SIS, LLC v. Stoneridge Software, Inc. ( 2023 )

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[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 21-13567
____________________
SIS, LLC,
Plaintiff-Counter Defendant
Appellant-Cross Appellee,
versus
STONERIDGE SOFTWARE, INC.,
ERIC NEWELL,
SCOTT BOEDIGHEIMER,
Defendants-Counter Claimants
Appellees,
STONERIDGE HOLDINGS, INC.,
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2 Opinion of the Court 21-13567
Defendant-Counter Claimant
Appellee-Cross Appellant.
____________________
Appeals from the United States District Court
for the Northern District of Georgia
D.C. Docket No. 1:17-cv-01816-SDG
____________________
Before JORDAN, ROSENBAUM, Circuit Judges, and SCHLESINGER,*
District Judge.
PER CURIAM:
This case involves a contractual dispute between SIS, LLC,
a software service provider, and its subcontractor, Stoneridge
Holdings, Inc., in what was at the time one of the biggest deals in-
volving the implementation of the software program Microsoft
Dynamics AX for APi Group, Inc. (“APi”), a construction conglom-
erate. The dispute resulted in litigation between SIS and Ston-
eridge.
The district court held that the liquidated damages provision
in the mutual confidentiality agreement executed by SIS and Ston-
eridge was unenforceable under Georgia law. According to the
* The Honorable Harvey Schlesinger, United States District Judge for the Mid-
dle District of Florida, sitting by designation.
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21-13567 Opinion of the Court 3
district court, the liquidated damages provision did not employ a
reasonable method for estimating the probable loss suffered by SIS
given that it broadly covered all profits directly or indirectly real-
ized by Stoneridge, and not the actual loss that SIS suffered. After
an eight-day trial, the jury found in part that Stoneridge breached
the mutual confidentiality agreement and awarded SIS $85,000 in
nominal damages.
SIS now appeals the enforceability of the liquidated damages
provision, and Stoneridge cross-appeals the district court’s refusal
to reduce the jury’s nominal damages award from $85,000 to $400,
the cost of filing the action. We consider two discrete questions (1)
whether a liquidated damages provision that was based on the non-
breaching party’s direct or indirect profits is enforceable under
Georgia law; and (2) whether an award of $85,000 in nominal dam-
ages contravenes Georgia law. After a review of the parties’ briefs
and the record, and with the benefit of oral argument, we answer
both questions in the negative and affirm.
I
A
SIS and Stoneridge are both software companies. SIS works
mainly in the construction industry, where it helps companies se-
lect and use computer software that links and manages all facets of
their business such as their operations, payroll, and accounting.
Stoneridge, on the other hand, provides training services related to
Microsoft software packages like Microsoft Dynamics AX—the
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software at the center of this case. Stoneridge has extensive expe-
rience with Microsoft Dynamics AX and has been recognized by
Microsoft as an expert in this field.
Before 2014, APi, a large conglomerate of construction com-
panies, wanted to replace its various software systems with an en-
terprise resource planning software program, such as Microsoft
Dynamic AX, that managed many aspects of its business within a
single program. Following a request for proposal by APi, SIS ap-
proached Stoneridge to work as a subcontractor on the project. SIS
and Stoneridge then began collaborating on the bid for the project
and negotiating a subcontract agreement.
To facilitate their negotiations, SIS and Stoneridge entered
into a mutual confidentiality agreement (“MCA”). The MCA pro-
hibited a party receiving confidential information from accessing,
reproducing, disclosing, or using that information for purposes un-
related to the business relationship between the parties. Im-
portantly, § 5 of the MCA contained a liquidated damages provi-
sion, which stated: “Receiving party agrees that if it breaches this
Agreement, Disclosing Party shall be entitled to an accounting and
payment of all forms of compensation or benefits which Receiving
Party directly or indirectly realizes as a result of such breach.” (em-
phasis added).
SIS ultimately won the bid to implement the Microsoft Dy-
namics AX software for APi. SIS and Stoneridge exchanged drafts
of a subcontract agreement, but they never signed a final contract.
