## Facts

- The Florida State Board of Administration (FSBA), a Florida agency managing trust assets, sought to purchase a Minnesota commercial property (“One Southwest Crossing”) consisting of an office building and attached parking structure.
- FSBA retained Law Engineering and Environmental Services, Inc. (Law), an engineering and environmental consulting firm, to conduct a structural/engineering assessment before purchase.
- The parties’ written agreement included a Florida choice-of-law provision for the contract and stated Law would act in a “role of trust and confidence” and perform consistent with professional engineering standards.
- Law inspected the property and issued a report estimating maintenance costs and immediate repairs.
- FSBA purchased the property and later alleged that actual repairs substantially exceeded Law’s estimates due to deficiencies in Law’s investigation and reporting.
- FSBA sued for breach of contract, negligence, breach of fiduciary duty, negligent misrepresentation, and indemnification, seeking damages tied to overpayment and unexpected repair costs.
- On cross-motions for summary judgment, FSBA sought to strike several affirmative defenses, and Law sought summary judgment on the fiduciary-duty, negligence, negligent-misrepresentation, and indemnification claims.

## Issues

1. Whether Law’s affirmative defenses of improper venue and statute of limitations barred the action.
2. Whether the economic loss doctrine barred FSBA’s tort claims, and whether it applied differently to negligent misrepresentation versus negligence and fiduciary duty.
3. Whether the parties’ relationship created a fiduciary duty beyond an arms-length professional-services contract.
4. Whether FSBA’s negligence claim could proceed independently of the contract-based relationship.
5. Whether FSBA stated and supported a viable indemnification claim.
6. Whether genuine disputes of material fact precluded summary judgment on negligent misrepresentation.

## Decision

- FSBA’s motion for partial summary judgment on Law’s affirmative defenses was:
  - Granted as to improper venue.
  - Granted as to statute of limitations.
  - Granted as to the economic loss doctrine only as applied to the negligent misrepresentation claim.
  - Denied as to the economic loss doctrine as applied to the negligence and fiduciary-duty claims.
  - Denied as to “failure to allege a cause of action for damages.”
  - Denied as to “failure to state a cause of action for indemnity.”
- Law’s motion for summary judgment on FSBA’s claims was:
  - Granted on breach of fiduciary duty.
  - Granted on negligence.
  - Granted on indemnification.
  - Denied on negligent misrepresentation.
- After the order, negligent misrepresentation was the only claim remaining for further proceedings.

## Legal Principles

- Improper venue and statute-of-limitations defenses fail at summary judgment when the record establishes proper forum and timely filing under the controlling limitations rules.
- The economic loss doctrine may bar certain tort theories seeking purely economic damages arising from disappointed contractual expectations, but it does not necessarily bar negligent misrepresentation claims arising from professional statements made for a client’s reliance.
- Contract language referencing “trust and confidence” does not, by itself, establish a fiduciary relationship; courts examine whether the relationship is functionally fiduciary or instead an arms-length professional-services engagement.
- Negligence claims tied to professional services may be dismissed where the plaintiff cannot show an actionable duty independent of the contract or cannot produce evidence sufficient to permit a reasonable factfinder to find the elements of negligence.
- Indemnification requires a legally sufficient basis (contractual or otherwise) to shift liability; it is unavailable where the claim does not fit recognized indemnity principles on the presented facts.
- Negligent misrepresentation survives summary judgment where evidence could support that the defendant supplied inaccurate information in a professional report, the plaintiff reasonably relied on it in a transaction, and damages resulted.

## Conclusion

The court narrowed the case to negligent misrepresentation, rejecting FSBA’s negligence, fiduciary-duty, and indemnification theories on summary judgment while also striking Law’s venue and limitations defenses and limiting the economic loss defense to exclude its use against the negligent misrepresentation claim.


Florida State Bd. of Admin. v. Law Eng’g & Env’t Servs., Inc., 262 F. Supp. 2d 1004 (D. Minn. 2003)