v. Mayfield, 826 So.2d 664, 669 (Miss.1999) (“In interpreting any agreement the cardinal rule is to give effect to the intentions of the parties.”), abrogated on other grounds by Harrington v. Office of Miss. Sec’y of State, 129 So.3d 153 (Miss.2013). Whether the parties’ intentions are clearly expressed in their contract is matter of law for the Court to determine. See Royer Homes of Mississippi Inc. v. Chandeleur Homes, Inc., 857 So.2d 748, 751 (Miss.2003); Planters Gin Co. v. Fed. Compress & Warehouse Co., Inc., 78 S.W.3d 885, 890 (Tenn.2002). This is accomplished by applying rules of construction to determine the parties’ intent and resolve possible ambiguities. See Royer Homes, 857 So.2d at 752; Planters Gin, 78 S.W.3d at 890. If ambiguities in the contract remain, only then is their interpretation a matter of fact committed to a factfinder. See Royer Homes, 857 So.2d at 752; Planters Gin, 78 S.W.3d at 890.

When the language of a contract is unambiguous, the Court will not look beyond the four corners of the agreement. See Kiser v. Wolfe, 353 S.W.3d 741, 748 (Tenn.2011); Pfisterer v. Noble, 320 So.2d 383, 384 (Miss.1975). The Court also will “read the contract as a whole, so as to give effect to all of its clauses.” Brown v. Hartford Ins. Co., 606 So.2d 122, 126 (Miss.1992); see also Cocke Cnty. Bd. of Highway Comm’rs v. Newport Utilities Bd., 690 S.W.2d 231, 237 (Tenn.1985) (“[A] contract must be viewed from beginning to end and all its terms must pass into review, for one clause may modify, limit or illuminate another.”). In so doing, the Court accords words their plain and ordinary meaning. See Allmand v. Pavletic, 292 S.W.3d 618, 630 (Tenn.2009); Ferrara v. Walters, 919 So.2d.876, 882 (Miss.2005).

If it can do so reasonably, the Court will construe all provisions in harmony with one another. See Guiliano v. *826Cleo, Inc., 995 S.W.2d 88, 95 (Tenn.1999); Pursue Energy Corp. v. Perkins, 558 So.2d 349, 352 (Miss.1990). When two clauses are in conflict, the clause consistent with the .dominant purpose of the contract controls. See Lamb Constr. Co. v. Town of Renova, 573 So.2d 1378, 1383 (Miss.1990) (“If one of two conflicting clauses in a contract seems dominant, that clause should be enforced.”); Laurenzi v. Atlas Ins. Co., 131 Tenn. 644, 176 S.W. 1022, 1026 (1915) (holding that the “term which expresses the chief object and purpose of the contract must prevail, and [conflicting] clauses containing provisions subordinate to the chief object and purpose of the contract-must give way”).7

2. The Agreement at Issue

In the instant case, the potential for ambiguity exists because of the tension between the Agreement’s disclaimers and its airworthy condition requirement. The prominence and breadth of the disclaimers in Section 6 evince an intent to protect Roadlink from liability for later-discovered defects of any kind, subject only to the satisfactory completion of the pre-purchase inspection process outlined in Section 3 of the Agreement. Such disclaimers signal to a purchaser that the seller makes no promises about the condition of his goods. But the airworthy condition delivery requirement does just the opposite by guaranteeing what seems to be a relatively high standard of quality, albeit one that is not defined and barely discussed elsewhere in the Agreement. It is not obvious to this Court that it can hold Roadlink to this standard while also honoring the full force of the protections Roadlink negotiated for itself through the disclaimers,

a. Airworthiness as a Condition Precedent to the Disclaimers

McMahan has no such difficulty reconciling these provisions. It argues that “delivery of the Aircraft in an airworthy condition, without major damage and with all phase inspections completed, was a condition precedent to McMahan’s acceptance of the Aircraft in its ‘as-is where-is’ condition.” McMahan’s Opp’n 14. McMahan relies on authority from the Tennessee Court of Appeals endorsing a holistic approach to determining whether contracting parties intended to make a contractual provision a condition precedent. See Harlan v. Hardaway, 796 S.W.2d 953, 957-58 (Tenn.Ct.App.1990).