Stoneridge did not agree with SIS’ final estimated hours of work
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21-13567 Opinion of the Court 5
for its employees, which was considerably less than what it had
originally agreed to. The parties’ negotiations eventually failed and
Stoneridge informed SIS that it no longer intended to go forward
with the subcontract agreement.
Notwithstanding Stoneridge’s withdrawal, SIS proceeded
with the Microsoft Dynamics AX’s software project for APi. SIS,
however, had some performance issues during the initial analysis
phase of the project and its relationship with APi deteriorated. As
a result of SIS’ performance, APi ended its engagement with SIS
and began looking for a replacement for the subsequent implemen-
tation phase of the project. To this end, APi communicated with
Stoneridge that it was interested in having it take over the project
and scheduled a meeting. A day before the meeting between Ston-
eridge and APi, Scott Boedigheimer, Stoneridge’s vice-president of
business development, sent two emails to Eric Newell, Ston-
eridge’s president, and Cody Marshall, another Stoneridge em-
ployee. One of the emails contained an organizational chart out-
lining SIS’ implementation plan for the APi project. The other
email contained a listing of some of SIS’ proposed prices for the APi
implementation. These two emails became the basis of SIS’ claims
against Stoneridge.
APi then hired Stoneridge to take over the project. In order
to facilitate a smooth transition, SIS and APi negotiated a transition
procedure, which was memorialized as a settlement agreement in
which APi paid SIS the full amount that was due under its contract
with SIS. Additionally, SIS was permitted to remain as the partner
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of record with Microsoft for the project, which permitted SIS to
continue earning commissions for the project despite its termina-
tion by APi. SIS received approximately $1.3 million in partner-of-
record commissions.
B
After receiving all the commissions as partner of record, SIS
filed suit against Stoneridge and against Mr. Boedigheimer and Mr.
Newel, individually. SIS’ second amended complaint, which was
the operative complaint for most of the action, asserted claims for
(1) breach of contract, (2) promissory estoppel, (3) negligent mis-
representation, (4) fraud, (5) tortious interference with economic
advantage, and (6) misappropriation of trade secrets. 1
Stoneridge asserted a counterclaim against SIS for services
provided.
After the defendants moved to dismiss SIS’ second amended
complaint, the district court dismissed SIS’ tortious interference
claim. Then, at summary judgment, the district court dismissed
each of SIS’ claims except those for breach of contract and misap-
propriation of trade secrets because there were issues of material
fact as to those claims. The district court also ruled that the
1
SIS’ claim for breach of contract was pled under the subcontract agreement,
but in the event the subcontract agreement was unenforceable, SIS alleged a
breach of the MCA. Additionally, SIS’ claims for promissory estoppel, negli-
gent misrepresentation, and fraud were pled in the alternative to its claim for
breach of the subcontract agreement.
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subcontract agreement could only be enforced as an oral agree-
ment. Consequently, SIS’ claims for breach of contract and misap-
propriation of trade secrets proceeded to trial along with Ston-
eridge’s counterclaim.
A month before the trial was set to begin, and four years af-
ter filing the lawsuit, SIS completely shifted its view of the case and
sought leave of court to file a third amended complaint. Although
SIS continued to pursue its claim for misappropriation of trade se-
crets, it sought to pursue its claim for breach of contract under the
MCA instead of the oral subcontract agreement. The district court
permitted the amendment, but only to allow SIS to remove allega-
tions related to the subcontract agreement. The district court also
permitted the parties to submit briefs before the trial started given
the significant restructuring of the case on the eve of trial. The
defendants’ trial brief, which was filed the day before trial began,
argued in part that the liquidated damages provision in the MCA
was unenforceable.
C
At the end of the first day of the jury trial, the district court
discussed with the parties the issue raised in Stoneridge’s trial brief
regarding the enforceability of the liquidated damages provision in
the MCA. The following day, the district court expressly asked SIS
whether it wanted to respond in writing or whether it wanted to
present argument. SIS responded that it preferred to have argu-
ment. Thus, the district court set the argument for the subsequent
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morning and asked SIS’ counsel “not to focus the jurors or bring
attention to [the liquidated damages] provision in [the] MCA.”
