Full opinion text
ORDER M. CASEY RODGERS, District Judge. This case was tried before the court without a jury. The dispute involves several claims arising out of the purchase of an aircraft in December 2005 by Plaintiff JDI Holdings, LLC (“JDI”). See 28 U.S.C. § 1332. JDI asserts that the aircraft seller, Jet Management, Inc. (“Jet”) breached the aircraft purchase agreement by delivering the aircraft with significant defects. JDI maintains that Jet and its affiliated repair and maintenance facility, Southern Jet Center, LLC (“Southern”), conspired together with Jon Kerr (“Kerr”), an aircraft broker hired by JDI, to minimize and conceal defects in the aircraft, thereby causing JDI to purchase an aircraft with significant defects. JDI also claims that Jet and Southern intentionally interfered with its relationship with Kerr and that Kerr entered into a dual agency relationship with both JDI and Jet. JDI seeks damages from all defendants, rescission of the purchase agreement, and disgorgement of Kerr’s commission. Rule 52 Standards At trial, following the close of the plaintiffs evidence, Jet and Southern moved for judgment on partial findings pursuant to Federal Rule of Civil Procedure 52(c), arguing that JDI had failed to set forth sufficient evidence to support its claims. Rule 52(c) permits the court during a non-jury trial and after a party has been fully heard on an issue to enter judgment on a claim or defense that “can be maintained or defeated only with a favorable finding on that issue,” and requires that any “judgment on partial findings must be supported by findings of fact and conclusions of law as required by Rule 52(a).” Fed. R.Civ.P. 52(c). When ruling on a Rule 52(c) motion, “the court must weigh the evidence and may consider the witnesses’ credibility,” treating the motion “as if it were a final adjudication at the end of trial,” though it occurs in the middle. Caro-Galvan v. Curtis Richardson, Inc., 993 F.2d 1500, 1504 (11th Cir.1993) (internal marks omitted). Thus, the court resolves the disputed issues on the basis of the preponderance of the evidence, without drawing any special inferences in favor of the plaintiff. Emerson Elec. Co. v. Farmer, 427 F.2d 1082, 1086 (5th Cir.1970) (discussing the former Rule 41(b)). The court retains discretion under Rule 52(c) to “decline to render any judgment until the close of the evidence.” The court declined to render judgment as to Jet until the close of evidence but granted Southern’s Rule 52(c) mid-trial motion for judgment on partial findings, stating the relevant findings and conclusions of law on the record. That ruling stands, and the court therefore will enter final judgment in favor of Southern for the reasons stated on the record at trial. The court now considers the claims against the remaining parties, Jet and Kerr. In rendering judgment following a nonjury trial, Rule 52(a) requires the district court to make specific findings of fact and to state conclusions separately. The rule “does not require a finding on every contention raised by the parties,” but requires the court to provide sufficient detail demonstrating that care was taken in ascertaining and analyzing the facts necessary to the decision and providing “sufficient particularity” to facilitate meaningful review. Feazell v. Tropicana Prods., Inc., 819 F.2d 1036, 1042 (11th Cir.1987). Thus, in accordance with the requirements of Rule 52(a), having heard and considered all of the testimony, evidence, and arguments presented at trial, the court now enters the following findings of fact and conclusions of law. FINDINGS OF FACT Background JDI, through its chief executive officer and sole member, Jared Isaacman, purchased a 1984 Cessna Citation Model 650 jet aircraft (“the Cessna Citation 650” or “the aircraft”) from Jet on December 5, 2005. Isaacman, who is now a licensed pilot and seasoned aircraft owner, had never owned or flown a plane in 2005; this transaction was his first aircraft purchase. Isaacman testified that he became interested in purchasing an airplane in the fall of 2005, after his company experienced a “liquidity event,” which made a large purchase prior to the end of the year desirable from a tax standpoint. Additionally, Isaacman wanted an aircraft for personal and business use and to earn business revenue as a certified charter aircraft pursuant to Part 135 of the Federal Aviation Regulations, when not in use by Isaac-man. Isaacman was initially interested in an aircraft offered for sale by Jon Kerr. Emails confirm that Isaacman and Kerr were engaged in discussions related to that aircraft in September 2005. Although Isaacman’s interest turned to different airplanes, he continued to rely on Kerr’s assistance to identify a suitable aircraft for him to purchase. In November 2005, Kerr identified the Cessna Citation 650 offered for sale by Jet, which suited Isaacman’s needs. The aircraft had recently undergone a Phase 1-5 inspection process at Southern. Kerr and Isaacman’s attorney, Don Dulac, negotiated a $3.2 million purchase price with Paul Watkins, Vice President of Acquisitions for Jet. Aircraft Negotiations and Purchase Agreement There is no dispute that Jet and Southern knew that Kerr was representing JDI during the negotiations and pre-closing inspection and repair process. (Doc. 245.) Emails show that on November 21, 2005, Kerr informed Isaacman of the Cessna Citation 650 and informed Watkins, Jet’s representative, that Isaacman was interested in it. (Plaintiffs Ex. 19.) The next day, November 22, Kerr sent an email informing Isaacman’s attorney, Dulac, about this aircraft, and Kerr began arranging financing. Email correspondence shows that within four days of identifying this aircraft, Kerr was discussing a fee arrangement with Watkins. Kerr and Watkins both testified that aircraft brokers often have trouble getting paid so they attempt to obtain payment for themselves from either side. Kerr had no written agency or broker agreement with Isaacman or JDI. He testified that he was instructed to communicate with Isaacman’s attorney, Dulac, because Isaacman was very busy. According to Kerr’s uncontradicted testimony, Dulac balked at Kerr’s customary five percent commission, which would have yielded Kerr approximately $160,000 on a purchase price of $8,200,000, and Dulac instructed Kerr to see if he could get the seller to pay his commission. Isaacman testified that he initially thought the seller would pay the broker fee. As negotiations continued, Kerr informed Dulac that he believed the recently performed Phase 1-5 inspection was sufficient to qualify as a pre-purchase inspection for the aircraft but that the aircraft’s flight and logbooks should be audited. (Plaintiffs Ex. 30.) By email on November 28, 2005, Isaacman advised Kerr that he had instructed Dulac to go forward with the deal and to make the required $50,000 deposit, but he preferred to get a “term sheet” first, meaning a preliminary agreement regarding the terms agreed upon. (Plaintiffs Ex. 34.) Dulac, however, had already begun preparing the purchase agreement and in his opinion, it was quicker and more efficient to proceed directly with a purchase agreement. (Defendant’s Ex. 139.) Dulac told Isaacman by email that he could complete the purchase agreement once they talked about the monetary terms and advised him that the only outstanding issue was “getting the plane into an inspection facility where it, the logbooks and maintenance records can