Metroplexcore, LLC v. Parsons Transportation, Inc.
743 F.3d 964
5th Cir.2014Background
- Parsons (Illinois corp; national offices) led a bid team for METRO; MetroplexCore (Texas minority-owned environmental firm) was included in Parsons’ original bid as a management/team member and allegedly promised a minimum 10% participation.
- METRO awarded Phase I to Washington Group; MetroplexCore performed some Phase I subcontract work for Team Express but was not in Washington’s original bid.
- Washington Group’s Phase I contract was later terminated; METRO awarded Parsons the Phase II/Facility Provider contract (Parsons did not submit a new, separate Phase II written bid listing MetroplexCore).
- MetroplexCore alleges Parsons’ VP (Sallye Perrin) repeatedly promised MetroplexCore a management role on Phase II and that MetroplexCore relied by retaining staff, foregoing other work, and lobbying METRO board members.
- Parsons produced a Phase II joint venture agreement with other collaborators that did not include MetroplexCore; MetroplexCore produced affidavits and emails asserting Perrin’s oral/written assurances.
- MetroplexCore sued for breach (joint venture), promissory estoppel, fraudulent/negligent misrepresentation, and quantum meruit; district court granted summary judgment to Parsons on all claims; Fifth Circuit affirmed some rulings but reversed on promissory estoppel and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of enforceable joint venture for Phase II | MetroplexCore: Parsons promised continued management role and 10% participation carried into Phase II | Parsons: original bid/offer expired (extension valid only to May 27, 2007); no written Phase II contract including MetroplexCore | No genuine issue for Phase II joint venture; summary judgment for Parsons affirmed |
| Quantum meruit recovery | MetroplexCore: performed valuable services and should be paid to avoid unjust enrichment | Parsons: MetroplexCore acted to benefit the joint enterprise (Truly) and did not provide services conferring a right to reimbursement | Quantum meruit fails as a matter of law; summary judgment for Parsons affirmed |
| Promissory estoppel (reliance damages) | MetroplexCore: Perrin’s oral/written assurances were reasonably foreseeable, induced substantial and reasonable reliance (retained staff, lost contracts) | Parsons: statements denied; district court treated them as hearsay and found no reasonable reliance; also argued Statute of Frauds bar | Genuine fact issues exist on promise, foreseeability, substantial and reasonable reliance; summary judgment for Parsons reversed and claim remanded |
| Summary judgment standard / evidentiary treatment | MetroplexCore: evidence (affidavits, emails, board interactions) creates disputes of material fact | Parsons: urged dismissal based on lack of written agreement, expiration of bid, and inability to show profit-sharing/control | Fifth Circuit: district court improperly resolved disputed credibility/facts against MetroplexCore; must view evidence in plaintiff's favor at summary judgment; reversal only on promissory estoppel claim |
Key Cases Cited
- Total E & P USA Inc. v. Kerr-McGee Oil & Gas Corp., 719 F.3d 424 (5th Cir. 2013) (summary judgment de novo review; draw inferences for nonmovant)
- Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (summary judgment standard and credibility/weight limitations)
- Hertz Corp. v. Friend, 559 U.S. 77 (U.S. 2010) (principal place of business/‘nerve center’ test for diversity jurisdiction)
- Ballard v. United States, 17 F.3d 116 (5th Cir. 1994) (definition of community of interest for joint ventures)
- Vortt Exploration Co. v. Chevron U.S.A., Inc., 787 S.W.2d 942 (Tex. 1990) (quantum meruit elements and when restitution is available)
- Truly v. Austin, 744 S.W.2d 934 (Tex. 1988) (partner/joint venturer usually cannot recover in quantum meruit for services to joint venture)
- Heldenfels Bros., Inc. v. City of Corpus Christi, 832 S.W.2d 39 (Tex. 1992) (quantum meruit as an equitable remedy)
- Fretz Constr. Co. v. Southern Nat’l Bank of Houston, 626 S.W.2d 478 (Tex. 1981) (promissory estoppel elements and reliance damages)