Edwards & Associates, Inc. v. Black & Veatch

Decision Date07 February 2000
Docket NumberNo. 98-2563-JWL.,98-2563-JWL.
Citation84 F.Supp.2d 1182
PartiesEDWARDS & ASSOCIATES, INC. and Horace Edwards, Plaintiffs, v. BLACK & VEATCH, L.L.P., Defendant.
CourtU.S. District Court — District of Kansas

Dan Biles, Randall L. Manvitz, Gates, Biles, Shields & Ryan, Overland Park, KS, Mark A. Buchanan, Scott A. McCreight, Sprenger & McCreight, L.C., Kansas City, MO, for plaintiffs.

John R. Phillips, Rosetta B. Robins, Darryl K. Uffelmann, Blackwell, Sanders, Peper, Martin, LLP, Kansas City, KS, for defendant.

MEMORANDUM AND ORDER

LUNGSTRUM, District Judge.

This suit arises out of a coordinated effort among the parties and others to secure a government contract for engineering services relating to the development of a traffic management system in the Kansas City area. Plaintiffs, a minority business enterprise and its owner, allege that defendant refused to allow plaintiffs to participate meaningfully in the project after securing the contract. In that regard, plaintiffs allege that defendant interfered with plaintiffs' civil rights in violation of 42 U.S.C. §§ 1981, 1982, 1983, 1985, and 2000d (Title VI of the Civil Rights Act of 1964) and also assert a variety of state common law claims.

This matter is presently before the court on defendant's motion for summary judgment (doc. # 51). As set forth in more detail below, defendant's motion is granted in part and denied in part. Specifically, defendant's motion for summary judgment is granted with respect to plaintiffs' section 1983, section 1985, fraud and breach-of-fiduciary-duty claims. Defendant's motion for summary judgment is denied with respect to plaintiffs' section 1981, section 1982, section 2000d (Title VI),defamation and breach-of-contract claims.

I. Facts

The following facts are either uncontroverted or related in the light most favorable to plaintiffs, the nonmoving parties. Plaintiff Edwards & Associates, Inc. (EAI) is a Kansas corporation with its principal place of business in Topeka, Kansas. EAI is a multi-disciplinary engineering firm in the business of providing a myriad of professional services in connection with transportation-related issues. Pursuant to certain governmental regulations, EAI is certified as a Disadvantaged Business Enterprise (DBE) or, as it is sometimes referred to, a Minority Business Enterprise (MBE).1 Plaintiff Horace Edwards, an African-American, is the shareholder and principal of EAI. Mr. Edwards is a registered professional engineer, a former Secretary of Transportation for the State of Kansas, a former transportation company president, and the recipient of numerous honors and awards in his field. Defendant Black & Veatch is a limited liability partnership that provides engineering and construction services as well as transportation consulting.

In early 1994, plaintiffs participated in a study organized by the Kansas and Missouri Departments of Transportation (hereinafter referred to KDOT and MODOT, respectively). The study assessed transportation needs in the Kansas City metropolitan area and developed a plan for addressing those needs through deployment of an intelligent transportation system (ITS).2 An ITS seeks to make traveling safer and more efficient by utilizing technology such as roadway sensors and cameras to monitor traffic and to alert drivers of problems, hazards or other delays. In 1996, as a result of the early deployment study, KDOT and MODOT requested proposals from engineering firms for the design and development of the Kansas City Intelligent Transportation System (KCITS). As set forth in the written solicitation for proposals, KDOT and MODOT established a ten percent (10%) DBE goal for the contract.3

In an effort to secure the KCITS contract, Lee Mixon and Warren Keith, Black & Veatch project managers, contacted Castle Rock Consultants (CRC) and National Engineering Technologies (NET) to determine if they were interested in pursuing the KCITS project. Both CRC and NET agreed to become a part of the Black & Veatch project team. Subsequently, Mssrs. Mixon and Keith contacted Mr. Edwards to determine if plaintiffs were interested in pursuing the project. In response to defendant's recruiting efforts, according to Mr. Edwards' affidavit,4 Mr. Edwards emphasized to Mssrs. Mixon and Keith that plaintiffs would join the project team only if EAI would have significant and substantial participation in the project beyond the contract's ten percent DBE goal. Mr. Edwards further testified that he explained to Mssrs. Mixon and Keith that Black & Veatch "should not think of either EAI [or plaintiff] simply as a minority business enterprise and a minority engineer, but as qualified engineers capable of providing various professional services necessary for the success of the project." According to Mr. Edwards, Mr. Keith agreed that plaintiffs' participation in the project would be extensive and, in fact, would be "double" the ten percent DBE goal. Moreover, Mr. Keith allegedly advised Mr. Edwards that Black & Veatch had no intention of seeking any other minority firm for the project. Mr. Edwards testified that plaintiffs agreed to join defendant's project team based on defendant's representations about plaintiffs' participation in the project.5