be reviewed.” (Def.’s Ex. 139.) Dulac commented on the aircraft’s recent Phase 1-5 inspection, but advised, “if we don’t do a pre-purchase inspection, the risk is the incidence of airworthiness discrepancies between completion of the [Phase 1-5] inspections and today. Pm not competent to measure or quantify that risk.” (Def.’s Ex. 139.) The next day, November 29, 2005, negotiations continued. Kerr continued discussing a possible as-is purchase, the deposit, and his own potential fee with Watkins. In a series of email exchanges, Kerr stated he was ready to “pull the trigger on this deal” and asked Watkins if he would “mind signing a one page agreement” for Kerr’s “protection.” (Plaintiffs Ex. 37.) Watkins responded to Kerr’s request by email stating: I will sign an agreement that says we will pay you any money that is received that exceeds 3050m [$3,050,000] out of escrow at closing with the understanding that 3050m is our net price, the rest is Mr. Jon Kerr[’]s as we previously discussed. The terms are as is with a logbook research and someone coming to see the plane books and records, to verify all work performed. Send deposit, let[’]s get it done. (Plaintiffs Ex. 37.) However, on the same day, email discussions between Kerr, Du-lac, and Isaacman reflect that Isaacman was not interested in accepting an as-is purchase with only a records check. Kerr reported that the Cessna Service Center in Newburgh, New York, had confirmed that the recently performed Phase 1-5 inspections would qualify as a pre-purchase inspection, and he attached a quote from the Newburgh service center, confirming a quick turnaround, apparently for a logbook and cursory aircraft review. (Plaintiffs Ex. 50.) Kerr advised Isaacman to rely on the recently completed Phase 1-5 inspections and forego the greater expense of an extensive pre-purchase inspection, but Isaacman responded that, being new to this process, he preferred to insist upon a prepurchase inspection rather than risk encountering “surprises later on. Especially surprises in the air.” (Plaintiffs Ex. 50.) Isaacman stated in an email to Kerr, copied to Dulac, that he did not mind “paying a bit more to know the jet is perfect.” (Plaintiffs Ex. at 50.) This statement marks the beginning of a significant misunderstanding between Isaacman and his representatives — while Isaacman wanted a 1984 Cessna Citation 650 in “perfect” condition, Kerr and Dulac negotiated for the correction of “airworthy” discrepancies as per the common industry practice. Later the same day, Kerr reported back to Isaacman by email that the seller and Dulac were working on the contract language, and the pre-purchase inspection Isaacman wanted could be performed at the Newburgh service center. (Plaintiffs Ex. at 51.) Isaacman inquired whether the seller would come down on the price; Kerr responded that evening that the seller was “holding strong on the $3.2 number,” because the seller had “put over $200,000 in the airplane.” (Plaintiffs Ex. 51.) However, Kerr reported that the seller and Dulac had reached an agreement requiring the seller to correct any “airworthy discrepancies,” which Kerr explained “could be a big ticket item” if Cessna reported that the aircraft needed any major repairs. (Plaintiffs Ex. 51.) Kerr assured Isaacman he would be in Newburgh to monitor the inspection process. That evening (still November 29), email correspondence between Watkins and Kerr shows them continuing to discuss Kerr’s commission fee. Their emails are titled, “FINDERS FEE AGREEMENT,” with the first originating from Kerr and stating only, “See enclosed agreement,” though no such agreement is attached to the trial exhibit. (Plaintiffs Ex. 40.) Watkins responded with some very specific language to be added into “paragraph 1” of whatever agreement they were discussing and requested, “Please use this one and send back.” Watkins’ language detailed that the seller would receive a guaranteed net amount of $3,050,000; the purchase price would be $3,200,000, with the seller responsible for correcting airworthiness discrepancies; and Kerr entitled to the remainder of the $150,000 difference after Jet paid the Cessna repair bill for airworthiness discrepancies. Watkins explained that this was a good deal for Kerr because the seller had spent $250,000 on the plane already, assuring Kerr, “This is a good plane.” (Plaintiffs Ex. 41.) Kerr would be paid if the deal closed. Kerr expressed concern that, under this scenario, he could end up with nothing because a lot of discrepancies could mean “only the crumbs will be left.” (Plaintiff’s Ex. 48.) Kerr did not send back a final agreement with his next email but suggested they discuss the matter in the morning. No written fee agreement was introduced at trial. Watkins testified that he preferred that the broker’s fee arrangement be incorporated into the aircraft purchase agreement but that Dulac had rejected that proposal. On December 5, 2005, JDI and Jet entered into the aircraft purchase agreement, drafted by Isaacman’s attorney, Dulac. (Plaintiffs Ex. 67.) Although Isaacman had previously indicated he wanted the aircraft delivered in “perfect” condition, Dulac prepared and Isaacman signed a purchase agreement requiring the seller to repair only “airworthy” items (a term left undefined in the agreement but well understood by those in the aircraft industry). The agreement stated a purchase price of $3,200,000. Upon the buyer’s payment of a $50,000 deposit, the seller agreed to deliver the aircraft and its records to the Cessna Service Center in Orlando, Florida, to undergo a prepurchase inspection, the nature of which would be specified by the buyer. JDI agreed to bear the cost of moving the aircraft to the service center as well as the cost of the inspection and records review. The agreement further provided that following issuance of the inspection report, either side had the option to terminate the agreement by written notice, in which case the deposit would be refunded to the buyer. Specifically, if JDI was not satisfied with the aircraft based on the results of the inspection, it retained the option to refuse to purchase the aircraft, in which case the deposit would be refunded, or to decline to purchase until the seller cured any airworthiness discrepancies. If the seller refused to perform corrective measures, JDI had the option to purchase the aircraft “as-is” or elect to terminate the agreement with two days’ written notice. The agreement provided that on the date of closing and delivery, the buyer would execute a delivery acceptance form for the aircraft, acknowledging that the aircraft conformed to the requirements of the agreement. The agreement obligated the seller to deliver the plane in an airworthy condition, with a standard Certificate of Airworthiness issued by the FAA, with all systems operating in good order, and in compliance with all mandatory service bulletins and airworthiness directives under Federal Aviation Regulations. The agreement included a disclaimer of all other warranties. The purchase agreement did not reference payment of Kerr’s brokerage fees. Pre-purchase Aircraft Survey The aircraft was flown to the Cessna Service Center in Orlando for a pre-purchase aircraft survey, which experts agreed is not a formal inspection. The December 5, 2005, aircraft survey customer agreement signed by Isaacman requested a standard aircraft survey with some additional tests requested, and it named Kerr and Mary Scales, Kerr’s