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Continental Airlines, Inc., a Delaware Corporation, Debtor-In-Possession v. Intra Brokers, Inc., a Missouri Corporation

Citations: 24 F.3d 1099; 94 Cal. Daily Op. Serv. 3463; 94 Daily Journal DAR 6525; 1994 U.S. App. LEXIS 10753; 1994 WL 184636Docket: 92-56103

Court: Court of Appeals for the Ninth Circuit; May 16, 1994; Federal Appellate Court

Narrative Opinion Summary

In this case, the Ninth Circuit Court of Appeals addressed the enforceability of an anti-assignment provision in discount coupons issued by Continental Airlines, a debtor-in-possession. Continental had previously not enforced the provision but decided to do so starting with the 1992 coupons, leading to an injunction against Intra Brokers, who had acquired and resold the coupons. The district court granted summary judgment to Continental, issuing a permanent injunction against Intra. Intra's counterclaims were dismissed on federal preemption grounds, with the possibility of refiling with the Department of Transportation. On appeal, the court affirmed the injunction, finding that the summary judgment was appropriate as there were no genuine issues of material fact. The court also addressed Intra's defenses of estoppel and waiver, concluding they were unsupported. The appellate court emphasized that the adequacy of legal remedies, not irreparable harm, governs the issuance of permanent injunctions. Continental's control over its coupon policies was deemed justified due to the absence of evidence supporting Intra's affirmative defenses, and the decision to grant a permanent injunction was affirmed.

Legal Issues Addressed

Enforcement of Anti-Assignment Provisions

Application: Continental Airlines successfully enforced an anti-assignment provision on discount coupons that it had previously not enforced.

Reasoning: The Ninth Circuit Court of Appeals upheld Continental's right to enforce this provision and granted an injunction against Intra Brokers, which had acquired and resold the coupons to travel agents.

Estoppel and Waiver in Contract Enforcement

Application: The court rejected Intra's defenses of estoppel and waiver, finding no evidence of detrimental reliance or intentional relinquishment by Continental.

Reasoning: Estoppel requires proof of detrimental reliance and injury, and the affidavit did not establish any substantial long-term reliance that would warrant protection.

Federal Preemption of Counterclaims

Application: The district court dismissed Intra's counterclaims for fraud and interference, allowing for potential re-filing with the Department of Transportation due to federal preemption.

Reasoning: The district court dismissed Intra's counterclaims for fraud and interference based on federal preemption, allowing for potential re-filing with the Department of Transportation.

Irreparable Harm in Injunctive Relief

Application: The court noted that the lack of an adequate legal remedy, rather than irreparable harm, is critical for granting a permanent injunction.

Reasoning: Intra contended that Continental failed to demonstrate irreparable harm, which is necessary for obtaining a preliminary injunction. However, once a party establishes actual success on the merits, it is entitled to relief regardless of irreparable injury.

Summary Judgment and Permanent Injunctions

Application: The court affirmed that a permanent injunction can be granted through summary judgment when no genuine issues of material fact exist.

Reasoning: The court affirms the district court's decision to grant injunctive relief independently of damage claims, emphasizing that summary judgment can lead to a permanent injunction if no genuine issues of material fact exist, consistent with Federal Rule of Civil Procedure 56.