Minnesota Supply Co. v. Raymond Corp. , 472 F.3d 524 ( 2006 )


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  •                      United States Court of Appeals
    FOR THE EIGHTH CIRCUIT
    ___________
    Nos. 04-1416/1850/2168/2169
    ___________
    Minnesota Supply Company,               *
    a Minnesota Corporation,                *
    *
    Plaintiff-Appellee/               *
    Cross-Appellant,                  * Appeal from the United States
    * District Court for the
    v.                                * District of Minnesota.
    *
    The Raymond Corporation, a              *
    New York Corporation,                   *
    *
    Defendant-Appellant/              *
    Cross-Appellee.                   *
    ___________
    Submitted: February 14, 2005
    Filed: December 28, 2006
    ___________
    Before ARNOLD, BOWMAN, and GRUENDER, Circuit Judges.
    ___________
    BOWMAN, Circuit Judge.
    In this diversity action, a jury returned a verdict in favor of Minnesota Supply
    Company (MN Supply) against The Raymond Corporation (Raymond) on three
    claims arising under the Minnesota Heavy and Utility Equipment Manufacturers and
    Dealers Act (HUEMDA), Minn. Stat. §§ 325E.068–325E.0684, and awarded MN
    Supply over $14 million in damages. The District Court entered judgment for MN
    Supply but reduced the damages award. The court then awarded MN Supply attorney
    fees and actual costs, but in an amount less than that requested by MN Supply.
    Raymond appeals, raising several allegations of error. MN Supply cross-appeals the
    reduction of damages and the amount of costs awarded. We affirm in part, reverse in
    part, and remand the case to the District Court for a new calculation of attorney fees
    and costs to be awarded MN Supply.
    I.
    Raymond and MN Supply entered into a dealership agreement in 1947 whereby
    MN Supply would act as a dealership for lift trucks, i.e., forklifts, manufactured by
    Raymond. MN Supply was located in Eden Prairie, Minnesota, and its territory under
    the dealership agreement included Minnesota, North Dakota, South Dakota, and the
    western counties of Wisconsin. MN Supply sold only lift trucks manufactured by
    Raymond until 1989, when MN Supply also began selling lift trucks manufactured by
    Caterpillar. These Caterpillar lift trucks were designed and classified differently from
    the Raymond lift trucks and because of market conditions and customer preferences,
    generally did not compete with the Raymond lift trucks.
    Also in 1989, the Minnesota legislature passed HUEMDA. HUEMDA
    specified that a heavy-equipment manufacturer must have good cause to terminate,
    cancel, or fail to renew a dealership agreement or to change the competitive
    circumstances of the agreement. The statute gave examples of what would constitute
    such good cause and specified certain actions that would amount to violations of
    HUEMDA. In particular, HUEMDA made it a violation for a manufacturer to "coerce
    an equipment dealer into a refusal to purchase the equipment manufactured by another
    equipment manufacturer." 
    Id. § 325E.0682(b)(2).
    HUEMDA also gave equipment
    dealers the right to seek damages from or an injunction against manufacturers for any
    violation of the statute. 
    Id. § 325E.0684.
    -2-
    In 1990, MN Supply and Raymond updated their dealership agreement. One
    provision (Paragraph 18) of the updated agreement gave Raymond the right to
    terminate the agreement if MN Supply sold lift trucks that competed directly with
    Raymond lift trucks without first obtaining Raymond's written consent. Again, the
    Caterpillar trucks sold by MN Supply at the time were considered noncompeting
    because of their different design and target customer. In 1992, however, Raymond
    began producing narrow-aisle lift trucks for Caterpillar that did compete directly with
    the Raymond brand of lift trucks.1 MN Supply elected to sell the new Caterpillar
    narrow-aisle lift trucks even though Raymond asserted that doing so would run afoul
    of Paragraph 18.
    Raymond was concerned about MN Supply's diversion of time and attention
    from representing Raymond lift trucks, and Raymond wanted to ensure that MN
    Supply would maintain Raymond's market share in MN Supply's territory. For this
    reason, Raymond negotiated changes to the dealership agreement before giving MN
    Supply consent to sell the competing Caterpillar lift trucks. The primary factor
    driving these negotiations was the threat that Raymond would terminate the dealership
    agreement pursuant to Paragraph 18 if MN Supply did not agree to amend the terms.