administrative assistant, as the customer contacts for the buyer. Chuck Farney of the Cessna Service Center in Orlando verbally suggested to Kerr that the buyer order a complete Phase 1-5 inspection process, but Kerr declined because, as he had discussed with Isaacman and Dulac, the plane had recently undergone a full Phase 1-5 at Southern. Farney testified that it is standard practice at the Orlando service center to recommend the Phase 1-5 inspections because not every issue can be identified on a pre-purchase a survey; however, he also confirmed that he did not imply to Kerr that Southern’s Phase 1-5 was insufficient such that Isaacman should not rely on it. Farney, on behalf of Cessna, kept both buyer (that is, Kerr, as the customer contact) and seller informed of the survey results as the process progressed. On December 8, 2005, the service center issued Cessna’s initial survey inspection report on the plane, listing 37 “discrepancies” or repair orders, some of which were merely cosmetic or minor and 12 of which were marked as airworthy concerns (these were marked by the letter “A” in the margin of the inspection report). (Plaintiffs Ex. 73.) Kerr, Dulac and Isaacman all received and reviewed this report. In response, Dulac, by email to Isaacman, outlined the contract options available to Isaacman upon receipt of this report, which included either (1) “walking,” i.e., terminating the purchase agreement due to the discrepancies found in the survey and obtain a refund of the deposit, or (2) accepting the aircraft on the condition that the “Seller corrects, at Seller’s expense, the noted airworthiness discrepancies.” (Plaintiffs Ex. 72.) Neither contract option required the seller to correct every discrepancy; the seller was required to correct only those considered airworthy. Dulac stated clearly in this email to Isaac-man that the first issue to resolve is whether “the non-airworthiness discrepancies are of such a nature that [Isaacman] does not want this aircraft.” (Plaintiffs Ex. 72.) Dulac suggested they speak with someone knowledgeable about the technical aspects of the aircraft to guide Isaac-man on how to proceed. Isaacman, aware that Kerr was not a mechanic, contacted Paul Schulte and Russell Lash of New World Aviation in Pennsylvania, the company chosen to manage the aircraft after its purchase, and asked them to review the report. In emails dated December 9, 2005, they advised that all of the items needed to be fixed to add the plane as a charter plane for New World Aviation. Lash indicated that he did not disagree with the airworthiness demarcations noted in the report, but stated it would be in Isaacman’s best interest to have all of the items repaired. (Defendant’s Ex. 51.) Isaacman responded that the owner had agreed to fix all items at his expense; Isaacman was satisfied that the issues identified were common repairs. (Defendant’s Ex. 76.) In another email, Isaac-man told Schulte and Lash that the owner had agreed to fix all items, “including the non-airworthy issues.” (Defendant’s Ex. 51.) These emails, which were not copied to Kerr or Dulac, further illustrate a basic misunderstanding on Isaacman’s part about the contract terms. Despite Dulac’s prior representations to Isaacman that the seller was responsible to correct “airworthy” items, Isaacman understood the agreement to require the seller to correct all items at its expense, although this is not how the contract reads. While Isaacman was deciding whether to proceed, email conversations continued between Watkins and Kerr. Kerr emailed Watkins that Farney (at Cessna) had informed him that one of the airworthy discrepancies (an “R/H bleed”) would require at least 40 hours of labor to correct. Kerr asked Watkins to call Farney about this, as Jet was the party responsible under the contract for ensuring that airworthiness repairs were completed; Watkins said he would. Kerr thanked him and added, “beat the crap out of him.” (Plaintiffs Ex. 74.) The next day, Kerr learned Cessna was quoting Jet a cost of $49,000 for the authorized repair work, which he thought was high. Kerr’s fee arrangement with Watkins undoubtedly gave him a strong incentive to ensure that the cost of the airworthy repairs remained as low as possible, and, indeed, Kerr asked Watkins if anything could be done to keep the cost low. Watkins replied, “whatever the bill ends up being at Cessna we’ll have to live with” it. (Plaintiffs Ex. 78.) Watkins was waiting for Isaacman’s election on whether to proceed with the airworthy repairs. Late Friday afternoon, December 9, 2005, Watkins urged Kerr to obtain Isaacman’s acceptance, and the next day, Watkins commented to Kerr, “oh to be you” — referencing the profit Kerr stood to make from Jet’s arrangement to pay Kerr the amount remaining of the $150,000 difference between the purchase price and net price after the repairs. (Plaintiffs Ex. 86.) On Monday, December 12, 2005, Isaac-man elected to proceed with the purchase and authorized Jet to proceed with the repairs. Isaacman told Dulac and Kerr in an email, “I want to make sure everything on that report from Cessna is fixed,” and asked whether he would receive some sort of “clean bill of health” or a revised report when the repair process was completed. (Plaintiffs Ex. 89.) Kerr testified that he understood this to mean correction of every “airworthy” item on the list, relying on the industry standard as he knew it, as well as the language of the executed purchase agreement. The Cessna service center proceeded to correct airworthy discrepancies. The prepurchase inspection and repair process involved Cessna first identifying items needing repair and marking those deemed airworthiness issues — the December 8 report — and then a period during which repairs would be validated and completed. All of the experts who testified at trial described this validation process as a normal give-and-take type of “haggling” between the parties and the repair shop based on the differing opinions about the best way to repair an item and/or the amount of labor required. Additionally, the experts agreed that issues often arise during the review of the aircraft’s historical records. Here, Isaacman had purchased a records review as part of the pre-purchase survey. According to the experts, some issues found in a plane’s records may be noted as airworthy discrepancies initially but may be later eliminated from the list after clarification of the issue by the aircraft’s owner or one familiar with the aircraft’s document history. Tony Vecchio, Jet’s Director of Maintenance, and James Wallace, President of Southern, who had previously worked for years as the General Manager of Cessna, traveled to Orlando to participate in this validation process. Isaacman did not send an aircraft mechanic to monitor the survey on JDI’s behalf but relied on Kerr and Cessna, the manufacturer and the one ultimately responsible for the inspection. Kerr testified that he, Dulac, and Isaacman agreed that James Wallace was a qualified Cessna mechanic capable of supervising the inspection. Kerr, who is not an A & P (“‘airframe and power plant”) mechanic, testified he was not at that time asked by either Isaacman or Dulac to participate in person at the inspection. According to Kerr, Dulac and Isaacman instructed him to “move along at a rather quick pace” with the inspection since Isaacman wanted to use the aircraft for the upcoming holiday season. Kerr asked a friend, Bill