A closer reading of that same authority, however, convinces the Court that it was not the clear intention of Roadlink or McMahan to make the Aircraft’s airworthy condition a condition precedent to the disclaimers. In Harlan, the Tennessee Court of Appeals observes that while no particular language is needed to create a condition precedent, “the presence of a *827condition is usually signaled by a conditional word or phrase such as ‘if,’ ‘provided that,’ ‘when,’ ‘after,’ ‘as soon as,’ and ‘subject to.’ ” Id. at 958. In fact, such conditional language does appear in the instant Agreement. First, Section 6.1 states: “Aircraft will be delivered ‘AS IS WHERE IS’, subject to the Seller’s satisfaction of the conditions of Section 3.2, if necessary .... ” Agreement § 6.1 (emphasis added). Second, Section 6.3 states: “Purchaser understands, agrees and accepts that Seller is selling the Aircraft and it’s [sic] equipment ‘AS IS, WHERE IS’ with all faults and/or deficiencies, provided however, that Seller, has satisfied the condition of Section 3.2, if necessary.” Id. § 6.3 (emphasis added). It is evident from the parties’ choice of language and juxtaposition of provisions here that Roadlink and McMa-han intended the successful completion of pre-purchase inspection to be a condition precedent to McMahan’s acceptance of the aircraft “as is.” In contrast, the requirement that the aircraft be delivered in airworthy condition appears at the end of a different section, unaccompanied by conditional language and unrelated to any of the disclaimers. See id. § 6.2. Given that “[c]ourts do not favor conditions precedent and will, as a general matter, construe doubtful language as imposing a duty rather than creating a condition precedent,” Harlan, 796 S.W.2d at 958, the Court declines to rule that the Aircraft’s airworthy condition was a condition precedent to the disclaimers. The provisions, as written, were intended to operate contemporaneously.

b. The Meaning of “Airworthiness”

Roadlink, for its part, maintains that it fulfilled its commitment to deliver an aircraft in “airworthy condition.” This argument relies on the premise that the phrase has an Agreement-specific meaning not directly related to passing a phase 1-5 inspection. See Roadlink’s Mem. 7. The only other mention of the descriptive term “airworthy” is in Section 3.2 of the Agreement, in the context of McMahan’s right of pre-purchase inspection. According to Roadlink, construing the contract as a whole requires the term “airworthy” in Section 3.2 to have the same meaning as in the phrase “airworthy condition” in Section 6.2 — that is, meaning something like “with all problems identified by McMahan having been resolved.” Id. This would mean, Roadlink says, that by resolving all of the airworthy discrepancies identified by McMahan prior to purchase (and there were none), Roadlink satisfied its Section 6.2 commitment to delivering the aircraft in airworthy condition. Id. Requiring more of Roadlink would render the “as is” language of the contract “meaningless,” id. at 9, and “hopelessly in conflict with the rest of the contract,” id. at 8.

The Court disagrees with this reading. While it is logical to assume that “airworthy” ought mean the same thing in Section 3.2 as in Section 6.2, the Agreement is not written in such a way that the former use of “airworthy” defines the meaning of the latter. The word is not expressly defined anywhere in the Agreement. The use of “airworthy” in Section 3.2 merely signals that pre-purchase inspection is directed to uncovering and identifying the type of discrepancy that specifically goes to the plane’s airworthy condition. It does not bear on the meaning of “airworthy condition” itself, and it is not true under this Agreement that an aircraft automatically achieves airworthy condition once all purchaser-identified discrepancies have been addressed. If McMahan had failed to notice that the aircraft had no wings, for example, it would be absurd to conclude that the aircraft still ought be considered “airworthy” under the Agreement despite lacking any capacity to fly.

Moreover, the term appears to be widely used in contracts for the sale of aircraft *828and in the industry generally. See, e.g., Dallas Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 778 (2d Cir.2003) (“ ‘Airworthy’ is a term, of art in the aviation industry indicating that an [aircraft] is safe and that it comports with FAA requirements.”); JDI Holdings, LLC v. Jet Mgmt., Inc., 732 F.Supp.2d 1205, 1214 (N.D.Fla.2010) (noting that the term is “well understood by those in the aircraft industry”); 14 C.F.R. § 91.7 (prohibiting operation of a civil aircraft “unless it is in an airworthy condition,” without defining the term). One court recently surveyed existing case law and expert testimony and concluded that the term has a “generally accepted definition”: an airworthy aircraft is one “in a condition such that it could be safely operated during an immediate flight.” Prichard Enters., Inc. v. Adkins, 858 F.Supp.2d 576, 588 (E.D.N.C.2012). While these precedents do not conclusively establish the meaning of “airworthy” in this case, they lead the Court to conclude that an Agreement adverting to “airworthiness” without explanation relies on the word’s generally accepted meaning, not an Agreement-specific one.

