WL All. LLC v. Precision Testing Grp. Inc.

This is a partnership dispute between the plaintiff, WL Alliance, and the defendants, Precision Testing Group Inc. and Glenn Stuckey. After a trial, the defendants were found liable for $3.3 million in damages. The defendants appealed, arguing that the damages include lost future profits that are not “reasonably certain” and the damages were not supported by evidence because there was no accounting.

The court concluded that the damage awards were in accordance with Florida law and are, therefore, affirmed.

Factual history summary. 

WL Alliance and the defendants partnered to provide specialized technicians to First Energy. The defendants contracted with First Energy and received payments from them. WL Alliance recruited the technicians and managed their payroll. Profits were to be split 50-50. After a disagreement on distributions, the partnership was terminated. Stuckey terminated the original contract with First Energy and entered into another one directly with JJL, an entity Stuckey owned. This cut WL Alliance out of the business.

WL Alliance sued for wrongful disassociation and breach of the partnership agreement. The defendants did not counterclaim for a reciprocal accounting. WL Alliance also requested an equitable accounting. Testimony indicated the business with First Energy would continue “for several more years.” The jury also heard testimony as to the value of the business. WL Alliance’s expert provided a PV calculation as to the partnership at the date of the disassociation. The defendants’ expert reviewed the calculation but did not offer his own opinion. Preverdict, the defendants moved for judgment as a matter of law, asserting there was insufficient evidence to support the future damages and noting that, since the contract with First Energy was terminable at will, future damages were too speculative. The district court denied the motion.

The jury found for WL Alliance and awarded $1.7 million in past damages and $1.6 million in future damages. Post-verdict, WL Alliance moved to enter judgment on the money counts and to moot Count 2’s request for an accounting, noting that, through discovery, WL Alliance had determined the amount of its damages. The defendants sought to amend their answer to add a reciprocal accounting counterclaim and stay judgment on the money issues until after a bench trial on the accounting. The district court denied the defendants’ motions. “The district court further held that the evidence was sufficient to support the award of future damages.”

Analysis. 

Judgment as a matter of law was only warranted where no reasonable jury could have reached a verdict for the nonmovant. Both parties agreed that Florida law applied. 

Future damages. 

Florida law required that future damages be proved with “reasonable certainty.” (Nebula Glass Int’l Inc. v Reichhold, Inc.) Causation must be proved with reasonable certainty, but, once proven, the damages need only be provided within a reasonable “yardstick” to judge the amount of damages. The defendants argued that the damages cannot be “reasonably certain” because the contract with First Energy was terminable at will. Thus, any continuing damages would be speculative. The court believed that an at-will contract that cannot support future damages overstated the rule in Florida. In Nebula Glass, this court noted that “[the plaintiff’s] lost profit claim did not depend on any obligation by its customers, but rather on the common-sense notion that a large group of sophisticated commercial purchasers would not, without cause, collectively reject a product they had been using.” The rule was dependent on the facts and circumstances of the case. Here, it was clear from testimony that First Energy’s need for the technicians did not change and would be there in the future. Also, Stuckey testified that he believed the business would continue, and, through his other entity, JJL, he had executed a three-year extension with First Energy. Evidence was sufficient here to support future damages. “The jury rejected Precision Testing’s arguments that the business would not continue, and we will not disturb their finding merely because we are urged to disagree with it.”

Equitable accounting. 

As noted previously, this argument was waived because the defendants first presented it in a post-verdict motion. Further, the argument was unsupported by Florida law. Finally, the defendants’ argument that WL Alliance invited this error was meritless.

The court affirmed the jury’s damages verdict.