Hendrickson, whom Kerr said was involved in airline operations, to visit the Orlando service facility periodically during the inspection, which he did, and he advised Kerr that Cessna’s work on the aircraft was moving along. Satisfied with Hendrickson’s reports, on December 14, 2005, Kerr advised Dulac and Isaacman that everything was going well and that Watkins had “authorized all the work.” (Plaintiffs Ex. 97.) The next day, December 15, Kerr again assured Isaacman all was going very smoothly. As part of the validation process, Cessna generated a second discrepancy report dated December 13, 2005 (sent on December 16), which listed 114 discrepancies on the aircraft. The report was sent to Kerr on December 16. Email exchanges between Watkins and Kerr show their frustration over the added discrepancies on this list. Kerr wrote to Watkins that he was not happy about the new list — he had heard the bill might be over $50,-000 — and stated this was “not working out” as he had hoped. (Plaintiffs Ex. 100.) Watkins consoled Kerr, stating he thought Kerr could still receive between $90,000 and $100,000 on the deal. Notes from Watkins indicate he was working with Cessna to resolve the issues. Watkins testified that he wanted to clear up some of the paper work and parts traceability issues on the report with Cessna before Isaacman saw this intermediate list. Watkins acknowledged to Kerr that Cessna had “dug up some issues,” but he assured Kerr “this is a good plane.” (Plaintiffs Ex. 101.) Consistent with the testimony of the experts, Watkins testified that Cessna had a reputation for being quick to replace, rather than repair, items, and, as he noted in an email to Kerr, then “we[’]re stuck with it.” (Plaintiffs Ex. 102.) Although Kerr had no independent recollection of sending the report to Isaacman or Dulac, he testified that he and his secretary were in the habit of forwarding everything to Du-lac, Isaacman’s attorney. Isaacman was unclear about when he received this report but admitted he had seen it. On December 19, 2005, Dulac sent Isaacman the “Acceptance Certificate” to sign acknowledging acceptance of the aircraft, which was required under the purchase agreement for the seller to move forward with repairs. (Plaintiffs Ex. 114.) This made the deposit nonrefundable, subject to the seller’s timely completion of required corrective work. Isaacman, again clearly not understanding the purchase agreement, stated to Dulac, “I don’t know why I am providing an acceptance of the aircraft and dating it — when I have not received the aircraft or the final inspection/repair results from Cessna. I am providing this form with the understanding that it does not undermine any of my rights under the purchase agreement.” (Plaintiffs Ex. 36.) The same day, amid discussions regarding when to close the deal, Watkins wrote to Kerr, “Waiting on Cessna, will bust the[ir] chops tomorrow and keep you updated.” (Plaintiffs Ex. at 113.) On December 20, 2005, Kerr again assured Isaacman that all was proceeding smoothly, and closing should occur within the week, adding, “After speaking with Cessna, your jet is going to be in perfect shape. I don’t think they missed anything — great job on their part. The seller isn’t the happiest camper out there since he had to pay for the repairs — kudos to Don [Dulac] on that one.” (Plaintiffs Ex. 122.) On December 21, Kerr emailed Isaac-man, approaching him apparently for the first time about the possibility of arranging a commission for his work, informing him that “someone in my capacity usually gets 2-4 points for identifying an aircraft for purchase. In this case, I have not only identified and negotiated (at a wholesale price) the aircraft, but also ... set up and monitored” the pre-purchase inspection, secured financing, and named a customer willing to purchase 30-40 charter hours for the month of January. (Plaintiffs Ex. at 126.) Kerr also suggested to Isaacman that Kerr’s company could manage the aircraft for JDI. In a lengthy response, Isaacman regretted not discussing these issues sooner, as he preferred to work out details up front. Isaacman informed Kerr he had already promised the management of the plane to New World Aviation. Being new to this business, Isaacman said he had assumed the seller would pay Kerr’s commission, and added, “I have since learned that this is not the case.” (Plaintiffs Ex. 127.) Isaacman felt the requested commission was too high, and thus he attempted to negotiate for a lower fee by advising Kerr of his intent to sell the plane and buy another within twelve months and expressing a desire to use Kerr for those transactions as well. Isaacman asked Kerr to reconsider his commission request, bearing in mind the possibility of future transactions and that Isaacman would be a good client for Kerr. Kerr responded, “Some guys just markup the airplane from the seller to the buyer— I really didn’t want to do that. I’d rather be straightforward and upfront about everything.” (Plaintiffs Ex. 127.) Kerr told Isaacman that he had dealt with “one difficult seller” in this transaction who complained about the bill he had to pay to Cessna. (In fact, Kerr and Watkins both understood that the repair cost would come out of Kerr’s own potential commission from Jet, and this likely was Kerr’s motivation for turning to Isaacman in late December for part of his commission.) Isaacman ultimately agreed to pay Kerr $70,000 at closing. The final discrepancy list generated at Cessna Orlando on December 27, 2005, contained 124 discrepancies on the aircraft, with notations by each item indicating whether it had been corrected, “deferred,” or listed for “information only.” Of these 124 discrepancies, 21 items were listed as deferred and were not repaired. Watkins testified that the items deferred were deemed not airworthy or, in other words, optional to repair and that all airworthiness discrepancies were repaired. According to Watkins, the Cessna service center would not permit airworthy items to be deferred without a paper signature by the aircraft’s owner (Jet, in this instance) which would be forwarded to the purchaser of the pre-purchase survey (JDI/Isaaeman, in this instance). The Cessna bill for the corrective work totaled $78,686.61. The records indicate that James Wallace of Southern faxed the Cessna bill and the final discrepancy report (25 pages total) to Kerr’s assistant, Mary Scales, at Kerr’s office on December 28, 2005, at 10:51 a.m. (Plaintiffs Ex. 171.) There is no document showing that the report was forwarded on to Dulac and Isaacman, but Kerr stated that Dulac received the final report from his assistant, Mary Scales. In Du-lac’s deposition testimony, he said he did not receive it until early January 2006, which was after the December 29 closing date (the copy in Dulac’s file shows it was faxed from Cessna to MacConnell at New World Aviation on January 4 and then forwarded to Dulac by New World Aviation). Kerr testified that he instructed Mary Scales to forward everything to Du-lac and that it was her practice to do so; Scales agreed that it was her practice to forward all information to Dulac, though she could not recall whether she had forwarded the report that day. Notably, the repair bill was page number 3 of the 26-page final report packet faxed to Kerr’s office, and clearly both Dulac and Isaac-man knew the exact amount of the repair bill prior to closing. Isaacman recited the total in an email to Dulac at 5:05 