The Court need not rule on the contours of that meaning here. It is undisputed that the Cessna Citation Services Center has grounded the aircraft as unairworthy because of the holes drilled in the carry-through spar. Roadlink also makes no attempt to argue that the aircraft meets objective criteria for airworthiness or that it could safely be operated in the state it was delivered. On this basis, the Court concludes that the Aircraft was not delivered to McMahan in an airworthy condition, in violation of the plain language of Section 6.2.

c. The Significance of the Pre-Purchase Inspection

Whether the airworthy condition requirement ought be enforced at the expense of the disclaimers, however, is a different matter. Language in Sections 3 and 6 of the Agreement strongly suggests that the parties intended the pre-purchase inspection process to define the scope of Roadlink’s technical obligations to prepare the Aircraft for delivery. For example, Section 3.2 instructs that in response to the results of McMahan’s pre-purchase inspection, Roadlink may “have the Airworthy discrepancies [identified by McMahan] repaired at Seller’s expense and ... complete the sale.” Agreement § 3.2. This language imposes no obligation on the seller further to inspect or repair the aircraft after the pre-purchase inspection repairs have been made, implying that' by repairing the discrepancies identified by McMa-han, Roadlink discharged all repair duties that would stand in the way of a sale. Section 3.3, providing for McMahan to sign a Technical Acceptance Letter approving of the aircraft’s condition, expressly does not bind McMahan “unless and until” Roadlink satisfactorily completes pre-pur-chase inspection repairs. Id. § 3.3. No other condition, such as airworthiness, mitigates the binding quality of McMahan’s acceptance.

Pre-purchase inspection is then referred to repeatedly in the sections of the Agreement discussing delivery of the Aircraft in its “as is” state. Recall that satisfaction of Section 3.2 is the only condition precedent associated with the disclaimers in Sections 6.1 and 6.3. The first three sentences of Section 6.3 also read:

The Aircraft is being sold without any warranty from Seller or any original equipment from the manufacturer of the Aircraft, Cessna Aircraft Corporation. Seller acknowledges that Purchaser has had full opportunity to inspect the Aircraft and to have such tests and inspections performed by third parties as the Purchaser deems necessary or desirable, in Purchaser’s sole discretion. Pur*829chase is at Purchaser’s sole discretion, and Purchaser understands that this is a final sale.

Id. § 6.3 (emphasis added). Even the sentence actually containing the phrase “in airworthy condition” references pre-pur-chase inspection: “Seller shall deliver Aircraft from the Pre-Purchase Inspection with all systems functioning normally ... and in Airworthy Condition....” Id. § 6.2 (emphasis added). Such language again shows no intent that Roadlink was to be responsible for extra self-guided inspection or repair in between pre-purchase inspection repairs and delivery.

It is apparent from these numerous cross-references that the pre-purchase inspection requirements in Section 3 were intended to dovetail as neatly as they do with the disclaimers in Section 6. The effect of the interlocking provisions is to place the burden on McMahan to identify airworthiness problems before accepting the aircraft. This burden explains why once pre-purchase inspection was completed to McMahan’s satisfaction, McMahan was required to sign a legally binding Technical Acceptance Letter: the parties intended the letter to constitute proof of satisfaction of the condition precedent to receiving the aircraft “as is,” with all warranties disclaimed. Indeed, the purpose of including such comprehensive warranty disclaimers in Section 6.3 was to protect Roadlink from' claims such as this one, arising from later-discovered defects that McMahan had full opportunity to discover and address during pre-purchase inspection.

