The Lane Construction Corp. v. Skanska USA Civil Southeast, Inc.
After the I-4 Ultimate Project joint venture (SGL) plunged into more than half a billion dollars of losses, member Lane sued managing party Skanska for breach of fiduciary duty over Skanska's refusal to send a contractual 'Termination Request,' and stopped paying mandatory capital calls. The Eleventh Circuit affirmed summary judgment and an $80 million judgment (plus statutory prejudgment interest and indemnity) for Skanska and Granite on their contract counterclaims, and affirmed the post-trial finding that Skanska did not breach its duty of loyalty — though on different grounds, holding FRUPA's statutory duty of loyalty (not the JVA's good-faith/standard-of-care clauses) governed, and expressly leaving open for the Florida Supreme Court whether FRUPA recognizes a fairness defense to a conflicted transaction.
Key facts
- Lane Construction Corp. and its co-members sued managing venturer Skanska USA Civil Southeast, Inc. over the I-4 Ultimate Project joint venture, which incurred over $500 million in losses.
- Lane claimed Skanska breached its fiduciary duty of loyalty by refusing to send a contractual 'Termination Request' and subsequently stopped paying mandatory capital calls.
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Why it matters
This is the Eleventh Circuit's most extensive treatment of FRUPA's duty of loyalty and § 620.8103's limits on contractual modification, and it flags as an open question for the Florida Supreme Court whether a conflicted… — full analysis with a trial
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