p.m. on December 28 as part of a funding summary, instructing Dulac to provide wiring instructions to National City Corporate Air Capital. (Plaintiffs Ex. 138.) (By agreement of the parties, Isaacman paid the Cessna bill and was reimbursed at closing.) While it is possible that Mary Scales faxed only the bill to Isaacman and Dulac, extracted from the 26-page fax, it is more likely, in the court’s view, that Kerr’s office forwarded the entire final discrepancy report, which included the bill, to Dulac prior to closing in the ordinary course of business, regardless of whether Dulac actually saw it prior to closing. Closing On December 29, 2005, following completion of the pre-purchase survey and repairs process, the plane was flown from Orlando, Florida, to Wilmington, Delaware, for closing with an FAA certificate of airworthiness and without incident. Watkins was at his office that day, and he had advised Dulac that he was available for consultation if needed. Isaacman, Du-lac, and Watkins all participated in the closing by telephone, and Kerr attended in person in Delaware. According to Kerr, no one inquired about the final report, though they had to have known of its existence by this time, and he assumed they had received it. Isaacman admitted in his deposition testimony that he had seen the items that were listed on the final report and knew these problems existed prior to closing; he just had not seen the final report with comments showing that some of the items had been deferred and not repaired. (Isaacman’s Depo. at 72.) At closing, Kerr conducted a walk-around inspection of the aircraft and noticed and reported a problem with the front nose tire tread. Watkins testified he had noted this as well and had been concerned about it but ultimately did not fix it because it was not considered an airworthy problem. Kerr testified that he called Dulac and Isaacman about the problem because he considered it significant, and was told to proceed with closing in spite of it. Kerr also testified that Watkins agreed to fix it at Jet’s expense. Isaacman admitted that Kerr reported this problem to him and Dulac before the deal closed but he was not concerned about it; the closing proceeded as scheduled. JDI paid Jet $3,200,000. Jet retained $3,050,000 of the purchase price, paid Cessna $78,686.61 for the repairs, and paid Kerr the remaining $71,313.39 — representing the $150,000 difference between the purchase price and Jet’s net price, less the cost of repairs. Kerr also received $70,000 from Isaacman following the closing. Isaacman Discovers Deferred Defects Immediately after the closing, Isaacman had the aircraft flown to New World Aviation in Allentown, Pennsylvania, in preparation for his first trip in the plane. After some initial minor repairs, Isaacman and friends flew to Atlantic City. He also flew to Florida and California and back within the first few days after closing. Although the plane operated normally and without incident, the pilots on one of the first trips noted some “squawks,” or minor items needing repair. The pilots did not ground the aircraft or deem it unairworthy but continued on the scheduled trips. Nonetheless, Isaacman was unhappy that the items had not been repaired at the Cessna Service Center during the pre-purchase inspection survey process. He emailed Dulac on January 1, 2006, to inform him there were some problems with the plane and to inquire regarding possible recourse against the seller due to the outstanding defects. Dulac again explained to Isaac-man that the contract required Jet to correct only “airworthy” deficiencies, but Isaacman insisted he wanted everything fixed. According to Isaacman, he first learned that some items on the deficiency list had been deferred instead of repaired when he received an email from New World Aviation upon landing in California a day or two after the closing. Isaacman denied having previously seen the final inspection report and expressed surprise at finding that it listed many items as deferred instead of repaired prior to closing. In his deposition, however, Isaacman admitted he knew of the problems that existed with the plane (he had assumed everything would be fixed) but had not seen the final report showing that some items were deferred instead of repaired. (See Isaacman’s Depo. at 62-72.) After the initial flights, Isaacman had New World Aviation inspect the aircraft. On January 12, 2006, New World mechanics compiled a list of 46 items needing repair and its chief inspector grounded the plane on the basis of these discrepancies. After obtaining a special ferry permit, New World transported the plane to the Cessna service center in Newburgh, New York. At JDI’s expense, the Cessna New-burgh service center performed a complete Phase 1-5 inspection process and repaired all outstanding deficiencies by February 15, 2006. Opinions on Airworthiness JDI submitted the expert opinion of James MacConnell. MacConnell was employed as a chief inspector by New World Aviation at the time Isaacman purchased the Cessna Citation 650, and it was his decision to ground the plane on January 12, 2006. MacConnell said he noticed problems with the aircraft when it arrived after its purchase and that New World Aviation began fixing the pilot “squawks” in early January. MacConnell decided that the problems were too numerous. He thus grounded the plane in mid-January and sent it to the Cessna Newburgh service center for repairs and a new complete Phase 1-5 inspection. Although MacConnell conceded Cessna Orlando’s pre-purchase inspection survey was quite extensive for a survey, he nonetheless felt that a Phase 1-5 inspection would have been a more appropriate prepurchase inspection. MacConnell explained that there is no certified inspection known as a pre-buy and said that a survey inspection, such as Isaacman purchased from Cessna Orlando, is based on conjecture and opinion. At trial, MacConnell agreed with the testimony of other mechanics that there was nothing improper about the seller overseeing the inspection and participating in the validation process to ensure the inspection facility did not replace items that did not need replacing or to answer questions about the aircraft’s logbooks and maintenance records. MacConnell also freely acknowledged that there is commonly a give-and-take negotiation process between a buyer and seller over repair issues; “they always end up banging heads somewhere along the line until they come to a decent mediation.” However, the survey provides only a view of the aircraft’s general health or condition and does not certify airworthiness. MacConnell explained the Phase 1-5 inspection process generally, stating that the Phase 1-4 inspections are due every 24 months and the Phase 5 extended inspection program is due every 36 months. He acknowledged there had been only 25 to 30 hours of flight time between Southern’s Phase 1-5 inspection begun in late summer 2005 and the Cessna Orlando pre-purchase survey in December 2005; yet he stressed there was a surprising number of deficiencies noted by Cessna Newburgh. According to MacConnell, the items deferred and not repaired at the Orlando Cessna Service Center rendered the plane unairworthy. One of his major concerns involved the main cabin door. Cessna Orlando had replaced a secondary seal on the door, but MacConnell, relying on a report generated subsequent to the closing, deemed the door an airworthy issue because it was stiff to