The following day, the district court heard argument on the
enforceability of the liquidated damages provision in the MCA. Af-
ter hearing the parties’ arguments, the district court ruled that § 5
of the MCA was an unenforceable liquidated damages provision
under Georgia law. Specifically, the district court concluded that
the liquidated damages provision did not employ “a reasonable
method of estimating the probable loss.” According to the district
court, the “provision broadly covered profit, directly or indirectly,
realized from the breach,” and it also “violate[d] established Geor-
gia law that only actual damages are permitted for breach of con-
tract.” Therefore, the district court held that “the liquidated dam-
ages provision [was] unenforceable because it [did] not provide a
reasonable pre-estimate of the loss that would have been suffered
by SIS” and that “it was designed to work as a deterrence or a pen-
alty rather than as damages[.]” App. at 744.
After eight days of trial, the jury returned a mixed verdict.
The jury found in favor of SIS on its claim that Stoneridge breached
the MCA and awarded SIS $85,000 in nominal damages. Addition-
ally, the jury found in favor of Stoneridge on SIS’ trade secrets
claim and on Stoneridge’s counterclaim for services provided.
D
SIS and Stoneridge filed various post-trial motions. SIS filed
a motion for attorneys’ fees and expenses under O.C.G.A. § 13-6-
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11. Stoneridge also filed a motion for judgment as a matter of law
or, in the alternative, remittitur, seeking to reduce the nominal
damages awarded to SIS to the $400 filing fee. Additionally, Ston-
eridge filed a motion for Rule 11 sanctions against SIS for frivo-
lously litigating its claim for breach of the subcontract agreement
for four years only to abandon the claim a month before trial. Fi-
nally, Stoneridge filed an objection to SIS’ bill of costs arguing that
SIS was not the prevailing party and that it had failed to substanti-
ate its costs with receipts.
The district court ruled on the parties’ post-trial motions in
an omnibus order. The district court sustained Stoneridge’s objec-
tions to SIS’ bill of costs and denied the remaining motions on var-
ious grounds. First, the district court denied SIS’ motion for attor-
neys’ fees because it found that Stoneridge “neither acted in bad
faith nor was stubbornly litigious with respect to the MCA claim.”
Second, the district court denied Stoneridge’s motion for judgment
as a matter of law, or, in the alternative, remittitur because under
Georgia law a reasonable amount of nominal damages “depends
on the circumstances of the case and is up to the jury to decide.”
The district court declined to disturb the jury’s verdict on nominal
damages because the jury was not confused about the court’s in-
struction on those damages, and under Georgia’s “flexible” defini-
tion of nominal damages, “courts have approved nominal damages
awards of up to at least $625,000.” Finally, the district court denied
Stoneridge’s motion for Rule 11 sanctions because “SIS had a fac-
tual basis for its claim that Stoneridge breached the subcontract
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agreement, its theory was reasonable, and there [was] no evidence
it pursued this claim for an improper purpose.”
This appeal followed.
II
SIS appeals the district court’s ruling that § 5 of the MCA is
an unenforceable liquidated damages provision, and Stoneridge
cross-appeals the denial of its motion for judgment as a matter of
law or, in the alternative, remittitur. We hold that the district court
did not err in concluding that the liquidated damages provision in
the MCA was unenforceable or in refusing to reduce the jury’s
$85,000 nominal damages award. We therefore affirm.
A
We begin by addressing the enforceability of the liquidated
damages provision in the MCA under Georgia law. In Georgia,
whether a liquidated damages clause is valid and enforceable is a
question of law, therefore we review the issue de novo. See Nat’l
Serv. Indus., Inc. v. Here To Serve Rest., Inc., 695 S.E.2d 669, 671
(Ga. Ct. App. 2010) (“Determining whether a liquidated damages
provision is enforceable is a question of law.”). See also Dear v. Q
Club Hotel, LLC, 933 F.3d 1286, 1293 (11th Cir. 2019) (“The inter-
pretation of a contract is a question of law that we review de
novo.”).
