Metroplexcore, L.L.C. v. Parsons Transp., Inc.

• Decision Date: 28 February 2014
• Docket Number: No. 12–20466.,12–20466.
• Citation: 743 F.3d 964
• Parties: METROPLEXCORE, L.L.C., Plaintiff–Appellant v. PARSONS TRANSPORTATION, INCORPORATED, Defendant–Appellee.
• Court: U.S. Court of Appeals — Fifth Circuit

743 F.3d 964

METROPLEXCORE, L.L.C., Plaintiff–Appellant

v.PARSONS TRANSPORTATION, INCORPORATED, Defendant–Appellee.

No. 12–20466.

United States Court of Appeals,Fifth Circuit.

Feb. 28, 2014.

William L. Van Fleet (argued), Esq., Benjamin Lewis Hall, III, Esq., Hall Law Firm, Houston, TX, for Plaintiff–Appellant.

Bryan Gerald Rutherford (argued), Gregory Norman Ziegler, Macdonald Devin, P.C., Dallas, TX, for Defendant–Appellee.

Appeals from the United States District Court for the Southern District of Texas.

Before DeMOSS, DENNIS, and PRADO, Circuit Judges.

PER CURIAM:

This appeal arises from a contracting dispute between Plaintiff–Appellant MetroplexCore LLC, a Texas environmental engineering firm, and Defendant–Appellee Parsons Transportation Group, Inc., an Illinois general contracting firm, which contracted with the Harris County, Texas Metropolitan Transit Authority (“METRO”) to design, build, and operate a Houston-area transit system. Parsons had prepared an initial bid to be the lead contractor for the passenger rail line, and the bid had included, among other companies, MetroplexCore as a “team member” responsible for various supervisory and environmental projects. Parsons did not win the bid, and another company began work on the project. Several years later, the initial contractor was unable to proceed with the project, and METRO awarded Parsons the contract for the remainder of the project, along with a new set of Parsons subcontractors. After several months had elapsed, MetroplexCore notified Parsons that it believed it was entitled to a share of the profits. Parsons denied it had an agreement with MetroplexCore, and MetroplexCore filed suit.

The district court granted summary judgment upon determining that no enforceable joint venture agreement existed, and that MetroplexCore could not recover on its alternative claims of fraudulent misrepresentation, promissory estoppel, and quantum meruit. We agree that the summary judgment evidence did not present any genuine issue of material fact as to MetroplexCore's joint venture and quantum meruit claims, and MetroplexCore does not challenge the dismissal of its fraudulent misrepresentation claim on appeal. However, because the district court impermissibly resolved certain disputed questions of fact at the summary judgment stage, and because those facts, taken in a light most favorable to MetroplexCore, would give rise to a claim to relief for promissory estoppel, we AFFIRM in part and REVERSE in part.

I.

Parsons Transportation Group, Inc., is an engineering and construction corporation incorporated in Illinois, with offices located in Houston, Texas. MetroplexCore, LLC, is a Texas minority-owned environmental engineering company. In 2006, the Metropolitan Transit Authority of Harris County, Texas (“METRO”) solicited bids to build a passenger-rail line in Houston. Parsons assembled subcontractors to join it in a venture called the Houston Transit Solutions Team (“HTS Team”) with it in bidding. MetroplexCore and Parsons agreed that if the bid were accepted, MetroplexCore would be hired to “manage” the geotechnical and hazardous-material work for the design and development phases and supervision on the project and, according to Parsons, would “participate in that contract to a minimum 10% level.”

METRO awarded the contract to its first-ranked bidder, the Washington Group Transit Management Company (“Washington Group”). However, on METRO's request, the Parsons team complied and executed an extension agreement providing that its proposal would “remain valid until May 27, 2007.” METRO's Request for Qualifications provided that, for “Phase I,” although METRO would negotiate with its highest-ranked bidder, “METRO will have the right to terminate unsuccessful discussions and to proceed with discussions with the next highest ranked Offeror.” There was no similar language under the header “Phase II” of the Request.

The Washington Group commenced “Phase I” of the project and worked on it for approximately a year, from May 2007 to April 2008. MetroplexCore performed some subcontracting work for a group doing work under the Washington Group, “Team Express,” during this time, although it had not been a part of Washington's original bid. However, the Washington Group was unable to maintain its METRO-required qualifications to complete Phase II, and METRO terminated the contract April 29, 2008. METRO then began discussions with Parsons about taking over the contract for Phase II, which was slated to end by 2013.