It cannot be the case that this deliberate arrangement is to be overturned by the single use of the phrase “in Airworthy Condition” at the end of Section 6.2. Not only do the words stand remote from any disclaimer or significant discussion of repair duties, they appear far less important to_ the Agreement than do the pre-pur-chase inspection provisions or the disclaimers. The phrase is used once, towards the end of a paragraph primarily concerned with conditions ensuring a legally unencumbered delivery, such as warranting the authority of Roadlink’s agent or clarifying the scope of Roadlink’s duties if purchase funds have not been fully transferred. The phrase is also the fifth item in a list, and the rest of the list mostly' recites conditions that Roadlink already would have prepared in advance of pre-purchase inspection, like ensuring compliance with “all Airworthiness Directives.” Agreement §§ 3.2, 6.2. These drafting choices hardly call attention to the words “in Airworthy Condition.” This does not speak to a strong intent to impose on Roadlink a considerable duty to repair wholly separate from the pre-purchase inspection process.

To hold Roadlink to- the words “in Airworthy Condition” would fundamentally alter the allocation of risk established by the jointly operating pre-purchase inspection provisions and disclaimers. If the parties had intended Roadlink unconditionally to guarantee the Aircraft’s airworthy condition, there would have been no reason to contract for pre-purchase airworthiness inspection in such detail — or at all, for that matter, as McMahan would have had no reason to worry about being forced to accept an unairworthy aircraft. There also would have been little reason for Roadlink to disclaim a warranty of airworthiness, as it did by prominently disclaiming “WARRANTIES OF ANY TYPE WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.” Id. § 6.3. McMahan’s risk in accepting of the aircraft “ ‘AS IS, WHERE IS’ with all faults and/or deficiencies” would be very little indeed. Id. The Court therefore holds that to the extent the phrase “in airworthy condition” conflicts with the disclaimers, the disclaimers control.

*830Although no cases specific to Tennessee or Mississippi offer much aid in bolstering the Court’s conclusion, Roadlink cites two cases from other courts which are instructive. In Pissed Away N6VC, LLC v. Stricker, No. 2:11-cv-04278-NKL, 2012 WL 393418 (W.D.Mo. Feb. 6, 2012), the district court considered a contract for the sale of an aircraft in which the parties provided for pre-purchase inspection, responsive repairs, and subsequent acceptance of the aircraft “as is,” with disclaimers. Id. at *1. The contract also contained a seller requirement to “ensure flight worthiness.” Id. The district court held, inter alia, that the contract’s intent as a whole to insulate the seller from the risk of subsequent purchaser dissatisfaction prevailed over the contract’s “flight worthiness” requirement and defeated the purchaser’s breach of contract claim. Id. at *4-6. In N653CT, LLC v. Players Air, Inc., No. 2:07-CV-683, 2010 WL 520528 (D.Utah Feb. 8, 2010), the district court granted summary judgment against an aircraft purchaser on the grounds that the purchaser was bound by its acceptance of the aircraft under these contract terms:

Acceptance of the Aircraft, as evidenced by a written receipt acknowledging delivery, shall constitute Purchaser’s agreement that the Aircraft conforms to the specifications, standards and other requirements of this Agreement or is otherwise acceptable to Purchaser.

Id. at *4. The court held that “[hjaving agreed that the Abccraft is conforming and acceptable, [the purchaser] cannot now sue [the seller] claiming the Aircraft is nonconforming and unacceptable.” Id. There are factual differences between Pissed Away, Players Air, and this case,8 but not ones sufficient to sway the Court’s assessment that this Agreement’s disclaimers ought prevail and McMahan ought be bound by its acceptance of the Aircraft “as is.”

C. Negligent and Intentional Misrepresentation

In its complaint, McMahan also advances counts of negligent misrepresentation, intentional misrepresentation, and fraud.9 See Compl. ¶¶ 25-40. Both counts are based on representations that Road-link made in the logbook concerning the airworthiness of the Aircraft. See id. ¶¶ 27, 36; see also Roadlink’s Mem. 12. None of these counts, however, survive under the laws of either Tennessee or Mississippi.

*8311. Negligent Misrepresentation

Both Tennessee and Mississippi define negligent misrepresentation using substantially the same factors. Critically, both states require the plaintiff to prove that he reasonably or justifiably relied on the statements of the defendant.10

Roadlink’s first argument is that the term “airworthiness” is an opinion, and thus not actionable under negligent misrepresentation, which only concerns facts. Roadlink’s Mem. 15; see also Spragins v. Sunburst Bank, 605 So.2d 777, 780 (Miss.1992) (“The first element of negligent misrepresentation, misrepresentation of a fact, must concern a fact rather than an opinion.” (emphasis omitted)); Harrison v. Avalon Props., LLC, 246 S.W.3d 587, 601 (Tenn.Ct.App.2007) (holding that a “statement of .opinion ... is insufficient to form the basis for a cause of action for misrepresentation”).