In February 1997, the "Black & Veatch Transportation Group," comprised of Black & Veatch, CRC, NET and EAI, submitted a proposal to KDOT and MODOT for the design and development of the KCITS. In its proposal, the Transportation Group represented to KDOT and MODOT that the Group was "sincerely committed to exceeding your 10% goal for minority participation on this project."6 According to Black & Veatch, it intended plaintiffs to be responsible for the public involvement portion of the project because it believed plaintiffs had the capabilities to meet the public involvement needs of the KCITS project. Plaintiffs contend that Black & Veatch indicated its intention to have plaintiffs perform a multitude of significant roles with respect to the project on numerous occasions. In addition to the alleged representations set forth above, plaintiffs highlight language found in the Group's cover letter submitted to KDOT and MODOT with its proposal. In the cover letter, Mr. Keith stated that "[a]lthough Edwards and Associates will be responsible for leading our Public Involvement Program, they, and particularly Horace Edwards himself, will be heavily involved in our Interagency Coordination Program and many other equally important roles." Moreover, the proposal itself identifies EAI as a "key member" of the ITS Early Deployment Study and that EAI would provide "similar services" for the project. According to Mr. Edwards, EAI provided a variety of services associated with the early deployment study, including user requirements identification, public involvement and project management. Thus, as Mr. Edwards further testified, the proposal language confirmed for Mr. Edwards that plaintiffs would enjoy substantial participation in the project.

In May 1997, the Black & Veatch Transportation Group was advised that it was the successful bidder on the project. Unlike most engineering contracts, the KCITS project required the successful bidder (the Transportation Group) and the Departments of Transportation to negotiate an initial scoping agreement. A scoping agreement is a separate contract designed to develop the final scope of services to be provided by each of the entities working on the project—Black & Veatch, CRC, NET and EAI. In that regard, the project participants, together with KDOT and MODOT, held a series of meetings, called "scoping meetings," during which the parties discussed and defined the nature and scope of services that each entity would provide.

The first scoping meeting was scheduled for July 18, 1997.7 The purpose of this particular scoping meeting was to focus on the public involvement aspect of the project (the aspect of the project that, according to Black & Veatch, was plaintiffs' anticipated area of responsibility) and interagency coordination. Several weeks before the meeting, Mr. Edwards contracted with another individual, Lisa Austin, to be a "key participant" in the public involvement portion of the project. Ms. Austin is a former MODOT employee who performs independent consulting work.8 Both Mssrs. Keith and Mixon approved the contractual relationship between Mr. Edwards and Ms. Austin. Mr. Edwards requested that Ms. Austin take a lead role in the July 18, 1997 scoping meeting by making a presentation on public involvement.

At the July 18, 1997 scoping meeting, Ms. Austin began her presentation centering on the public involvement goals of education and awareness programs. Typically, these programs include public meetings, targeted newsletters, and planned focus groups. The parties dispute what happened next. According to Black & Veatch, Mr. Edwards abruptly interrupted Ms. Austin during her presentation, expressed disagreement with her approach and began presenting his version of public involvement issues for the KCITS project, a version that included information-gathering from fire departments, police departments, and emergency medical technicians in order to determine how the KCITS could benefit them. Black & Veatch further asserts that Mr. Edwards' focus on benefits to public agencies was inconsistent with the "general public" emphasis of the scoping meeting. Mr. Edwards' recollection of the scoping meeting varies somewhat from that of Black & Veatch's witnesses. According to Mr. Edwards, Ms. Austin made a remark during the course of her presentation that solicited an immediate decision from the group about certain aspects of the public involvement program. Mr. Edwards briefly interrupted Ms. Austin to state, simply, that a decision did not need to be made at the meeting. At that point, Ms. Austin continued her presentation until a mid-morning break. Mr. Edwards averred that his interruption was neither unprofessional nor...

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