Navajo Nation v. RJN Construction Mgmt., Inc.

10 Am. Tribal Law 265
CourtNavajo Nation Supreme Court
DecidedJanuary 17, 2012
DocketNo. SC-CV-13-11
StatusPublished
Cited by4 cases

This text of 10 Am. Tribal Law 265 (Navajo Nation v. RJN Construction Mgmt., Inc.) is published on Counsel Stack Legal Research, covering Navajo Nation Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Navajo Nation v. RJN Construction Mgmt., Inc., 10 Am. Tribal Law 265 (navajo 2012).

Opinion

OPINION

This case concerns an appeal of a Shi-prock District Court Order Granting In-junctive Relief issued on February 7, 2011. In its order, the district court enjoined Appellants “from interfering with or preventing the [Navajo] Nation’s access to, and construction of, the project known as the Shiproek Home for Women and Children located on the Navajo Nation in Shi-prock, New Mexico” and further enjoined Appellants “from acts that include, but are not limited to, physically blocking the Nation’s access to the Project, and contact to third parties intended to dissuade, or threaten against, participation in the completion of the Project.” We affirm the district court’s decision.

BACKGROUND

Appellant Home for Women and Children (HWC) is a non-profit incorporated in New Mexico1 that for several years pursued the development of a shelter facility for victims of domestic violence (Shelter Project) in Shiproek on the Navajo Nation (Nation) with the intent that it would also operate that facility. On October 27, 2003, HWC hired Appellant RJN, a Colorado-based business owned by Appellant Robert Nelson (collectively RJN) for “construction management services,” specifically for pursuing funding, project planning, contract administration, coordination of meetings (between owner, architect and subcontractors), construction and supply, code compliance, and on-site project management of the Shelter Project. R. at 26, Exh. B. Subsequently, substantial grant funding for the Shelter Project was obtained, first approximately $4 million federal NAHAS-DA2 grants and later in 2006, a $496,000 New Mexico Indian Affairs Department (NMIAD) grant to fund the Shelter Project, the latter of which required spending to be administered by the Nation and for the Nation to ultimately own the completed facility. At some point, general plans and an architect’s design for a 5-building permanent facility were obtained and submitted by HWC as a description of work in HWC’s application for a business site lease (BSL) on which the Shelter Project would be built and operated.

On July 6, 2007, HWC’s BSL was approved by the Bureau of Indian Affairs and the Navajo Nation Economic Development Committee (EDC). The BSL was for a 75 year term, renewable for 24 years, for 2 acres in Shiproek and required HWC [269]*269to develop (i.e. build on-site), use and operate a shelter facility for abused domestic violence victims and children. R. at 12, Exh. A. Upon obtaining the BSL, HWC began operating a temporary shelter out of trailers on the leasehold while the Shelter Project was being constructed in a different part of the leasehold.

On August 30, 2007, RJN entered a “construction contract” with the Nation for “total on-site management functions” at a cost of $496,000 to end “when project is completed.” R. at 12, Exh. G-l. The Navajo Division of Community Development stated in the contract that “[tjhe original contract is ‘Open Ended’ and/or untO the project is completed. The intent is [sic ] to keep this open ended is because there were more funds coming from the State of New Mexico Indian Affairs Department for this particular project.” R. at 12, Exh. G-2. Article 9 of this construction contract provides “The product(s) and title of the Contractor’s work and services under this Contract shall be and will remain the property of the Nation.” R. at 12, Exh. G-l. Article 13 of this construction contract provides that disputes “will be settled administratively under the laws of the Navajo Nation.” Id. Article 14 provides that the Nation can terminate the contract “at any time if the Contractor’s work or services are not satisfactory.” Id. In May 2008, the expected additional grant funds from NMIAD were received. Accordingly, on June 24, 2008 the Nation amended the August 30, 2007 contract with RJN “to increase the contract sum amount by $99,000.” R. at 12, Exh. G-2. All other terms and conditions of the August 30, 2007 contract remained unchanged and in foree.

Over the years HWC’s BSL underwent substantial changes. On September 30, 2009, the HWC Board voted to amend the BSL in order to pave the way for HWC to enter into an amended BSL that would comply with the public facility ownership requirements of the NMIAD grant funding. R. at 12, Exh H-l. Following adoption of the Navajo Nation Business Site Leasing Regulations of 2005 (BSLR) in keeping with developments in federal law, HWC’s BSL was amended on March 24, 2010 to state that it is now covered by the BSLR, and further modified to remove federal approval or supervision. R. at 12, Exh. H-2. (For details of these developments, see pp. 271-72, infra). On May 7, 2010, the EDC amended Article E of the BSL shifting the burden to build the facility to the Nation and providing that the facility would become the lessor’s property “upon completion of development of the buildings.” R. at 12, Exh. H-3. The EDC also amended Article F to require the Nation to complete the construction “in accordance with the Contract administered by Lessor.” Id.

As of November, 2010, three years after the approval of the BSL, the Shelter Project was still not completed. Appellants claimed 20% remained to be complete while Appellee claimed a substantially higher percentage of incompletion. During 2010, relations between the Nation and Appellants greatly deteriorated. With the Shelter Project still incomplete, the NMIAD funds had been depleted and NA-HASDA funds were no longer accessible for use by Appellants due to issues with code compliance.3 When in February 2010, the Nation obtained an additional $1,145 million in new NMIAD grants for the Shelter Project, the Navajo Nation Department of Justice successfully opposed a Navajo Nation Council resolution on November 4, 2010 that would have [270]*270waived procurement laws and approved a third Navajo Nation contract with RJN. R. at 12, Exhs. O, P, & Q. As the Nation proceeded to take steps to bid out construction of the final phase of the Shelter Project, on November 9, 2010, Appellant’s counsel wrote letters to prospective bidders warning them of existing contractual issues between the Nation and RJN that would cloud a future construction contract. On November 12, 2010, RJN sent a protest letter to the Navajo Nation Controller with copies to the Division of Finance and Navajo Nation President; the Controller refused acceptance of the letter.

On November 16, 2010, after padlocks were placed by RJN or HWC on the fence enclosing the Shelter Project, purportedly to secure the Shelter Project worksite (worksite), the Nation filed a complaint and motion for preliminary injunction in the Shiprock District Court to enjoin HWC and RJN from interfering with the construction of the Shelter Project whether by locking the gates against the Nation or by contacting prospective bidders.

RJN offered as its defense that it owned the plans for the facility as a “design-build” per its October 27, 2003 contract with HWC and that its August 30, 2007 contract with the Nation could only expire upon the Shelter Project’s completion. Appellee requested an expedited adjudicative process on the basis that several time-sensitive grants from NMIAD would expire if the Shelter Project were not completed by June, 2011. The parties’ stipulated that the final trial would be consolidated with the motion for a preliminary injunction and further stipulated that the district court could make a decision on the basis of the submitted documents.

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Bluebook (online)
10 Am. Tribal Law 265, Counsel Stack Legal Research, https://law.counselstack.com/opinion/navajo-nation-v-rjn-construction-mgmt-inc-navajo-2012.