The City of Moorhead v. Bridge Company - No. 20140431
Bridge Company appeals from a district court judgment ordering it to donate a toll bridge to the cities of Fargo and Moorhead.
In May 1986, the cities and the Company agreed to the construction and operation of a private toll bridge over the Red River between Fargo and Moorhead. The Company would own and operate the bridge and pay all costs for its design, construction, maintenance, and repair. If after 25 years the Company's debts had been fully paid, "the Company shall donate the Bridge to the Cities free and clear from any liens, and the Cities shall accept the Bridge for public use to be operated by the Cities as they may determine." The agreement also had a clause suspending the Company's obligations for acts of God. The bridge started operations on June 1, 1988, and during those 25 years was closed 249 days because of flooding. In 2013, Moorhead brought this declaratory judgment action against the Company and Fargo to require the Company to turn the bridge over to the cities. The Company argued Fargo had already approved a five-year extension of the agreement and Moorhead had waived the early termination option. Following a trial, the district court ruled the agreement was extended 249 days to February 5, 2014, and because there was no qualifying debt existing as of that date, the Company was required to donate the bridge to the cities.
On appeal, the Company argues the district court failed to recognize the agreement was automatically extended to allow it to operate the toll bridge for an additional five years. The Company argues the court misinterpreted the agreement to disallow recovery of its maintenance and repair expenses. The Company also argues it is entitled to damages for Moorhead's breach of the good-faith term of a mediation agreement.