Frontier Traylor Shea, LLC v. Metropolitan Airports Commission

The Metropolitan Airports Commission (MAC) (defendant) was the administrator of the Minneapolis/St. Paul International Airport. The MAC was responsible for finding a contractor for a transportation construction project because the project required construction under the airport runway and through the airport terminal. The MAC required the contractors planning to submit bids for the project to undergo a prequalification process before submitting the bids. Frontier-Kemper Constructors, Inc. (Frontier), Traylor Bros., Inc. (Traylor), and J.F. Shea Construction (Shea) were the members of a limited-liability company organized in Delaware and named Frontier Traylor Shea, LLC (Frontier LLC) (plaintiff). Pursuant to the MAC’s prequalification process, Frontier, Traylor, and Shea submitted a document listing the entity’s name as the “Frontier / Traylor / Shea joint venture” (Frontier JV). The document indicated that Frontier JV was a “joint-and-several joint partnership” and stated “[n]ot applicable” in response to a question regarding whether the entity was a corporation. Thereafter, Frontier LLC submitted the lowest bid for the project. Nevertheless, the MAC rejected Frontier LLC’s bid because Frontier LLC was a limited-liability company rather than a joint-venture partnership, as indicated on the prequalification paperwork. Consequently, the MAC awarded the project to the next lowest bidder, which was a joint venture. Frontier LLC sued the MAC and moved for a permanent injunction regarding the MAC’s decision not to award the project to Frontier LLC. The MAC argued that Frontier LLC differed materially from Frontier JV because the prequalification paperwork had not shown any agreement making the members of Frontier LLC jointly liable for the entity’s obligations and liabilities. Conversely, Frontier LLC argued that a limited-liability company constituted a joint venture.