operate. Watkins testified that the cabin door was operational when the plane left Orlando, noting that Jet had paid Cessna Orlando to replace the worn portions of the seal. When MacConnell sent the plane to Cessna Newburgh for repairs in January, requesting adjustments to improve the fit of the door, Jeffrey Rich, a mechanic at Cessna New-burgh, stated in an email dated May 11, 2006, that he had found the door to be difficult to open and close from inside the cabin, but said: “To state the door was unairworthy upon arrival would be a gross overstatement. The door operated safely, albeit not as smooth as the customer wanted.” (Defendants’ Ex. 101.) MacConnell noted additional concerns, including items such as the worn nose tire, landing gear indicator lights that would not dim, a fuel gage that had reported an incorrect reading, loose flap handle covers, and a broken connector on the copilot’s side window, among others. Although the nose tire was worn beyond limits at delivery and had to be replaced, Isaacman accepted the plane with full knowledge of the problem. MacConnell acknowledged that the inability to dim the landing gear indicator lights would only annoy a pilot. The faulty fuel gauge indicator light was on an auxiliary tank, not the main tank, and MacConnell acknowledged that it was an intermittent problem. MacConnell was concerned that the loose flap handle cover could have caused problems during deployment of the landing flaps, which are necessary for flight operation, and that a broken connector on the copilot’s side window could have interfered with the de-icing capabilities on that side of the plane, also a potential “inflight” problem. JDI also presented the expert report and deposition testimony of Wayne Garner, president of Big Sky Aviation and an A & P mechanic. Garner stated that Cessna Orlando missed one airworthy discrepancy, that is, wear and deterioration in the main cabin door. In his opinion, “almost every one of the[ ] deferred items would render the plane not airworthy within the exacting standards of the [FAA];” and he also stated the plane would have failed an FAA “visual or ramp inspection” at the time it left Orlando. (Plaintiffs Ex. 178, at 3.) Garner noted that Cessna Orlando’s records check failed to disclose that the engine mounts and bolts had been changed, and thus, the age of these parts could not be verified. Garner explained that under industry standards, such a record-keeping defect rendered the plane unairworthy. Garner speculated that the plane must have been in an unairworthy state when it left Orlando because it was “placed on a ferry permit immediately following the sale.” (Plaintiffs Ex. 178, at 3.) Jet’s expert, Dan Scanlon, disagreed with JDI’s experts with regard to the plane’s airworthiness. According to Scanlon, all airplanes have a good deal of built-in redundancy with multiple pieces of equipment capable of performing the same tasks. Thus, in his opinion, the failure of one piece of equipment does not necessarily mean that the aircraft is unairworthy. He explained that the FAA produces a master minimum equipment list (“master MEL”) designating the equipment that must be functional on an aircraft, and an aircraft is airworthy in the eyes of the FAA if it meets the master MEL. Basing his opinion on the master MEL for the Cessna Citation III and his review of the evidence, Scanlon testified that he believed the aircraft was airworthy when delivered at closing on December 29, 2005. Scanlon reviewed the final discrepancy report and thoroughly explained how each problem identified by JDI was not an airworthy issue at the time of closing. Regarding the cabin door, Scanlon said that to be airworthy the door must function so it can be opened quickly, and it must hold pressure. His review of the record indicated that all complaints about the door prior to delivery related to closing the door and, in his opinion, difficulty in closing the door does not indicate an air safety concern once the door is closed. In Scanlon’s opinion, Cessna doors are often hard to close because of their design, and it was even possible that this main cabin door functioned differently in December than it did in January when New World Aviation noted a problem. Scanlon noted that no pilot had a concern about door safety before the plane left Orlando or on the trip to Delaware for the closing. He further noted that Cessna Orlando replaced a secondary door seal which, in his opinion, was not an airworthiness concern because it was not the main seal. According to Scanlon, the other items of concern to JDI and discussed by MaeConnell, and noted by Garner, were minor, such as intermittent problems with a reserve fuel tank indicator light; dimmer switches that would be only an annoyance to a pilot but not a hazard; various caps and covers that did not involve safety issues; and light bulbs needing replacement. Scanlon testified that none of the items deferred and not repaired on the final report affected the plane’s airworthiness status. He further concluded that the seller went beyond its obligation by authorizing and paying for several items that he did not consider airworthiness concerns. While Scanlon initially noted a problem tracing the engine mounts in the aircraft’s maintenance records, he testified that he had since learned from Herb Michael, Southern’s chief inspector that the engine mounts were in fact new within the last year, which was within the 10,000 hour limit for the parts, eliminating any airworthiness problem in the documentation. Anthony Vecchio, director of maintenance at Southern, and his chief inspector, Herb Michael, testified at trial and by deposition. They participated in the verification process during the pre-purchase survey and the records review at Cessna Orlando. Vecchio and Michael each testified that from their experience and observations of the aircraft and its records, the plane was airworthy when it left Orlando, and the cabin door was working satisfactorily when the plane left Southern. Michael had been in and out of the plane a number of times for various inspections at Southern and had not noticed a problem with the door’s operation. He testified that Cessna Orlando repaired a seal on the door frame, which he explained was a secondary seal to keep rain water from entering the plane; it was not the main pressurization seal. Vecchio stated if there was any question that the door was an airworthy item when it left Orlando, he would have expected it to be written up by Cessna. Consistent with the opinion of all the mechanics who testified, Vecchio said that Cessna is known for doing more work than is necessary and charging more for that work. Neither Vecchio nor Michael advised or heard anyone attempt to influence a Cessna mechanic to hide any discrepancies on this aircraft. Both testified that when a mechanic identifies an airworthy problem, it is always noted and there is no negotiation over whether to report it. They each testified that discussions may occur regarding the best option for resolving a discrepancy, such as whether a part should be repaired or replaced, because there are ways to keep costs down, but, as Michael testified, a discrepancy is either fixed or the owner is required to sign off that it has not been repaired. Vecchio testified similarly that in his opinion, an A & P mechanic would not bypass an airworthy item on a plane to save someone money because the mechanic must sign for the work