    By 1993, the parties had negotiated an amendment (the 1993 Amendment) under
    which MN Supply agreed to create a separate and independent division for the sale of
    Caterpillar narrow-aisle lift trucks. The 1993 Amendment also required MN Supply
    to maintain the market share for Raymond lift trucks that MN Supply had achieved
    in 1992, and it gave Raymond the right to terminate the dealership agreement if these
    1
    The Caterpillar lift trucks were manufactured by Raymond but were marketed
    and sold under the Caterpillar brand by Mitsubishi Caterpillar Forklift America. The
    District Court ruled that Raymond should not be considered the manufacturer of the
    Caterpillar trucks for purposes of MN Supply's claims. See Trial Tr. at 1705; Mem.
    Op. & Order of Sept. 26, 2003, at 13 n.7. Neither party has challenged this ruling on
    appeal.
    -3-
    conditions were not met. After the parties executed the 1993 Amendment, MN
    Supply began selling the competing line of Caterpillar lift trucks.
    By 1995, Raymond's market share in MN Supply's territory had diminished
    substantially. Raymond expressed its concern to MN Supply, and MN Supply asked
    for a year's time to improve. In addition, MN Supply submitted to Raymond a
    business plan and performance objectives but nevertheless failed to reach the required
    performance levels over the next year. Raymond served notice to MN Supply on
    December 31, 1996, that it wished to terminate the dealership agreement, and
    Raymond denied MN Supply's request to provide a further extension to the agreement.
    The parties then began the process of terminating their fifty-year relationship.
    The 1990 dealership agreement provided that as part of the termination process,
    Raymond would repurchase certain parts and inventory from MN Supply. The parties
    met in April 1997 to discuss this repurchase and other transitional issues. After the
    meeting, Raymond sent MN Supply a document entitled Termination by Mutual
    Consent (TMC) to spell out some of the termination issues. This document included
    a release of any claims by MN Supply against Raymond. The parties had several
    conversations regarding the TMC, and during the process of negotiating, Raymond
    informed MN Supply that Raymond would not move forward with the parts
    repurchase unless the TMC was finalized.
    Further negotiations ensued, and MN Supply returned to Raymond a modified
    draft of the TMC it had received from Raymond. The modified draft included a
    release of any claims by Raymond against MN Supply similar to the release MN
    Supply had been asked to sign. MN Supply's modified draft of the TMC also declared
    Minnesota law as controlling the agreement, which was contrary to Raymond's
    original draft declaring New York law as controlling. MN Supply's president had
    signed the modified draft of the TMC before sending it to Raymond, but MN Supply
    never received a signed copy of the modified draft back from Raymond. In fact, MN
    -4-
    Supply heard nothing more about the TMC until after the termination. Raymond
    claims its vice president of sales received the modified draft, signed it, and placed it
    in Raymond's file without sending a signed copy back to MN Supply. In any event,
    the parties moved forward with the inventory and parts repurchase, and they
    eventually terminated their relationship. Raymond immediately awarded MN
    Supply's former territory to a newly formed dealership that was a subsidiary of
    Raymond.
    In 1999, MN Supply brought this diversity action in federal court, claiming
    three violations of HUEMDA. MN Supply first claimed that Raymond had
    unlawfully coerced MN Supply into agreeing to the 1993 Amendment by threatening
    to terminate the dealership agreement if MN Supply sold the Caterpillar narrow-aisle
    lift trucks. MN Supply next claimed that the 1993 Amendment constituted a change
    in competitive circumstances imposed by Raymond without good cause. Finally, MN
    Supply claimed that Raymond's termination of the dealership agreement in 1997 was
    without good cause because it was based on MN Supply's failure to meet unreasonable
    terms set forth in the 1993 Amendment. Each party moved for summary judgment,
    with Raymond arguing, inter alia, that the suit was barred by the release of claims
    contained in the TMC and with MN Supply countering that the TMC was never
    formed. The court granted MN Supply's motion in part, finding that because
    Raymond never sent a signed copy of the TMC back to MN Supply, the release of
    claims contained in the TMC was not enforceable. The court denied Raymond's
    motion for summary judgment and the remainder of MN Supply's motion, and the
    parties prepared for a jury trial.