SIS argues that the liquidated damages provision in the MCA
was enforceable because the evidence presented at trial established
that SIS’ lost profits from the breach were commensurate with
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Stoneridge’s benefit. Specifically, SIS argues that (1) SIS and Ston-
eridge shared common rates and expenses; (2) Georgia courts do
not require exactitude in estimating probable losses for purposes of
liquidated damages; and (3) SIS would not have a remedy without
Stoneridge’s profits as a measure. SIS further argues that the liqui-
dated damages provision is not “overly broad,” and that it is an es-
timate of “actual,” not disgorgement damages.
Stoneridge responds that the MCA’s liquidated damages
provision is unenforceable as a matter of law in part because it does
not set a reasonable pre-estimate of SIS’ damages given that it “im-
permissibly uses Stoneridge’s ‘compensation and benefit’ as a
measurement of SIS’ injury.” According to Stoneridge, § 5 of the
MCA seeks to recover for SIS the direct and indirect profits earned
by Stoneridge under the guise of liquidated damages.
B
“As a threshold matter, Georgia law allows parties to pro-
vide for liquidated damages in their contracts, and unless the pro-
vision violates some principle of law, the parties are bound by their
agreement.” Crown Series, LLC v. Holiday Hosp. Franchising,
LLC, 851 S.E.2d 150, 153 (Ga. Ct. App. 2020) (internal quotation
marks and citation omitted). See also O.C.G.A. § 13–6–7 (“If the
parties agree in their contract what the damages for a breach shall
be, they are said to be liquidated and, unless the agreement violates
some principle of law, the parties are bound thereby.”). The Geor-
gia Supreme Court has held, and the parties agree, that a liquidated
damages clause is enforceable if (1) the injury caused by the breach
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of the contract is difficult or impossible to accurately estimate; (2)
the parties intended to provide for damages rather than a penalty;
and (3) the sum stipulated upon by the parties is a reasonable pre-
estimate of the probable loss. See Se. Land Fund, Inc. v. Real Est.
World, Inc., 227 S.E.2d 340, 343 (Ga. 1976). If a liquidated damages
provision fails to meet any of these elements, it is deemed unen-
forceable under Georgia law. See Ultra Grp. of Cos., Inc. v. S&A
1488 Mgmt., Inc., 849 S.E.2d 531, 534 (Ga. Ct. App. 2020).
The crux of the parties’ dispute here focuses on the third el-
ement. Under this element, the “touchstone question is whether
the parties employed a reasonable method under the circum-
stances to arrive at a sum that reasonably approximates the proba-
ble loss of the defaulting party.” Caincare, Inc. v. Ellison, 612
S.E.2d 47, 50 (Ga. Ct. App. 2005). We agree with the district court
that the liquidated damages provision here is not a reasonable pre-
estimate of the probable loss.
The formula employed in § 5 of the MCA is not a reasonable
method for approximating the probable loss because it is based en-
tirely on the breaching party’s profits, and not on the injury suf-
fered by the non-breaching party. In other words, § 5 of the MCA
mismatches the damages awarded to SIS and the damages actually
suffered by it. This discrepancy directly contravenes the traditional
principle of contract law that “damages should put the injured
party in the position he would be in had the contract been per-
formed.” AcryliCon USA, LLC v. Silikal GmbH, 985 F.3d 1350,
1373 (11th Cir. 2021) (applying Georgia law). The liquidated
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damages provision here stands that principle on its head because it
places SIS, the nonbreaching party, in a far better position than it
would have been if the contract had never been breached by Ston-
eridge. For example, under § 5 of the MCA, SIS is entitled to “all
forms of compensation or benefits which [Stoneridge] directly or
indirectly realizes as a result of such breach.” See R. at 607 (empha-
sis added). This liquidated damages provision therefore resembles
a disgorgement remedy, “meaning that it permits a plaintiff to re-
cover the defendant’s profits from breach, even if they exceed the
provable loss to the plaintiff from the defendant’s defaulted perfor-
mance,” which is “not an available remedy for breach of contract
under Georgia law.” AcryliCon USA, LLC, 985 F.3d at 1372 (inter-
nal quotation marks and citation omitted). Because § 5 of the MCA
gives SIS all direct or indirect profits earned by Stoneridge irrespec-
tive of the actual profits that SIS lost, it does not provide a reason-
able pre-estimate of the probable loss.