There is some authority for the proposition that airworthiness is a matter of professional opinion. See Prichard Enters., 858 F.Supp.2d at 587 (reporting testimony where a party stated that “different mechanics could have differing views and opinions on what is and is not airworthy” (internal quotation mark omitted)); JDI Holdings, 732 F.Supp.2d at 1227 (“[T]he evidence shows that mechanics exercise judgment in determining whether a discrepancy involves an airworthy concern, and opinions may differ, as with most inspections.”). Here, however, the entirety of the factual record convinces this Court that drilling these holes in the forward carry-through spar rendered the Aircraft not airworthy despite the opinions of CR Aviation and Sierra to the contrary. Even Gottschalk, who relied on these opinions to form his own judgment, admitted after the fact that the Aircraft was probably not airworthy.

Second, Roadlink points out that Dr. McMahan testified during his deposition that the fact that Gottschalk — Roadlink’s Director of Avionics — had completed an inspection of the Aircraft was “ ‘absolutely’ concerning to him because ... it demonstrated a ‘conflict of interest’ ... [and] was akin to a ‘fox guarding the hen house.’ ” Roadlink’s Mem. 14 (quoting Dep. Lynn Bryce McMahan 126:7-127:2, 136:10-13, ECF No. 109-3). The Sixth Circuit has held that a key factor in determining reasonable reliance is whether the party claiming such a cause of action has an “apparent reason to doubt the veracity of [the defendant’s] representations.” Academic Imaging, LLC v. Soterion Corp., 352 Fed.Appx. 59, 73 (6th Cir.2009) (internal quotation mark and brackets omitted). Roadlink thus argues that the fact that McMahan had such doubts supports a conclusion that there was no reasonable reliance.

In the end, it is the Agreement that saves Roadlink from the negligent misrepresentation claim. Roadlink argues that *832McMahan could reasonably not have relied on any airworthiness certifications in the logbook because (1) the purchase agreement stated that the sale was “as is, where is,” and disclaimed all warranties, and (2) because McMahan “had unfettered access to inspect the Aircraft prior to purchasing it.” Roadlink’s Mem. 12-13.

Both Mississippi and Tennessee courts have held that the presence of a disclaimer in a contract negates as matter of law the reasonable reliance necessary for a finding of negligent misrepresentation. See Hazlehurst Lumber Co., Inc. v. Miss. Forestry Comm’n, 983 So.2d 309, 313 (Miss.2008) (holding that “[i]n light of [a] disclaimer provision in the contract, [the plaintiff] could not reasonably rely on the [defendant]'s estimates”); Stafford v. Emberton, No. M2008-02250-COA-R3-CV, 2009 WL 2960391, at *3 (Tenn.Ct.App. Sept. 15, 2009) (“Exculpatory clauses are valid in Tennessee, and the agreement by the [plaintiffs] to accept the property ‘as is’ defeats any negligent misrepresentation claims. This is true since this ‘as is’ provision negates any reliance by the [plaintiffs] on the misrepresentation, which is an element of any misrepresentation claim.” (internal citation and emphasis omitted)).

Moreover, regardless of which law applies, the fact that McMahan had the right to inspect the Aircraft also negates reasonable reliance as matter of law. See Taylor v. S. Farm Bureau Cas. Co., 954 So.2d 1045, 1050 (Miss.Ct.App.2007) (“Courts in Mississippi have held that where a plaintiff has an opportunity to investigate the statements upon which she allegedly relied, the plaintiff cannot be said to have reasonably relied on those statements.”); Goodall v. Akers, No. M2008-01608-COA-R3-CV, 2009 WL 528784, at *7 (Tenn.Ct.App. Mar. 3, 2009) (holding that “where the means of knowledge are readily available, and the vendor or purchaser, as the case may be, has the • opportunity by investigation or inspection to discover the truth with respect with matters concealed or misrepresented, without prevention or hindrance by the other party, of which opportunity he is or should be aware, and where he nevertheless fails to exercise that opportunity and discover the truth,” the purchaser cannot show reasonable reliance for misrepresentation purposes (quoting McNeil v. Nofal, 185 S.W.3d 402, 409-10 (Tenn.Ct.App.2005)) (internal quotation marks omitted)). Here, McMahan had such a contractual right, thus defeating reasonable reliance.11 See Agreement §§ 3.1-3.3.

