Circuit Judge Gerald Tjoflat, writing for a panel that also included Circuit Judges Kevin Newsom and Andrew Brasher, opened the 49-page opinion with the line, "Not all ventures strike gold; some strike sinkholes." The three contractors formed the Skanska-Granite-Lane joint venture, or SGL, to expand a 21-mile stretch of Interstate 4 between Tampa and Daytona Beach. SGL's winning bid projected $255 million in profit, but hurricanes, a labor shortage, inflation, and a sinkhole so large SGL "couldn't find the bottom" turned the venture into a loss exceeding $500 million by the time trial began in 2023.
Lane's fiduciary duty claim rested on a common parent shared by Skanska and the project's concessionaire, I-4 Mobility Partners. Skanska AB owned both Skanska and, through Skanska Infrastructure Development, a 50% stake in I4MP, which received milestone payments from the Florida Department of Transportation and a 40-year maintenance contract valued at roughly $75 million per year. Lane alleged Skanska's resistance to pursuing an exit reflected its parent's interest in preserving those payments.
Lane pushed its partners to pursue a "Termination Request," an avenue first sketched by outside counsel at Holland & Knight and later expanded by Michael McNamara of Pillsbury Winthrop Shaw Pittman, who argued the approach could force I4MP to assume SGL's construction obligations. Skanska rejected that reading. Holland & Knight ultimately concluded McNamara's position was "unsupportable" after it tracked down the Design Build Agreement's drafting attorney, who confirmed the Assignment Provision "contain[ed] a scrivener's error." VLP, a second outside firm, separately warned that I4MP likely could not terminate the concession agreement until the project had already been delayed for 180 days and cautioned that the Termination Request would have "serious consequences."
When Skanska and Granite negotiated a $125 million settlement with the Florida Department of Transportation in April 2020, Lane voted against it and stopped paying capital calls beginning with a January 2021 call for $21 million. Lane sued Skanska for breach of fiduciary duty; Skanska and Granite countersued for breach of contract.
The panel affirmed summary judgment on the contract claims, holding Lane's failure to pay was a material breach notwithstanding technical deficiencies in how Skanska invoked its unilateral authority under JVA § 4.3(b). "Much like McNamara's theory on termination, this view is 'unsupportable,'" Tjoflat wrote of Lane's procedural arguments. The court applied Florida's doctrine of substantial performance and held the JVA's indemnity provisions "beyond any shadow of a doubt" required Lane to reimburse its partners.
On the fiduciary duty claim, the panel affirmed on different grounds than the district court. Tjoflat wrote that the district court's conclusion that harm — not conflict — was dispositive is "difficult to square with the plain language" of the Florida Revised Uniform Partnership Act. The opinion flagged an open question about whether a fairness defense should be read into FRUPA, noting that the Uniform Law Commission's 2013 harmonized act codifies such a defense but Florida has not adopted it. "If our disposition hinged on the existence of a fairness defense, we might certify the question to the Florida Supreme Court," Tjoflat wrote.
The panel resolved the case instead on whether Skanska acted "as or on behalf of" a party with interests adverse to SGL under Fla. Stat. § 620.8404(2)(b). It held Lane failed to show any such conflict. "The record reveals that rejecting termination was not just fair to the partnership—it was the only sensible option," Tjoflat wrote, adding that Lane's pleas had "fallen on deaf ears, being rejected by Skanska, Granite, Holland & Knight, VLP, the drafter of the DBA, the District Court, and now this Court."
The court also affirmed prejudgment interest at Florida's statutory rate of roughly 8.5%, rejecting Lane's argument that JVA § 8.2 provided the exclusive mechanism. Skanska received approximately $7.5 million and Granite approximately $6 million in prejudgment interest on top of the $49 million and $30 million awards, respectively.
Newsom filed a special concurrence joining Parts I, II, and IV and most of III.C but declining to join the discussion of FRUPA's loyalty duty and the unresolved fairness defense question. Newsom wrote that "federal appellate courts should issue fewer alternative holdings."
The court denied Skanska's motion to strike portions of Lane's reply brief and Lane's alternative motion to supplement the record.