he does, and his work also must be approved by a chief inspector. Vecchio stated, “We cannot jeopardize the repair station to lose its license over some guy wanting to save a few.” When asked about Cessna’s recommendation for a complete Phase 1-5, as opposed to the survey done, Vecchio testified that it would have been redundant to perform another Phase 1-5 inspection so shortly after Southern had performed it because this type of inspection is ordinarily performed every 36 months or 1200 hours, whichever comes first. The record establishes that there had been less than 6 months and only 25-30 flight hours since Southern had performed a Phase 1-5 on this aircraft. Chuck Farney from Cessna Orlando testified by deposition that it is standard practice at Cessna Orlando to recommend a full Phase 1-5 inspection; he said “You can’t inspect the whole airplane on a survey.” He said that Kerr signed off on that suggestion because this aircraft had recently undergone a Phase 1-5 at another maintenance facility. In response, Farney told Kerr that was not the same as having the inspection done by Cessna (reputed to be the gold standard), but he testified that he did not mean to imply that the recently performed inspection was unreliable. According to Farney, he and Kerr spoke frequently about the scope of the work and what was happening during the survey inspection process, and he verified that the cabin door was operational. Farney stated that the work Cessna performed on the aircraft during the pre-purchase survey inspection was airworthy, and as far as he was aware, Cessna Orlando repaired all the airworthiness issues it discovered. CONCLUSIONS OF LAW There is no dispute that Florida law governs this diversity suit. Breach of Contract and Implied Covenants Breach of contract requires proof of three elements: (1) a valid contract; (2) a material breach; and (3) damages. Rollins Inc. v. Butland, 951 So.2d 860, 876 (Fla. 2d DCA 2006). JDI argues that Jet breached the aircraft purchase agreement by interfering with the pre-purchase inspection process, contrary to its duty of good faith and fair dealing, resulting in its delivery of an aircraft with significant defects. “The implied covenant of good faith and fair dealing applies to every contract.” Meruelo v. Mark Andrew of Palm Beaches, Ltd., 12 So.3d 247, 250 (Fla. 4th DCA 2009). The purpose of the implied duty of good faith is to protect the reasonable commercial expectations of the parties, and it usually becomes an issue when there is an express contractual obligation over which one party has sole discretion. Id. at 251. A party’s breach of the covenant of good faith is not an abstract concept independent of the contract terms but “must relate to the performance of an express term of the contract.” Id. at 250 (internal marks omitted). “Under Florida law, a party breaches this implied covenant by a failure or refusal to discharge contractual responsibilities, prompted not by an honest mistake, bad judgment or negligence; but, rather by a conscious and deliberate act, which unfairly frustrates the agreed common purpose and disappoints the reasonable expectations of the other party.” Tiara Condominium Ass’n, Inc. v. Marsh & McLennan Companies, 607 F.3d 742, 747 (11th Cir.2010) (internal marks omitted). The evidence does not support JDI’s claim that Jet interfered with the pre-purchase inspection process. The purchase agreement placed JDI in control of the pre-purchase inspection, and JDI alone arranged for the inspection/survey to be conducted by Cessna mechanics at the Cessna Orlando service center. Isaacman, Kerr, and Dulac agreed that Jim Wallace, a mechanic at Southern, was qualified to oversee the pre-purchase survey. More importantly, there is no evidence of any collusion by Jet to cover up airworthy concerns; Cessna itself was in control of the survey. The evidence shows that Cessna mechanics found more discrepancies as the pre-purchase process progressed, a common occurrence in the industry, and that Jet, which was responsible for payment of airworthy repairs, proceeded to validate and authorize repair of those discrepancies deemed airworthy by Cessna mechanics, in accordance with the common industry practice. All of the mechanics who testified agreed that it is common practice for sellers and buyers in the aircraft market to engage in this type of haggling over the cost of repairs and the best method of repair. Additionally, all agreed that record-keeping discrepancies can often be cleared up with further discussion and examination of the aircraft’s records by someone already familiar with them, i.e., the seller. Moreover, the evidence shows that mechanics exercise judgment in determining whether a discrepancy involves an airworthy concern, and opinions may differ, as with most inspections. Although judgment and opinion surely played a part in Cessna’s inspection, there is no evidence in this record from which to even infer that anyone from Jet convinced a Cessna mechanic to change or ignore an airworthy designation. To the contrary, the evidence shows that Jet actually authorized, and paid for, the repair of some items that were not deemed airworthy by Cessna. The aircraft purchase agreement required Jet to deliver the aircraft in an airworthy — not perfect — condition on the day of closing. The aircraft purchase agreement did not define the term “airworthy” nor did it specify who would decide whether or not a discrepancy was airworthy if a dispute arose. The agreement simply warranted that the aircraft would be delivered in an airworthy condition with an FAA certificate of airworthiness. See Fla. Stat. § 672.313(l)(a) (stating a promise made by the seller “which relates to the goods and becomes a part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise”). The court is convinced from the evidence of record that Jet delivered the aircraft in conformance with the contract. In fact, the only evidence of a possible airworthy defect in the aircraft at the time of delivery was a bald nose tire, which JDI had full knowledge of and agreed to accept and according to Kerr, Watkins agreed to fix. The court accepts the testimony of Jet’s well-qualified expert, Scanlon, that there were no other airworthy defects at the time of delivery. During trial, Scanlon addressed each deferred defect that JDI’s expert, MacConnell, had indicated was a concern and credibly explained why none of the items presented an airworthiness problem. Notably, Scanlon rejected the primary concern about the main cabin door being difficult to close on grounds that no one had reported difficulty opening the door, which would have been an airworthy problem. Additionally, Scanlon relied on the fact that no pilots had noted airworthy defects or grounded the plane on Isaac-man’s trips immediately after closing. According to Scanlon, if the pilots thought the door was not closing or sealing properly, as noted in the later reports from Cessna Newburgh, they would have noted the problem and immediately grounded the plane instead of flying it to Delaware for the closing or on Isaacman’s first trips after closing. Also, the door was working satisfactorily according to Michael of Southern and Farney of Cessna Orlando. The plane was not grounded until mid-January 2006, and then by MacConnell, not a pilot. The court finds that the aircraft was delivered in an airworthy condition, fulfilling the express warranty of airworthiness required in the contract, and