    Prior to trial, the District Court held a jury-instruction conference at which
    Raymond sought to have the jury instructed that the TMC's release provision was an
    affirmative defense to MN Supply's claims, notwithstanding the partial grant of
    summary judgment in favor of MN Supply on the issue. MN Supply filed a motion
    in limine arguing that any evidence of the TMC should be suppressed pursuant to the
    -5-
    District Court's summary judgment order. In response to MN Supply's motion in
    limine, Raymond brought forward alleged new evidence that it had indemnified MN
    Supply in a product-liability suit in 1997 and that this indemnification was pursuant
    to the terms of the TMC. This evidence, Raymond claimed, indicated that the TMC
    had indeed been formed. The District Court agreed with MN Supply, ruling that the
    evidence of indemnification should have been produced at the summary judgment
    stage and that no evidence of the TMC could be produced to the jury.
    At trial, as evidence of damages, MN Supply produced an expert who testified
    that MN Supply had lost more than $14 million as a result of the 1997 termination of
    the dealership agreement. In reaching the amount of lost profits occurring before and
    after trial, the expert had present-valued certain portions of the actual losses claimed.
    Raymond objected, arguing that MN Supply's expert had included prejudgment
    interest in his estimate of damages, which by statute was to be calculated by the court,
    not the jury. See Minn. Stat. § 549.09. The District Court allowed the expert's
    testimony and proposed to resolve the issue of prejudgment interest after the verdict.
    After MN Supply finished presenting its case, Raymond moved for judgment
    as a matter of law (JAML) pursuant to Rule 50(a) of the Federal Rules of Civil
    Procedure. The District Court denied Raymond's motion for JAML, stating that there
    were issues to be decided by the jury. Raymond failed to renew its motion for JAML
    at the close of all evidence, and the District Court submitted MN Supply's claims to
    the jury. The jury returned verdicts in favor of MN Supply on all of its claims and
    awarded damages in the exact amount to which MN Supply's expert had testified.
    After the verdicts were returned, Raymond again moved for JAML on all of
    MN Supply's claims or, in the alternative, for a new trial. MN Supply countered that
    Raymond had waived the opportunity to argue for JAML by not renewing its motion
    at the close of all evidence. The District Court disagreed with MN Supply on the
    waiver issue and went on to deny most of Raymond's motion for JAML on the merits.
    -6-
    The District Court partially granted Raymond's motion by ruling that the damages
    award, based as it was on the testimony of MN Supply's expert, included prejudgment
    interest, and the court reduced the award by almost $1.7 million. The District Court
    denied Raymond's alternative motion for a new trial. MN Supply then moved to
    amend the judgment by adding statutory prejudgment interest, and the District Court
    granted MN Supply's motion. As the prevailing party, MN Supply moved for an
    award of attorney fees and costs as provided in HUEMDA. The District Court granted
    MN Supply's motion, but awarded MN Supply an amount less than what MN Supply
    had requested—most significantly discounting the amount requested for MN Supply's
    damages expert.
    Raymond appeals the partial grant of summary judgment barring its defense
    based on the release-of-claims provision in the TMC, appeals the denial of its motions
    for JAML or a new trial, appeals the award of damages, and appeals the award of
    certain attorney fees. MN Supply cross-appeals the reduction of the damages award
    and the amount awarded in expert witness fees.
    II.
    A.
    The first question Raymond has raised for our review is whether the District
    Court erred in its partial grant of summary judgment to MN Supply by determining
    that, as a matter of law, the TMC was never formed. We review a grant of summary
    judgment de novo, viewing the evidence in the light most favorable to the non-moving
    party. Cameo Homes v. Kraus-Anderson Constr. Co., 
    394 F.3d 1084
    , 1087 (8th Cir.
    2005). We will affirm if there is no genuine issue as to any material fact and the
    moving party is entitled to judgment as a matter of law. 
    Id. (citing Fed.
    R. Civ. P.
    56(c)). Our review of the evidence includes only the record that was before the
    District Court when it ruled on the summary judgment motion. 