Thus, because the agreement contains both an “as is” clause, id. §§ 6.1, 6.3, and a clause giving McMahan the right to inspect the Aircraft before consummating the sale, id. §§ 3.1-3.3, and because each of these clauses independently negates the necessary element of reasonable or justifiable reliance, the claim of negligent misrepresentation must fail.

2. Intentional Misrepresentation

In order to bring a claim for intentional misrepresentation, Tennessee and Mississippi law both require, as the name suggests, intent on the part of the defendant: under the former, the defendant must knowingly or recklessly intend to make a false statement, and under the latter, the defendant must intend to deceive the plaintiff.12

*833In this case, the evidence fails to convince this Court that Roadlink, through Gottschalk, either, intended to deceive McMahan about the airworthiness of the Aircraft or apprehended at the time of the sale that the Aircraft was not, in fact, airworthy. Gottschalk testified that he had learned of the holes in the spar in 2000, and had not seen holes in another aircraft or Cessna technical specification before that time. McMahan’s Opp’n 5. Even so, “despite the presence of the holes in the spar, CR Aviation issued an airworthiness certificate,” and in 2001, Sierra informed him that the “holes in the spar were not a problem” and also issued an airworthiness certificate. McMahan’s Resp. ¶¶ 45-46. Gottschalk also testified that he noted the holes on a discrepancy form in 2004, but noted that they were “previously ok’d” by Sierra and CR Aviation, and did not put the discrepancy forms in the logbooks as was “[cjonsistent with industry practice.” Id. ¶¶ 47-48. Moreover, he also testified that he “believed the holes did not affect the airworthiness of the Aircraft,” and that he “personally flew in the Aircraft for approximately 250 hours over eight years,” and that he “would not have flown in the Aircraft, and he would not have allowed his employers or their families to fly in the Aircraft, if he had any belief that it was not airworthy.” Id. ¶¶ 50-51.

This evidence, which remains essentially uncontroverted, does not support either an inference that Gottschalk believed that the aircraft was not airworthy, or that he intended to deceive McMahan into believing that the aircraft was airworthy. Rather, the Court believes that the evidence supports the opposite conclusion — that Gottschalk believed the Aircraft was airworthy. This belief would thus negate the intent-to-make-a-false-statement requirement under Tennessee law.

Turning to Mississippi law, McMahan must prove the requisite elements of fraudulent misrepresentation by clear and convincing evidence. Brothers v. Winstead, 129 So.3d 906, 915 (Miss.2014); see also id. (holding that the “clear and convincing” standard exceeds the “overwhelming weight of the evidence” standard (quoting In the Interest of C.B., 574 So.2d 1369, 1375 (Miss.1990))). Here, McMahan does not put forth any direct evidence showing *834that Roadlink, through Gottschalk, had an intent to deceive. Nor is inferential evidence helpful: while a court may infer an intent to deceive “[w]here false and material statements are knowingly and willfully made,” Edmiston v. Schellenger, 343 So.2d 465, 467 (Miss.1977), here, all available evidence indicates that Gottschalk believed the Aircraft was airworthy when he made statements to that effect in the logbook. Without such knowingly false statements, and with Gottschalk having a basis for stating that the Aircraft was airworthy, this Court does not infer an intent to deceive. Cf. Sims v. Eiland, 57 Miss. 607, 611 (1880) (concluding that an action for deceit can lie if a defendant makes a “false statement knowing it to be false” or “represents as a fact that of which he has no knowledge and no well-founded belief,” but not if defendant had “good faith” when he made the statements in question (internal quotation mark omitted)). Thus, given the high evidentiary bar McMahan must hurdle, and the low evidentiary showing upon this record, the claim for intentional misrepresentation must fail under Mississippi law as well.13

IV. CONCLUSION

For the foregoing reasons, McMahan’s claims for breach of contract, negligent misrepresentation, intentional misrepresentation, and fraud fail. The Court thus need not reach the issue of whether rescission is appropriate. No cognizable claim having been established against any of the Defendants, judgment will enter for all Defendants.

SO ORDERED.