This liquidated damages provision instead functions more
like a penalty than a reasonable pre-estimate of the probable loss.
Georgia law is clear that “[d]eterrence should not factor into the
[liquidated damages] equation.” Caincare, Inc., 612 S.E.2d at 50.
Indeed, “[w]here a designated sum is inserted into a contract for
the purpose of deterring one or both of the parties from breaching
it, it is a penalty.” Id. (internal quotation marks and citation omit-
ted). Given the disconnect between the damages provided for by
§ 5 of the MCA and the actual damages suffered by the non-breach-
ing party, there is little doubt that this liquidated damages
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provision functions more like deterrence than damages. See id. at
51 (explaining that a “disparity in damages” suggested that a liqui-
dated damages clause functioned more like a penalty than compen-
sation). Accordingly, we agree with the district court that the liq-
uidated damages provision in the MCA is an unenforceable pen-
alty. 2
C
We now turn to SIS’ principal argument against the district
court’s ruling. SIS relies primarily on two cases, Crown Series,
LLC, 851 S.E.2d at 156, and Ramada Franchise Systems, Inc. v. Mo-
tor Inn Investment Corp., 755 F. Supp. 1570, 1577-79 (S.D. Ga.
1991), to argue that a breaching party’s profit is an appropriate
measure of probable loss. SIS’ reliance on these two cases, how-
ever, is unpersuasive because the liquidated damages provisions in
those cases are distinguishable from the provision here.
Crown Series involved the breach of a hotel license agree-
ment. See 851 S.E.2d at 152. The liquidated damages provision in
that case applied a formula that provided the licensor with the fees
it should have gotten for an agreed upon period of time based on
2
We do not view this as a close case, but even if it was, the Georgia Supreme
Court has advocated interpreting a close liquidated damages provision as a
penalty. See Fortune Bridge Co. v. Dep’t of Transp., 250 S.E.2d 401, 402 (Ga.
1978) (“In cases of doubt the courts favor the construction which holds the
stipulated sum to be a penalty and limits the recovery to the amount of dam-
age[s] actually shown, rather than a liquidation of the damages.” (citation
omitted)).
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the actual track record of that hotel leading up to the breach. See
id. Similarly, in Ramada Franchise, a case involving a breach of a
franchise agreement, the liquidated damages provision applied a
formula that used the percentage of gross room sales computed
over the last two years that the franchise was in existence. See 755
F. Supp. at 1579. Significantly, in both Crown Series and Ramada
Franchise, the liquidated damages clauses were (1) limited in time
for the length of the contract; (2) predicated on a formula that used
discrete variables; and (3) contemplated payment that would have
been paid if the agreement had not been breached. See Crown Se-
ries, LLC, 851 S.E.2d at 152; Ramada Franchise Sys., Inc., 755 F.
Supp. at 1572.
The liquidated damages provision here, on the other hand,
does not contain any of the limiting characteristics or variables
found in the liquidated damages provision in Crown Series or
Ramada Franchise. Although SIS contends that Stoneridge’s prof-
its were a reasonable measure of SIS’ loss because the profits and
expenses are “common” in the industry, the liquidated damages
provision here, unlike the liquidated damages provisions in Crown
Series and Ramada Franchise, does not mention or reference those
metrics or variables. As such, neither Crown Series nor Ramada
Franchise support SIS’ contention in this case that a breaching
party’s profit is an appropriate measure of probable loss.
We decline to read into the liquidated damages provision
here a level of specificity that was left out by the parties. See J.P.
Carey Enters., Inc. v. Cuentas, Inc., 864 S.E.2d 588, 595 (Ga. Ct.
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App. 2021) (noting that Georgia courts construe liquidated dam-
ages provision strictly). To be clear, the reason for our conclusion
is not, as SIS contends, that we are demanding a level of precision
or “exactitude” that is not required under Georgia law. See Appel-
lant’s Br. at 28. We are not saying that a more precise formula
should have or could have been employed. We simply do not think
that a formula that is entirely predicated on the breaching party’s
direct or indirect profits without any regard to the nonbreaching
party’s actual loss, such as the one employed in this case, could be
considered a reasonable pre-estimate of the probable loss.