    Id. at 1088
    n.2 (citing
    -7-
    Amerinet, Inc. v. Xerox Corp., 
    972 F.2d 1483
    , 1489–90 (8th Cir. 1992), cert. denied,
    
    506 U.S. 1080
    (1993)).
    Under Minnesota law, the existence of a contract is a question of fact ordinarily
    decided by the jury. Herron v. Green Tree Acceptance, Inc., 
    411 N.W.2d 192
    , 195
    (Minn. Ct. App. 1987). Delivery of a written contract is usually an essential element
    of execution because it provides "an overt, objective manifestation" of a party's intent
    to enter the contract. Nodland v. Chirpich, 
    240 N.W.2d 513
    , 517 (Minn. 1976). But
    "where one to whom an offer is made goes ahead and performs in accordance with the
    offer," that performance constitutes acceptance of the offer. Johnson v. M.J. O'Neil,
    Inc., 
    234 N.W. 16
    , 17 (Minn. 1931). If reasonable minds could differ as to whether
    Raymond performed the terms of the TMC, and thereby accepted the TMC as
    modified by MN Supply, then summary judgment was improper.
    It is undisputed that Raymond failed to send a signed copy of the modified
    TMC back to MN Supply. Given that the TMC made no reference to the equipment
    repurchase, Raymond argues, in effect, that Raymond made the execution of the TMC
    a condition precedent to moving forward with the equipment repurchase. Because
    Raymond repurchased the equipment, Raymond contends that this condition precedent
    was satisfied. By extension, Raymond asks us to infer that by repurchasing the
    equipment from MN Supply, Raymond communicated its acceptance of the TMC,
    thus forming the agreement that would bar MN Supply's claims.
    Even viewing the evidence in the light most favorable to Raymond, we cannot
    draw the requested inference. MN Supply's modification of the TMC added a broadly
    worded release of claims by Raymond that mirrored the release Raymond was seeking
    from MN Supply. The modified draft also differed from Raymond's proposed draft
    in its declaration as to which state's law would govern the agreement. Thus, the
    modified draft MN Supply signed and sent to Raymond was a substantially different
    document than the draft MN Supply had received from Raymond. Without any other
    -8-
    expressed assent or performance of the agreement, we cannot infer a meeting of the
    minds, given Raymond's silence and lack of further negotiation.
    Nor can we infer that the equipment repurchase, which we reiterate was not
    required by the TMC, communicated an acceptance of that agreement. Raymond,
    when faced with a new draft of the TMC releasing all claims against MN Supply, may
    have abandoned its own desire for a release of claims, instead deciding to move
    forward with the equipment repurchase as planned. Further, MN Supply produced
    evidence that the equipment repurchase was already required by the dealership
    agreement, which would have prevented Raymond from making the TMC a condition
    precedent to the repurchase. In any event, we simply cannot make the inference of
    acceptance Raymond requests without some evidence that Raymond performed under
    the TMC as modified by MN Supply. Such evidence was missing from the record
    before the District Court when it granted MN Supply's motion. We therefore affirm
    the District Court's partial grant of summary judgment to MN Supply.
    B.
    We next must decide whether the District Court erred by refusing to reconsider
    its partial grant of summary judgment to MN Supply when faced with Raymond's
    alleged newly discovered evidence. A threshold question is whether the District
    Court's "refusal" is properly before this Court on review. It is undisputed that
    Raymond failed to file a motion for relief from the District Court's partial summary
    judgment order. See Fed. R. Civ. P. 60(b). Instead, it appears Raymond first argued
    for effective reconsideration in its request for jury instructions and then again in
    opposition to MN Supply's motion in limine, which sought to limit any reference to
    the TMC in accordance with the summary judgment order. Raymond again argued
    for effective reconsideration in its post-verdict motion for JAML. Because the District
    Court considered Raymond's alleged new evidence in the context of its rulings on
    these other motions, we will, out of an abundance of caution, treat the District Court's
    -9-
    rulings as reconsideration of its partial summary judgment order pursuant to Rule
    60(b)(2) (newly discovered evidence).2
    We review for abuse of discretion the denial of a Rule 60(b) motion for relief
    from a summary judgment order. Broadway v. Norris, 
    193 F.3d 987
    , 989 (8th Cir.
