USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 1 of 9
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`In the
`United States Court of Appeals
`For the Eleventh Circuit
`
`____________________
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`No. 22-10780
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`Non-Argument Calendar
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`____________________
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`WL ALLIANCE LLC,
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`versus
`PRECISION TESTING GROUP INC.,
`GLENN STUCKEY,
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`
` Plaintiff-Appellee,
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` Defendants-Appellants.
`____________________
`
`Appeal from the United States District Court
`for the Northern District of Florida
`D.C. Docket No. 3:19-cv-04459-RV-HTC
`____________________
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`[DO NOT PUBLISH]
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`In the
`United States Court of Appeals
`For the Eleventh Circuit
`
`____________________
`
`No. 22-10780
`
`
`
`Non-Argument Calendar
`
`____________________
`
`
`WL ALLIANCE LLC,
`
`versus
`PRECISION TESTING GROUP INC.,
`GLENN STUCKEY,
`
`
` Plaintiff-Appellee,
`
` Defendants-Appellants.
`____________________
`
`Appeal from the United States District Court
`for the Northern District of Florida
`D.C. Docket No. 3:19-cv-04459-RV-HTC
`____________________
`
`
`
`USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 2 of 9
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`2
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`Opinion of the Court
`
`22-10780
`
`
`Before WILSON, JORDAN, and BRANCH, Circuit Judges.
`PER CURIAM:
`This case involves a partnership dispute between Plaintiff-
`Appellee WL Alliance and Defendants-Appellants Precision Test-
`ing Group, Inc. and Glenn Stuckey (collectively, the defendants).
`After a jury trial on WL Alliance’s claims for wrongful disassocia-
`tion and breach of partnership agreement, the defendants were
`found liable for an aggregate $3.3 million in damages. The defend-
`ants appeal, arguing that the damage award included damages for
`lost future profits that were not “reasonably certain,” and that the
`damage awards were not supported by the evidence because there
`was no accounting.
`After careful review, we conclude the damage awards were
`in accord with Florida law. Accordingly, we AFFIRM.
`I.
`We assume the parties are familiar with the factual history
`of this case and summarize only the relevant points. WL Alliance
`and the defendants partnered to provide specialized technicians to
`the energy utility company First Energy. Under their business ar-
`rangement the defendants formally contracted with First Energy to
`provide the technicians and received payments from First Energy.
`WL Alliance was responsible for actually recruiting the technicians
`and for managing their payroll. The partners intended to split prof-
`its fifty-fifty and settled up their accounts on a quarterly basis.
`
`
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`USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 3 of 9
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`22-10780
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`Opinion of the Court
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`3
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`After a disagreement about the amounts being remitted
`
`from the defendants to WL Alliance, the partnership was termi-
`nated. Stuckey, the owner and principal of Precision Testing, ter-
`minated the contract between Precision Testing and First Energy.
`This contract contained an at-will termination clause. Stuckey
`then caused another entity he owned, JJL Consulting, to enter into
`a similar contract with First Energy. The effect was to cut WL Al-
`liance out of the business arrangement with First Energy.
`
`WL Alliance sued, alleging that the defendants and WL Alli-
`
`ance were partners on the First Energy contract, and that Stuckey’s
`actions constituted a wrongful disassociation from the partnership
`(Count 1) and a breach of the partnership agreement (Count 3).
`WL Alliance also requested an equitable accounting of the partner-
`ship accounts (Count 2). The defendants did not counterclaim for
`a reciprocal accounting. Pre-trial, the parties stipulated that Count
`2 would be tried to the bench after the jury verdict, “if necessary.”
`
`At trial the jury heard testimony regarding the course of the
`
`parties’ business, and the prospect that the business with First En-
`ergy would continue for several more years. The jury also heard
`expert testimony from both sides on the valuation of the business.
`WL Alliance’s expert provided a present value calculation of the
`partnership at the time of the disassociation. The defendants’ ex-
`pert reviewed WL Alliance’s calculation but did not provide his
`own independent valuation.
`
`Pre-verdict, the defendants moved for judgment as a matter
`of law under Federal Rule of Civil Procedure 50(a), arguing that
`
`
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`USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 4 of 9
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`4
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`Opinion of the Court
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`22-10780
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`there was insufficient evidence to support the future damages. Spe-
`cifically, they argued that, because the contract with First Energy
`was terminable at-will, damages based on that contract were too
`speculative as a matter of Florida law. The district court denied
`this motion. The jury found that a partnership did exist and
`awarded $1.7 million in past damages, and $1.6 million in future
`damages against the defendants.