D
SIS raises a few additional arguments to support its conten-
tion that the district court erred in concluding that the liquidated
damages provision was unenforceable, but we are unpersuaded by
them.
First, the district court did not fail to hold the parties to the
deal they made. SIS repeatedly argued in its brief and during oral
argument that the liquidated damages provisions could not have
been deemed a “penalty” because both SIS and Stoneridge were
equally sophisticated and experienced “contract makers with ex-
tensive knowledge of the Microsoft Dynamics industry.” Appel-
lant’s Br. at 31-32. SIS’ argument is unpersuasive both (1) because
sophistication is not the touchstone of enforceability; and (2) be-
cause the argument ignores that § 5 of the MCA does not provide
a reasonable mechanism for calculating the damages resulting from
a breach and instead seeks to deprive the breaching party of all
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direct or indirect benefit from breaching the agreement. See
Dougherty, McKinnon & Luby, P.C. v. Greenwald, Denzik & Da-
vis, P.C., 447 S.E.2d 94, 96 (Ga. Ct. App. 1994) (“Notwithstanding
the fact that a liquidated damages provision represents the parties’
agreement as to compensation for a breach of contract, if the un-
derlying contract itself violates some principle of law, the liqui-
dated damages provision cannot be enforced.”). See also O.C.G.A.
§ 13-6-7 (rendering unenforceable any liquidated damages provi-
sion that violates a principle of law).
Second, the district court did not prematurely rule on the
enforceability of the liquidated damages provision in violation of
Federal Rule of Civil Procedure 50(a). SIS claims that the district
court “sua sponte” ruled on the liquidated damages issue without
“either party ha[ving] been fully heard in the jury trial with regard
to evidence related to liquidated damages.” Appellant’s Br. at 22.
SIS is incorrect. The district court did not sua sponte rule on the
enforceability of the MCA’s liquidated damages provision. At the
end of the second day of trial and after ruling on the admissibility
of a trial exhibit, the district court discussed various housekeeping
items with the parties. During this discussion, defendants voiced
their concern about plaintiff’s “references to the MCA’s damages
provision,” so the district court set a plan to hear argument on this
issue, which had been previously raised in the defendants’ trial brief
and which was triggered by SIS’ shift of its breach of contract the-
ory on the eve of trial. The district court specifically asked SIS if it
wanted to respond to the defendants in writing or if it wanted to
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present argument, but SIS declined the opportunity to respond in
writing and opted to argue the matter instead. It was only after the
district court heard both parties’ arguments that it ruled that § 5 of
the MCA was unenforceable.
Consequently, SIS’ suggestion that the district court violated
Rule 50(a) in ruling on the enforceability of the liquidated damages
provision at trial is meritless. As discussed in the previous para-
graph, Stoneridge did not make a Rule 50 motion. The district
court instead, “as the [entity] initially called upon to decide the
many questions of law and fact that occur in the course of a trial,”
Firestone Tire & Rubber Co. v. Risjord, 449 U.S. 368, 374 (1981),
ruled on a legal issue—the enforceability of a liquidated damages
clause. See Liberty Life Ins. Co. v. Thomas B. Hartley Constr. Co.,
375 S.E.2d 222, 223 (Ga. 1989) (“[T]he enforceability of a liquidated-
damages provision in a contract is a question of law for the court.”);
MMA Cap. Corp. v. ALR Oglethorpe, LLC, 785 S.E.2d 38, 41 (Ga.
Ct. App. 2016) (same).
Third, the district court did not fail to hold Stoneridge to its
burden of proof. Georgia law is clear that “the party who defaults
on the contract has the burden of proving the liquidated damages
clause is an unenforceable penalty.” J.P. Carey Enters, Inc., 864
S.E.2d at 594 (internal quotation marks and citation omitted).
Here, there is no indication that the district court did not hold Ston-
eridge, as the defaulting party, to its burden of proof. Under Geor-
gia law, the defaulting party can carry its burden by “proving any
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21-13567 Opinion of the Court 19
of the three factors is lacking,” which is what Stoneridge did here.