Ultimately, Parsons won the Phase II contract, and the METRO board passed a resolution permitting it to proceed on the project on March 4, 2009. Parsons did not submit a separate bid to perform the Phase II work, but the parties generally agree that the scope of the project had changed in Phase II as a result of the work that Washington Group did, and that the Phase II contract was at least “based on” Parsons' original bid, even if the specifications and team members had changed somewhat.

It is MetroplexCore's role, or lack of a role, in the Phase II work that is disputed in this appeal. MetroplexCore argues that Parsons represented that it would have the same role as provided in Parsons' original bid, and that MetroplexCore and Parsons were joint venturers in the project. However, MetroplexCore did not produce documents substantiating its alleged management or joint venture role in Phase II other than documents relating to Phase I and an email chain discussing MetroplexCore's role or possible role in Phase II. Parsons produced a joint venture agreement it had with its Phase II collaborators, which did not list or mention MetroplexCore. MetroplexCore did not produce a similar joint venture agreement or written document regarding its role, if any, in Phase II.¹

Instead, MetroplexCore alleges that METRO board members relied on MetroplexCore having a continued role in the contract when the members voted to award Parsons the Phase II contract. James Dixon, a member of the Small and Disadvantaged Business Committee for METRO's board, stated he was “impressed” with Parsons' proposal in part because its inclusion of MetroplexCore “demonstrated a commitment to actually involve a reputable small business not merely as a subcontractor, but actually as a principal or prime partner in the management of the performance under the METRO contract,” citing “MetroplexCore's prior good work history ... and good reputation.” He averred that “but for Parsons' oral and written documents assuring [him] and other board members that MetroplexCore would be a significant part of the management team, it is not likely that Parsons would ever have been seriously considered for the project.” In addition, MetroplexCore alleges that ParsonsVice–President Sallye Perrin represented, both orally and in writing, that MetroplexCore would be on the “management team” for Phase II.

Parsons denied this allegation, and submitted an affidavit from Perrin in support. Perrin averred that “[t]hroughout 2008 and 2009, Parsons met with many subconsultants, including Metroplex[C]ore, regarding the procurement process for work on the Modified Scope [ i.e., Phase II]. During this meeting, [she] communicated the process Metroplex[C]ore would have to go through if it sought to perform any work on the Modified Scope.” She further averred that Parsons did not sign any contract with MetroplexCore regarding work to be done on Phase II.

MetroplexCore's officers recalled things differently. In its opposition to Parson's motion for summary judgment, MetroplexCore submitted, among other evidence, affidavits of MetroplexCore's President and former Chief Operating Officer, Zia Qureshi, and sole shareholder, Willard Jackson, that contradicted Perrin's statements in her affidavit. Qureshi averred that Perrin repeatedly assured her and other MetroplexCore personnel that “Parsons was going to honor its oral and written commitment that MetroplexCore be a management partner now that the [Phase II] contract was in place.” She and other MetroplexCore personnel described in detail the assurances and meetings MetroplexCore had with Parsons. Qureshi stated in her affidavit, “Perrin made repeated assurances ... regarding MetroplexCore's work on the management team. MetroplexCore was asked to provide a matrix of work and services to be provided or managed under the Parsons/METRO agreement. Within one ... hour of leaving the June 1, 2009 meeting, [Qureshi] prepared and faxed back to Ms. Perrin and [another Parsons agent] a 16–item matrix setting forth our services,” which MetroplexCore submitted as evidence.

Jackson averred that when he met with Perrin, she assured him that his company was part of Parsons' Phase II team. After a conversation on March 5, 2009, Jackson followed up with Perrin via email, writing: “It was great talking to you this morning. I'm looking forward to getting this project kick[ed] off. It has been a long time coming.” Jackson states that he “was personally present and sitting with Sallye and other Parsons representatives in front of the METRO Board when they voted on the contract. [He] also assured them that MetroplexCore was part and parcel with the finally-negotiated Parsons Facility Provider contract” i.e., Phase II. He stated that “Dixon, before casting his vote, asked [Jackson] to confirm that in fact the prior representations about MetroplexCore being a partner on the management team and participating in the long-term operations was in fact still in place. [Jackson] and Sallye Perrin confirmed again to him that this was the case.” Jackson averred that Perrin made the following specific statements, among others, to him and MetroplexCore after the Washington contract was terminated:

Willard, our commitment to you is still in play with METRO and we can still get the contract.

Willard, if Parsons gets the Facility Provider contract after the Washington Group's contract is terminated, we are still...