`
`Post-verdict, WL Alliance moved the court to enter judg-
`ment on counts 1 and 3 for the money damages, and to moot count
`2’s request for an equitable accounting. WL Alliance noted that it
`had achieved its goals of discovering what it was owed under the
`partnership through the discovery process and no longer needed
`an equitable accounting. The defendants objected, arguing that an
`accounting was required under Florida law and sought to: (1)
`amend their answer to add a reciprocal accounting counterclaim to
`conform to the trial pursuant to Federal Rule of Civil Procedure
`15(b)(2), and (2) stay entry of judgment pending a bench trial on
`the accounting counts. The district court denied this motion, not-
`ing that an accounting was not required under Florida law and
`therefore WL Alliance’s request for an accounting was moot. Fur-
`ther, the court enforced its pre-trial scheduling order and refused
`to allow the late amendment of the defendants’ answer.
`Finally, the defendants filed a renewed motion for judgment
`as a matter of law under Federal Rule of Civil Procedure 50(b), re-
`iterating their arguments that an accounting was required and that
`the future damages were too speculative. The district court denied
`
`
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`USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 5 of 9
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`22-10780
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`Opinion of the Court
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`5
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`this motion, holding that the accounting argument was waived be-
`cause it was not presented in the Rule 50(a) motion and was unsup-
`ported by the record. The district court further held that the evi-
`dence was sufficient to support the award of future damages.
`II.
`We review the denial of motions for judgment as a matter
`of law de novo and apply the same standard as the district court.
`Collado v. United Parcel Serv., Co., 419 F.3d 1143, 1149 (11th Cir.
`2005). Judgment as a matter of law is only warranted where, taking
`all evidence in favor of the non-movant, no reasonable jury could
`have reached a verdict for the non-movant. Id.
`This is a diversity action, and both parties agree that Florida
`substantive law governs this appeal. See Erie R.R. v. Tompkins,
`304 U.S. 64, 78 (1938).
`
`III.
`A.
`We begin with the defendants’ argument that there was in-
`sufficient evidence to support the award of future damages. We
`have previously held that Florida law requires future damages to
`be proved with “reasonable certainty.” Nebula Glass Int’l, Inc. v.
`Reichold, Inc., 454 F.3d 1203, 1212 (11th Cir. 2006) (citing Auto-
`Owners Ins. Co. v. Tompkins, 651 So.2d 89, 90–91 (Fla. 1995)).
`Florida law distinguishes between proving the causation of dam-
`ages and proving the amount of damages. The plaintiff must prove
`with reasonable certainty that their lost profits were caused by the
`
`
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`Opinion of the Court
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`22-10780
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`defendant’s breach; but, once proven, need only provide a reason-
`able “yardstick” to judge the amount of damages. Id. at 1213–14,
`1217 (quoting W.W. Gay Mech. Contractor, Inc. v. Wharfside
`Two, Ltd., 545 So.2d 1348, 1350–51 (Fla. 1989)).
`Here, Precision Testing argues that the future damages can-
`not be proved with reasonable certainty because the contract be-
`tween the defendants and First Energy was terminable at-will and
`“for convenience.” Thus, without an enforceable guarantee that
`the contract would continue, any damages based on its continua-
`tion are the result of pure speculation. The defendants rely primar-
`ily on our case Brough v. Imperial Sterling Ltd., 297 F.3d 1172 (11th
`Cir. 2002), where we considered a real estate broker’s claim for lost
`future commissions based on the possible sale of certain pieces of
`real estate. There we held that Florida law made those damages
`too speculative because there was no guarantee, contractual or
`otherwise, that those properties would have sold during the real
`estate broker’s contract and thus no reasonable certainty he would
`have received those commissions. Id. at 1177–78.