Jet did not breach a duty of fair dealing. To the extent JDI claims breach of implied warranties of merchantability, the claim is without merit because all implied warranties were effectively waived. A seller may exclude implied warranties by an express and conspicuous provision referring to either the implied warranty of merchantability or implied warranty of fitness. Fla. Stat. § 672.316(2). The disclaimers of implied warranties in the aircraft purchase agreement are plain and conspicuous, set forth in a separate paragraph with bold font and capital lettering. Additionally and notably, JDI accepted the aircraft at closing after a reasonable opportunity to inspect it. Acceptance of goods occurs when the buyer, after a reasonable opportunity to inspect them, signifies that the goods are conforming or will be accepted despite a nonconformity; or if the buyer fails to make an effective rejection after having a reasonable opportunity to inspect the goods. Fla. Stat. § 672.606. An acceptance with knowledge of a nonconformity cannot be revoked because of that nonconformity. Fla. Stat. § 672.607. Furthermore, when a buyer has examined goods before entering into the contract or has refused to examine the goods, there is no implied warranty with respect to defects that the examination should have revealed. Fla. Stat. § 672.316(3)(b). JDI was permitted ample time to inspect prior to the deposit becoming nonrefundable, at any time during Cessna’s performance of the survey and repair work, and again upon delivery on the day of closing. JDI ordered and paid for the independent inspection undertaken at the Cessna Orlando service center, specified the nature of the inspection to be completed, and relied on that independent process. Instead of sending a mechanic from New World Aviation to personally inspect the aircraft or to monitor the inspection process, JDI relied on Kerr, knowing he was not a mechanic, as well as Wallace. JDI accepted delivery at closing following a reasonable opportunity to inspect and cannot now revoke the contract on the basis of an alleged nonconformity. Tortious Interference JDI also argues that Jet tortiously interfered with its relationship with Kerr. The elements of tortious interference with a contractual relationship are (1) the existence of a contract; (2) the defendants’ knowledge of the contract; (3) the defendants’ intentional procurement of the contract’s breach or interference with the contractual relationship; (4) the absence of any justification or privilege; and (5) damages. See Fla. Tele. Corp. v. Essig, 468 So.2d 543, 544 (Fla. 5th DCA 1985). According to JDI, the evidence at trial established that Kerr was in fact an agent of Jet at the same time he served as JDI’s agent, unbeknownst to JDI, and that Jet thereby interfered with the agency relationship between JDI and Kerr. The court disagrees. “ ‘[I]t is well established that an agent for one party to a transaction cannot act for the other party without the consent of both principals,’ ” and if the agent acts in a dual capacity without consent of both, “ ‘the transaction is voidable as a matter of public policy.’ ” Lerer v. Arvida Realty Co., 134 So.2d 798, 799 (Fla. 2d DCA 1961) (quoting Taborsky v. Mathews, 121 So.2d 61, 62 (Fla. 2d DCA 1960) & citing 2 Am.Jur. Agency § 265). Also, where a third party interferes with the agent of another with knowledge that the agent is violating his obligations to the principal, the third party may be held jointly liable with the agent for the secret profits. Martin Co. v. Commercial Chemists, Inc., 213 So.2d 477, 480 (Fla. 4th DCA 1968), cert. denied, 225 So.2d 523 (Fla.1969). This joint liability applies unless the third party reasonably believes that the other principal acquiesced in the double employment. Id. Dual agency, therefore, is not prohibited as a matter of law as long as the principals are fully advised and consent. Wolfe v. Aetna Ins. Co., 436 So.2d 997, 1000 (Fla. 5th DCA 1983). However, to find a dual agency relationship, there must be evidence of control by the principal over the agent. See Goldschmidt v. Holman, 571 So.2d 422, 424 n. 5 (Fla. 1990); State v. Am. Tobacco Co., 707 So.2d 851, 854 (Fla. 4th DCA 1998). The court cannot conclude by a preponderance of the evidence at trial that Kerr was in fact acting as Jet’s secret agent during the pre-purchase inspection process. Isaacman initially had assumed that the seller would pay Kerr’s fee. According to Watkins, aircraft brokerage fees are structured in different ways, depending on the deal; sometimes the buyer pays and other times the commission fee is split between buyer and seller. Here, JDI’s attorney, Dulac, instructed Kerr early in the process to first see what fee he could obtain from the seller before asking Isaacman for a commission, which is precisely what Kerr did. There is no evidence that Jet instructed Kerr to keep their fee arrangement a secret. Watkins explained at trial that the broker’s fees are usually set forth in the aircraft purchase agreement but that Dulac rejected the idea of including Kerr’s fee in the purchase agreement, indicating that Dulac was aware of the arrangement. Dulac’s knowledge is appropriately imputed to Isaac-man. See generally, Anderson v. Walthal, 468 So.2d 291, 294 (Fla. 1st DCA 1985) (noting it is settled law that knowledge of an agent “while acting within the course and scope of his employment, and when it is in reference to matters over which the agent’s authority extends,” is imputed to the principal). JDI argues that the emails from Watkins, asking Kerr to hold off on showing the buyer (Isaacman) the December 16 discrepancy list, coupled with the fact that Isaacman did not receive the final December 28 list prior to closing, indicate that Jet exercised some measure of control over Kerr. This is sheer speculation on JDI’s part. Isaacman signed the acceptance form on December 19, making the deposit nonrefundable, at the urging of his attorney, Dulac, not Kerr. Isaacman additionally admitted that he saw the intermediate discrepancy list showing all of the problems with the airplane but said he did not see the final list noting that some items were deferred instead of repaired. Watkins explained that his concern with the buyer seeing the December 16 list right away was merely that he knew some of the discrepancies could be cleared up first. Watkins explained that some record-keeping and parts-tracking questions show up as discrepancies initially but can be eliminated after further clarification by the seller, who is more familiar with the aircraft’s history and records. Watkins simply wanted time to engage in that validation process prior to the buyer seeing all of the items listed. Witnesses for both JDI and Jet with experience in the prepurchase inspection process agreed that the validation of noted deficiencies is an ordinary and natural part of the process. By asking Kerr to hold off on showing the December 16 report to Isaacman, Watkins was not thereby exercising control or influence over Kerr but doing his own job to monitor and correct the discrepancies for the seller. The record thus fails to establish that Watkins intended to interfere with Kerr’s agency with JDI by causing Kerr to fail to disclose the final report. Kerr’s commission from Jet was contingent only on the completion of the deal and the costs of airworthy repairs being less than $150,000 (what remained of that amount would go to Kerr). Additionally