    1999). Such a motion is to be granted only in exceptional circumstances requiring
    extraordinary relief. Callanan v. Runyun, 
    75 F.3d 1293
    , 1296–97 (8th Cir. 1996). To
    be granted relief based on newly discovered evidence, the moving party must show
    that: 1) the evidence was only discovered after the summary judgment hearing, 2) the
    moving party exercised due diligence before the hearing, 3) the evidence is material
    and not merely cumulative or impeaching, and 4) consideration of the new evidence
    would likely produce a different result. 
    Id. at 1297
    (citation to quoted case omitted).
    Raymond realized during depositions taken after the summary judgment order
    that it had defended and indemnified MN Supply against a product-liability claim in
    1997. According to Raymond, this was new evidence that Raymond had performed
    the TMC, which, if formed, would have required the defense and indemnification that
    Raymond provided. The District Court twice denied effective reconsideration of its
    order based on this evidence, finding that Raymond should have been aware of the
    defense and indemnification at the summary judgment stage. In so ruling, the District
    Court did not abuse its discretion.
    We have no doubt that the TMC, if formed, would have precluded MN Supply
    from bringing any of its claims against Raymond. Raymond, however, was aware of
    the provisions of the TMC and, when faced with a summary judgment motion
    challenging the agreement's formation, could have scoured its records for evidence of
    having performed the terms of the agreement. Had Raymond done so, it likely would
    2
    We express no opinion about whether a party who failed to file a motion for
    relief from a summary judgment order under Rule 60(b) is precluded from petitioning
    for reconsideration of the order in the context of a different motion.
    -10-
    have discovered (or recalled) that it had defended and indemnified MN Supply only
    a few years earlier. More importantly, Raymond has offered no reason why this
    evidence could not have been discovered with due diligence before the summary
    judgment hearing. That Raymond failed to exercise due diligence does not make the
    evidence new, nor does its failure justify extraordinary relief from judgment under
    Rule 60(b). Insofar as the District Court denied Raymond's motion for relief from the
    partial summary judgment order, we affirm.
    III.
    Raymond next claims that the District Court erred by allocating to Raymond the
    burden of showing that it had good cause to terminate the dealership agreement. See
    Minn. Stat. § 325E.0681 subd. 1 (requiring good cause for an equipment manufacturer
    to terminate a dealership agreement). After de novo review, we sustain the District
    Court's reading of state law on this point. See Eichenwald v. Small, 
    321 F.3d 733
    ,
    736 (8th Cir. 2003) (standard of review). In interpreting state law, "we are bound by
    the decisions of the state's highest court." 
    Id. "When a
    state's highest court has not
    decided an issue, it is up to this court to predict how the state's highest court would
    resolve that issue." Continental Cas. Co. v. Advance Terrazzo & Tile Co., 
    462 F.3d 1002
    , 1007 (8th Cir. 2006). Decisions of intermediate state appellate courts are
    persuasive authority that we follow when they are the best evidence of what state law
    is. 
    Id. To our
    knowledge, the question of who has the burden of proof under
    HUEMDA has not been litigated in the Supreme Court of Minnesota. The Minnesota
    Court of Appeals, however, squarely placed the burden of showing good cause on the
    equipment manufacturer in River Valley Truck Ctr., Inc. v. Interstate Cos., 
    680 N.W.2d 99
    , 104 (Minn. Ct. App. 2004) ("The equipment manufacturer has the burden
    of proving the existence of good cause to not renew a dealership agreement."). On
    appeal, the Minnesota Supreme Court affirmed this opinion and while it is unclear
    -11-
    whether allocation of the burden of proof was at issue on appeal, stated that
    HUEMDA "requires an 'equipment manufacturer' . . . to demonstrate 'good cause.'"
    River Valley Truck Ctr., Inc. v. Interstate Cos., 
    704 N.W.2d 154
    , 158 (Minn. 2005)
    (quoting Minn. Stat. § 325E.0681 subd. 1). In view of this statement by the Supreme
    Court of Minnesota, we cannot say that the District Court erred when it allocated the
    burden of proof to Raymond.
    IV.