`However, we think that the defendants’ argument that an
`at-will contract cannot support future damages because it is not an
`enforceable guarantee of future business overstates the rule in Flor-
`ida. For instance, in Nebula Glass, we upheld an award of future
`damages where it was established that recent profits were on an
`upward trajectory and that customers were changing their behav-
`ior based on the defendant’s breach. Nebula Glass, 454 F.3d at
`1216. We specifically noted, “[The plaintiff’s] lost profit claim did
`
`
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`USCA11 Case: 22-10780 Document: 31-1 Date Filed: 12/21/2022 Page: 7 of 9
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`22-10780
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`Opinion of the Court
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`7
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`not depend on any obligation by its customers, but rather on the
`common-sense notion that a large group of sophisticated commer-
`cial purchasers would not, without cause, collectively reject a prod-
`uct they had been using.” Id. at 1216 n.1. The rule is thus depend-
`ent on the actual facts and circumstances in each case and deter-
`mined by the evidence presented during the trial.
`Here, there was specific evidence from fact witnesses that
`First Energy’s need for the technicians provided by the partnership
`did not change before the disassociation, had not changed since
`then, and was unlikely to change in the future. Stuckey himself
`testified that he believed the business with First Energy would con-
`tinue into the future, and Stuckey, through his other entity JJL Con-
`sulting, had agreed to a three-year extension with First Energy.
`Similar to Nebula Glass, where specific evidence of customers’ pat-
`terns of purchasing and evidence of the business’s trajectory was
`sufficient to sustain future damages, here, specific evidence show-
`ing the course of the First Energy contract as well as opinions
`showing the longevity of that business are adequate to support fu-
`ture damages.
`This case is different from Brough where there was “abso-
`lutely no means by which a jury” could determine whether the real
`estate sales would close in time or not. Brough, 297 F.3d at 1178
`(“The jury could only award Brough damages by speculating that
`[the defendant] would leave the properties on the market and ac-
`cept offers from buyers.”). Here, the jury did not need to speculate,
`but could look at the evidence showing the course of the First
`
`
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`Opinion of the Court
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`22-10780
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`Energy business and First Energy’s demonstrated ongoing need for
`the technicians, as well as the renewal of the contract with JJL con-
`sulting. Thus, the jury could weigh this evidence and rely on the
`“common sense notion” that a sophisticated business would not
`radically change its business model suddenly and without cause.
`While the defendants point to various pieces of evidence in
`the record to suggest that continuation of the First Energy business
`was less certain, the weight of that evidence was a matter for the
`jury. The jury rejected Precision Testing’s arguments that the busi-
`ness would not continue, and we will not disturb their finding
`merely because we are urged to disagree with it.
`B.
`We turn now to the defendants’ argument that without an
`equitable accounting all damages are too speculative. This argu-
`ment was waived because Precision Testing presented it for the
`first time in their post-verdict Rule 50(b) motion. “This Court re-
`peatedly has made clear that any renewal of a motion for judgment
`as a matter of law under Rule 50(b) must be based upon the same
`grounds as the original request for judgment as a matter of
`law . . . .” Doe v. Celebrity Cruises, Inc., 394 F.3d 891, 903 (11th
`Cir. 2004). The defendants’ original Rule 50(a) motion raised four
`grounds: (1) that the elements of a partnership were not present;
`(2) that Precision Testing (as opposed to Stuckey) was not liable for
`future damages since it had been removed from the contract; (3)
`that future damages were too speculative due to the nature of the
`business; and (4) that certain past damages were not proved. Of
`
`
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`22-10780
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`Opinion of the Court
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`9
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`those, the defendants renewed only (3) and abandoned the rest.
`The argument relating to the need for an accounting was not raised
`in the Rule 50(a) motion and accordingly could not be renewed in
`the Rule 50(b) motion.
`Further, the argument is unsupported by Florida partner-
`ship law. See Larmoyeux v. Montgomery, 963 So.2d 813, 819 (Fla.
`Dist. Ct. App. 2007) (explaining that the current version of the part-
`nership statute “eliminat[ed] the requirement that partners first sue
`for an accounting before bringing other claims”); see also Fla. Stat.
`§ 620.8405(2)(a) (“A partner may maintain an action against the
`partnership or another partner for legal or equitable relief, with or
`without an accounting as to partnership business, to: [e]nforce such
`partner's rights under the partnership agreement.”).
`
`Finally, the defendants’ argument that WL Alliance invited
`this “error” is meritless because WL Alliance does not complain of
`any error in the district court’s decisions. Cf. Pensacola Motor
`Sales Inc. v. E. Shore Toyota, LLC, 684 F.3d 1211, 1231 (11th Cir.
`2012) (“A party that invites an error cannot complain when its in-
`vitation is accepted.”).
`
`Accordingly, we affirm the jury’s damages verdicts.
`AFFIRMED.
`
`
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