Lemoine/Brasfield & Gorrie Joint Venture, LLC v. Orleans Parish Criminal Sheriff's Office
63 So. 3d 1068
La. Ct. App.2011Background
- OPCSO advertised a public works contract for the Orleans Parish Criminal Sheriff's Office Kitchen Warehouse Plant.
- Lemoine/Brasfield & Gorrie Joint Venture, LLC bid the lowest but was disqualified as non-responsive for lacking a separate contractor's license from its component members.
- OPCSO awarded the contract to Carl E. Woodward, L.L.C., the second-lowest bidder.
- Lemoine/Brasfield sued for preliminary and permanent injunctions, mandamus, and declaratory relief; CEW intervened defending its bid.
- Trial court denied preliminary injunction, then permanently dismissed all relief claims; this appeal followed.
- Issue central: whether a limited liability company joint venture must hold its own contractor license or can rely on licenses of its components under Louisiana public bid and licensing laws.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Lemoine/Brasfield, as an LLC joint venture, needed its own license. | Lemoine/Brasfield contends joint venture licenses suffice since its members hold licenses. | La. R.S. 37:2150 et seq. and Admin Rule 1103 require a licensed entity; an LLC JV is not automatically licensed by its components. | LLC must be licensed; JV name does not excuse licensing requirement; OPCSO not arbitrary in disqualifying Lemoine/Brasfield. |
| Application of the licensing statute to joint ventures vs. LLCs. | Caldarera supports joint ventures being licensed via members' licenses. | Current statute defines a 'person' as an LLC; joint venture alone does not suffice for licensure unless properly licensed. | Statutes and rule require licensing of the entity; Caldarera distinguished; Lemoine/Brasfield not licensed as an LLC. |
| Whether the OPCSO acted fairly and legally in disqualifying Lemoine/Brasfield. | OPCSO acted arbitrarily by disqualifying without justification. | OPCSO acted in accordance with public bid and licensing laws and contract specifications. | OPCSO acted fairly and legally; no reversible error in disqualification. |
| Impact of statutory and regulatory framework on bid eligibility and licensing. | Statutes prior interpretations should allow JV licenses based on component licenses. | Statutes and license rules require entity-level licensure for public works bids. | Clear statutory framework; LLC licensure required; no reversal of trial judgment. |
Key Cases Cited
- J.W. Rombach v. Parish of Jefferson, 670 So.2d 1305 (La.App. 5 Cir. 1996) (agency discretion must be fair and exercised in a non-arbitrary manner)
- Hamp's Constr., L.L.C. v. City of New Orleans, 924 So.2d 104 (La. 2006) (statutory bidding framework protects public interest)
- Broadmoor, L.L.C. v. Ernest N. Morial New Orleans Exhibition Hall Auth., 867 So.2d 651 (La. 2004) (public bid law interpretation favors fair competition)
- Rosenbush Claims Service, Inc. v. City of New Orleans, 653 So.2d 538 (La. 1995) (statutory construction governs licensing requirements)
- J. Caldarera & Company, Inc. v. Hospital Service District No. 2 of the Parish of Jefferson, 707 So.2d 1023 (La. 1998) (joint venture properly licensed when members hold valid licenses (pre-amendment context))