The dispute centered on a joint venture called SGL, formed in 2014 by Skanska, Granite, and Lane to reconstruct a twenty-one-mile stretch of Interstate 4 between Tampa and Daytona Beach. The project, structured as a public-private partnership, initially projected $255 million in profit. Hurricanes, inflation, a labor shortage, and a sinkhole that engineers "couldn't find the bottom" of contributed to losses exceeding $500 million.
Lane's then-CEO Robert Alger described the losses as "almost unheard of in the United States," noting that "people don't lose money like that."
As losses mounted, Lane's parent company WeBuild pushed for SGL to send a "Termination Request" to concessionaire I4MP, seeking to invoke termination rights under the concession agreement with the Florida Department of Transportation. Lane's outside counsel Michael McNamara at Pillsbury Winthrop Shaw Pittman separately argued that an assignment provision in the design-build agreement would relieve SGL of its construction obligations upon termination. SGL's own counsel at Holland & Knight called McNamara's positions "unsupportable" and said "it would be reckless" to pursue the Termination Request. Holland & Knight tracked down the contract's drafting attorney, who confirmed the provision Lane relied on "contain[ed] a scrivener's error."
Internal emails entered into the record showed Alger warning WeBuild leadership: "We will be blackballed in the US if we continue on the path that we are on, but if that is what you choose then so be it. It has already begun."
Writing for the panel, Circuit Judge Tjoflat found the Termination Request would have required I4MP to pass it along to FDOT despite all financial incentives to the contrary, FDOT to accept the notice instead of fighting it in court, and FDOT to voluntarily release SGL from the design-build agreement instead of exercising its step-in rights. The panel found that Skanska acted in SGL's best interest by rejecting termination and negotiating a $125 million settlement with FDOT instead.
Lane sued Skanska for breach of fiduciary duty in January 2021 and simultaneously stopped paying capital calls. Skanska and Granite countersued for breach of contract. After a ten-day bench trial, the district court ruled for Skanska and Granite on the contract claims and found no breach of fiduciary duty by Skanska. The district court wrote that choosing negotiation over the Termination Request was "a no-brainer, not a breach."
On the fiduciary duty claim, the Eleventh Circuit affirmed but on different grounds. The panel held that Florida's Revised Uniform Partnership Act governed SGL and that the joint venture agreement did not modify the statutory duty of loyalty. The panel found no cognizable conflict of interest, noting that Granite — which held the same financial position as Lane — also voted against termination, funded the project, and sided with Skanska in litigation.
The panel left open whether Florida partnership law recognizes a "fairness defense" to breach of loyalty claims, noting it is an unanswered question for the Florida Supreme Court. Circuit Judge Newsom concurred separately, joining the result but declining to join the sections analyzing Florida partnership law that he viewed as unnecessary to the decision. Circuit Judge Brasher joined the majority opinion in full.