Keeping It All in the Family: What Lane Construction Corp. v. Skanska USA Civil Southeast Inc. Means for P3 Joint Ventures Involving Concessionaire Affiliates

Legal Alert

August 3, 2026

Key Takeaway: The Eleventh Circuit's decision in Lane Construction Corp. v. Skanska USA Civil Southeast Inc. addresses whether, in the context of a public‑private partnership (“P3”), the participation of a concessionaire’s affiliated entity in a joint venture responsible for the project’s construction can give rise to a breach of fiduciary duty between the joint venturers. The Court confirmed that such arrangements do not, standing alone, establish such a breach and emphasized the importance of drafting joint venture agreements to address potential conflicts before they arise.

In a P3 project, where a private concessionaire finances a public project and engages construction contractors in return for milestone payments and an exclusive maintenance agreement, it is common for related entities within the same corporate family to occupy multiple roles. For instance, one affiliate may provide project financing, another may serve as the design‑builder, and a third may undertake operations and maintenance. This structure benefits not only the corporate family, but the entire project, by facilitating more favorable financing and incentivizing higher quality construction to minimize maintenance.

It is also common for construction to be performed through a joint venture that includes an affiliate of the concessionaire and one or more third parties because no single contractor typically has the expertise, capacity, or risk tolerance to deliver the entire project alone. Plaintiff’s theory of liability in Lane Construction Corp. v. Skanska USA Civil Southeast Inc.[1] threatened to undermine the viability of such arrangements in the Eleventh Circuit. It arose from a dispute among joint venturers over whether to abandon Florida’s $2.3 billion I‑4 Ultimate Project, a P3 project that had devolved into more than $500 million in losses. One joint venturer Lane Construction Corp. (“Lane”), sought to characterize the refusal of Skanska USA Civil Southeast Inc. (“Skanska”), the managing co-venturer, to pursue termination as a breach of the duty of loyalty under Florida’s Revised Uniform Partnership Act (“FRUPA”), which also governs joint ventures, based largely on the participation of Skanska’s affiliate in the concessionaire. In essence, Lane’s theory treated the presence of affiliated entities across the project structure as sufficient to establish a breach of a joint venturer’s fiduciary duty.

The Court’s decision ultimately dispelled that strict liability argument, holding that “FRUPA does not prohibit all arrangements that might yield a conflict or even all transactions where a partner has a dual stake in the outcome.” Rather, under FRUPA § 620.8404, Lane was required to demonstrate both that the concessionaire had an adverse interest to the joint venture and that Skanska acted “as or on behalf” of the concessionaire. This ruling rejected Lane's focus on the project structure and shifted the analysis to conduct, making clear that overlapping roles and economic interests do not, without more, establish fiduciary adversity.

In determining that Lane had not met its burden, the Court relied upon the testimony of Skanska’s in-house counsel to conclude that Skanska was not acting on behalf of the concessionaire, noting that Skanska and its affiliate were run separately with “different cultures, different corporate structures, and different management.”

The Court further held that even if Skanska had “acted as a mere vessel” for its related company or the concessionaire, Lane’s claim would still fail because there was no showing that any of those parties had an interest adverse to the joint venture with respect to the termination request. In that regard, a partner’s interests can only be adverse to the partnership where “an allegedly conflicted partner has been pulled away from the partnership’s optimal course of action by some competing interest.” The Court ultimately determined there was no adversity because the facts demonstrated that, notwithstanding the participation of affiliated entities in multiple roles across the project, Skanska’s refusal to pursue termination “was not just fair to the partnership – it was the only sensible option.”

The decision in Lane Construction Corp. v. Skanska USA Civil Southeast Inc. also provides practical guidance on how joint venture participants can manage potential conflicts through careful drafting of the joint venture agreement. Consistent with FRUPA § 620.8103, joint venturers may “devise their own fiduciary boundaries up front or cleanse transactions with informed consent.” Specifically, the joint venture could have “exculpated categories of conduct from the duty of loyalty” or “established procedures to deal with conflicts-created independent committees or agreed to abide by the advice of outside counsel.” Indeed, the Court noted that “[g]iven the sheer magnitude of the joint venture and Skanska’s looming potential conflict known from the very beginning, it is surprising the JVA failed to even conceive of a conflict, let alone institute safeguards.”

In sum, Lane Construction Corp. v. Skanska USA Civil Southeast Inc. confirms that, at least in the Eleventh Circuit, P3 project structures involving affiliated entities in multiple project roles remain viable and that fiduciary liability turns not on overlapping roles, but on whether a joint venturer has acted contrary to the joint venture’s interests in connection with a particular venture decision or transaction.

Although the decision arose under Florida law, its reasoning offers useful guidance for joint venture participants in other jurisdictions facing similar issues involving affiliated entities, overlapping project roles, and potential conflicts. Specifically, provisions addressing decision‑making authority, disclosure of affiliated relationships, and the allocation of risk and control can serve to mitigate potential conflicts before they arise. By clearly delineating the scope of permissible conduct and the standards governing the joint venturers' conduct, parties can reduce the likelihood that ordinary commercial arrangements, such as participation by affiliated entities in related P3 project roles, will later be recast as evidence of fiduciary adversity. In other words, careful planning and drafting at the outset can help avoid the type of costly and protracted litigation that arose in this case.