See Ultra Grp. of Cos., Inc., 849 S.E.2d at 534.
Finally, the district court did not leave SIS “without a rem-
edy.” Appellant’s Br. at 33. The fact that the jury awarded SIS
$85,000 in nominal damages belies SIS’ entire argument as to this
point. If SIS found itself without a remedy after the district court
concluded the liquidated damages provision was unenforceable,
that was a product of its own doing. Under Georgia law, SIS had
the ability to recover its actual damages, but after four years of liti-
gation and on the eve of trial, SIS withdrew its claims of breach of
the oral subcontractor agreement in order to rely exclusively on
the breach of the MCA and its liquidated damages provision. SIS’
precarious position was thus self-inflicted, and its difficulty in estab-
lishing actual damages or lost profits does not mean that a remedy
was not available.
III
We next turn to Stoneridge’s cross-appeal, which challenges
the district court’s refusal to reduce the jury’s award of $85,000 in
nominal damages. We conclude that the district court did not err
in refusing to disturb the jury’s nominal damages award.
A
We review the denial of a motion for judgment as a matter
of law de novo. See Wood v. Green, 323 F.3d 1309, 1312 (11th Cir.
2003). Additionally, we review the denial of a motion for remittitur
under an abuse of discretion standard. See Moore v. Appliance
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20 Opinion of the Court 21-13567
Direct, Inc., 708 F.3d 1233, 1237 (11th Cir. 2013). And we consider
the evidence and the inferences drawn from it in a light most favor-
able to the nonmoving party. See Goldsmith v. Bagby Elevator
Co., 513 F.3d 1261, 1275 (11th Cir. 2008).
B
Stoneridge argues that the $85,000 awarded by the jury in
nominal damages does not meet the “standard of triviality required
by Georgia law.” Appellee’s Br. at 40. We disagree.
Under Georgia law, in a breach of contract case “the injured
party may recover nominal damages sufficient to cover the costs of
bringing the action.” O.C.G.A. § 13-6-6. Although nominal dam-
ages are generally defined as a “trivial sum,” in Georgia the term
“nominal damages” is “purely relative, and carries with it no sug-
gestion of certainty as to amount.” Wright v. Wilcox, 586 S.E.2d
364, 367 (Ga. Ct. App. 2003) (internal quotation marks and citation
omitted). Indeed, “[i]nstead of being restricted to a very small
amount, the sum awarded as nominal damages may, according to
circumstances, vary almost indefinitely.” Id. According to the
Georgia Supreme Court, “[i]n some cases, a very small amount
might constitute the trivial sum contemplated by the term ‘nomi-
nal damages’; in others, a much larger amount might measure
down to the same standard of triviality. It would depend largely
upon the vastness of the amount involved what sum would be con-
sidered trivial.” Sellers v. Mann, 39 S.E. 11, 11–12 (Ga. 1901).
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21-13567 Opinion of the Court 21
Here, Stoneridge’s discontent with the nominal damages
awarded by the jury is primarily based on the size or excessiveness
of the award. In Georgia, however, “even though a verdict for
nominal damages may be apparently large in its amount, it cannot
be set aside simply because the amount is large, absent evidence of
prejudice or bias in any incident at trial or a mistake on the part of
the jury.” Wright, 586 S.E.2d at 367. Stoneridge does not dispute
this point of law. See Appellee’s Br. at 38. Stoneridge also does not
point to any evidence of prejudice, bias in an incident at trial, or
mistake on the part of the jury. Thus, considering the absence of
that kind of evidence, Stoneridge’s argument that the jury’s $85,000
nominal damages award should be reduced—which is based solely
on the excessive size of the nominal damages award—fails as a mat-
ter of law. See MTW Inv. Co. v. Alcovy Props., Inc., 616 S.E.2d
166, 169 (Ga. Ct. App. 2005) (refusing to set aside an award of
$625,000 in nominal damages under Georgia law when the appel-
lant argued solely that the “excessive amount” justified the court’s
intervention). See also Wright, 586 S.E.2d at 367 (rejecting the con-
tention that the trial court should have set aside a $22,000 nominal
damages award based on the argument that it was an excessive
award as a matter of law where there were no allegations or evi-
dence of mistake or prejudice by the jury).
