In Lane Construction Corporation v. Skanska USA Civil Southeast, Inc., et al., ___ F.4th ___, 2026 WL 1018146 (11th Cir. April 15, 2026) the Eleventh Circuit rejected Lane Construction’s attempt to avoid millions in losses related to its involvement in a $2.3 billion construction project, finding that that Lane’s breach of fiduciary duty allegations were mere pretext to avoid its obligations.
The case arose from the “I-4 Ultimate Project,” a public-private partnership to expand 21 miles of Florida’s Interstate 4 highway. Pursuant to the public-private partnership, the private concessionaire I-4 Mobility Partners OpCo LLC (“I4MP”) funded and assumed responsibility for completing the project for the Florida Department of Transportation (“FDOT”). I4MP selected SGL, a joint venture formed by Lane Construction Company (“Lane”); Skanska USA Civil Southeast, Inc. (“Skanska”); and Granite Construction Company (“Granite”), as the project contractor.
SGL and I4MP entered into a Design Build Agreement (“DBA”) for SGL to complete the project in six years for $2.3 billion. The DBA provided for liquidated damages in the event of late completion and uncapped liability in the event of abandonment by SGL.
By 2018, due to numerous delays and unforeseen circumstances, SGL projected it would lose $108 million on the project. SGL consulted several law firms to assess its termination options, although the DBA excluded termination rights on behalf of SGL. Despite the lack of termination rights, SGL considered requesting that I4MP invoke its termination rights with FDOT and assign SGL’s obligations to FDOT pursuant to the DBA’s Equivalent Claim provision which required I4MP to exercise good faith and reasonable efforts to enforce its rights for SGL’s benefit under its concession agreement with FDOT. Multiple law firms expressed skepticism, informing SGL that I4MP and FDOT had strong grounds to challenge the request, likely leading to costly litigation. Lane continued to insist on termination, but Skanska and Granite refused on the grounds that the request was untenable.
After Skanska and Granite refused to request termination by I4MP, Lane sued Skanska for breach of fiduciary duty and gross negligence. Lane refused to make capital contributions to the project while the litigation was pending, and Skanska asserted counterclaims for breach of contract and indemnity for reimbursement. After a bench trial, the District Court ruled for Skanska and Granite, finding that Lane breached the parties’ agreement by failing to make capital contributions and that Skanska acted in SGL’s best interest by rejecting the termination request. In an opinion written by Judge Tjoflat, the Eleventh Circuit affirmed.
As to the breach of contract claim, the court rejected Lane’s argument that the capital calls were procedurally deficient such that it was not afforded the right to object. Although acknowledging that the capital calls were technically insufficient under the agreement, the court applied the doctrine of substantial performance, reasoning that Lane had other means of objecting to the capital call despite the procedural deficiency. Accordingly, it was unreasonable to deny Skanska and Granite the benefit of the capital calls.
Applying Florida’s Revised Uniform Partnership Act, the court also rejected Lane’s argument that Skanska breached its fiduciary duty because Skanska, which was owned by the same parent company as I4MP, rejected the termination request in the interest of I4MP and the parent company. Rather, the court concluded that even assuming Skanska acted in I4MP and the parent company’s interest, the fiduciary duty claim still failed because Lane failed to show that Skanska’s rejection of the termination request was adverse to SGL. Rejecting the termination request was “not just fair to the partnership—it was the only sensible option” as evidenced by the mass opposition. The court concluded that had Lane acted “sensibly” it would have rejected the termination request as well rather than using Skanska’s alleged conflict of interest as a pretext to stop funding the SGL.
Because most states have adopted the Uniform Partnership Act’s duty of loyalty provisions, the court’s discussion of the fiduciary duty claim likely has implications beyond Florida.