Stoneridge argues that the jury was “confused” about what
triviality meant. See Appellee’s Br. at 40. That argument is mis-
placed. The district court instructed the jury on the definition of
nominal damages under Georgia law and explained that “[n]ominal
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22 Opinion of the Court 21-13567
damages are generally defined as a trivial sum . . . [i]t is intended as
a vindication of the right of the party who brings an action upon
good cause, but it is not intended to compensate the party for the
breach of the contract.” App. at 1513. Then, later during delibera-
tions the jury submitted a question asking what a reasonable “triv-
ial sum” was for purposes of a nominal damages award. See D.E.
231-1 at 1-2. After hearing the parties’ input, the district court ex-
plained to the jury that it was for them, the jurors, to decide. Ston-
eridge conceded in its brief that the district court provided a “true”
statement of the law when it responded to the jury’s question. See
Appellee’s Brief at 40. Stoneridge also does not raise any argument
that the jury failed to follow the district court’s instructions. We
therefore agree with the district court that the question posed by
the jury did not reflect a mistake or misunderstanding by the jury
but was simply an attempt to “seek clarity on the jury instructions’
reference to a trivial sum.” D.E. 260 at 15 (internal quotation marks
omitted). Stoneridge’s contention that in this case—where SIS
asked for $5.6 million in damages—the jury was confused when it
awarded $85,000 in nominal damages, fails.
C
The cases relied by Stoneridge to support its argument that
the jury’s nominal damages award should be reduced are uncon-
vincing.
First, some of the cases cited by Stoneridge for the proposi-
tion that nominal damages are “commonly under $100,” Cross-Ap-
pellant’s Reply Br. at 12, were not decided under Georgia’s flexible
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21-13567 Opinion of the Court 23
nominal damages award standard. See Jones v. Crew Distrib. Co.,
984 F.2d 405, 407–09 (11th Cir. 1993); KH Outdoor, LLC v. City of
Trussville, 465 F.3d 1256, 1259 (11th Cir. 2006).
Second, just because some courts have found that lesser
awards of nominal damages under the circumstances of those cases
were not excessive under Georgia law does not mean that the
jury’s award in this case is excessive. See Ponce de Leon Condos.
v. DiGirolamo, 232 S.E.2d 62, 65 (Ga. 1977) (holding that a jury
award of $1,000 in nominal damages was not excessive); Duck-
worth v. Collier, 296 S.E.2d 640, 642 (Ga. Ct. App. 1982) (holding
that a jury award of $1,500 is not excessive). Indeed, “a very small
amount might constitute the trivial sum contemplated by the term
‘nominal damages’ [in some cases]” while “a much larger amount”
might constitute that trivial sum in other cases. Wright, 586 S.E.2d
at 367 (citation omitted).
Finally, most of the cases relied by Stoneridge are legally
and/or factually distinguishable. See Quainoo v. City of Hunts-
ville, 611 F. App’x 953, 955 (11th Cir. 2015) (deciding an attorney’s
fee award in a 42 U.S.C. § 1983 case); Fowler’s Holdings, LLLP v.
CLP Fam. Invs., L.P., 732 S.E.2d 777, 778 (Ga. Ct. App. 2012) (over-
turning a nominal damages award in the amount of $120,000 en-
tered in a bench trial where the trial court found and acknowledged
that the damages suffered were not trivial but substantial);
McEntyre v. Edwards, 583 S.E.2d 889, 890 (Ga. Ct. App. 2003) (af-
firming the jury’s award of $1 in nominal damages, which was the
“amount actually requested by the defendants”).
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24 Opinion of the Court 21-13567
Accordingly, the district court did not err in denying Ston-
eridge’s motion for judgment as a matter of law, or in the alterna-
tive, remittitur, seeking to reduce the jury’s award of $85,000 in
nominal damages.
IV
We affirm the district court’s rulings that (1) the liquidated
damages provision in the MCA was unenforceable, and (2) that the
jury’s $85,000 nominal damages award should remain undisturbed.
AFFIRMED.