    Raymond further claims that the District Court erred by denying its post-verdict
    motion for JAML under Rule 50(b). In response, MN Supply argues that having only
    moved for JAML at the close of plaintiff's evidence and failing to renew its motion
    at the close of all evidence, Raymond waived the right to argue for JAML. See Fed.
    R. Civ. P. 50(b). MN Supply made this argument to the District Court but the court
    disagreed, ruling that Raymond fell within the exception to the renewal requirement
    applied in BE & K Constr. Co. v. United Bhd. of Carpenters, 
    90 F.3d 1318
    (8th Cir.
    1996). The standard of review to be applied to the District Court's decision is not
    evident from our prior cases, but given that the decision involved an exercise of the
    District Court's discretion, we review for abuse of that discretion.
    Ordinarily, a party who fails to renew a Rule 50(a) motion at the close of all
    evidence may not argue for JAML after a jury verdict has been rendered. See Mathieu
    v. Gopher News Co., 
    273 F.3d 769
    , 776 (8th Cir. 2001). "The language and
    traditional application" of Rule 50(b) are both clear and clearly established in this
    Circuit. 
    Id. at 777.
    The exception applied in BE & K, however, allows a party to
    argue there was insufficient evidence to support the verdict if the party made its Rule
    50(a) motion shortly before the close of all evidence and the court indicated in some
    way that the motion need not be renewed at the close of all the evidence to preserve
    the party's right to challenge the verdict. BE & 
    K, 90 F.3d at 1325
    ; Douglas County
    Bank & Trust Co. v. United Fin. Inc., 
    207 F.3d 473
    , 477 (8th Cir. 2000). The District
    -12-
    Court ruled that both of these elements were satisfied as to Raymond's post-verdict
    motion for JAML. Although the question is a close call, we cannot say that the
    District Court abused its discretion in holding that Raymond qualified for the BE & K
    exception.
    For scheduling reasons, the District Court deferred argument and ruling on
    Raymond's Rule 50(a) motion—made at the close of MN Supply's evidence—until
    later in the trial, after the majority of Raymond's live witnesses had been presented.
    Although the District Court flatly denied Raymond's Rule 50(a) motion without taking
    "any portion of the motion under advisement," Mem. Op. & Order of Sept. 26, 2003,
    at 5, the court ruled that its failure to take the motion under advisement was "not
    significant" given its "unequivocal statement that [MN Supply] had presented issues
    that had to be determined by a jury," 
    id. at 6.
    The District Court was in the best
    position to interpret the proceedings and its own statement as indicating that Raymond
    need not renew its Rule 50(a) motion at the close of all evidence.
    Further, during the one-day period between the hearing of Raymond's motion
    and the close of all evidence, Raymond presented only two more witnesses and MN
    Supply did not present any rebuttal witnesses. While the parties dispute the quantity
    and quality of evidence produced between the hearing of Raymond's motion and the
    close of all evidence, the District Court heard these arguments and held that Raymond
    qualified for the BE & K exception. The court then proceeded to address the merits
    of Raymond's motion for JAML. Finding no reason to disturb the District Court's
    decision regarding the exception, we turn to the merits of Raymond's motion for
    JAML.
    -13-
    V.
    The District Court's denial of Raymond's motion for JAML is a matter of law
    that we review de novo, applying the same standards as the District Court. Douglas
    County 
    Bank, 207 F.3d at 477
    . We ask whether sufficient evidence supports the jury's
    verdict, viewing the evidence in the light most favorable to the party who prevailed
    at trial. 
    Id. "We will
    uphold the jury's verdict unless we conclude a reasonable jury
    could not have found for [MN Supply.]" Pittari v. Am. Eagle Airlines, Inc., 
    468 F.3d 1056
    , 1061 (8th Cir. 2006).
    The jury determined that MN Supply prevailed on each of its three HUEMDA
    claims. We address whether judgment as a matter of law should have been granted
    on each claim in turn.
    A.
    MN Supply's first claim arises from HUEMDA § 325E.0682(b)(2), which
    makes it illegal for a manufacturer to coerce a dealer into refusing to purchase
    equipment manufactured by another manufacturer. MN Supply alleges that Raymond
    coerced it into executing the 1993 Amendment by demanding that MN Supply not
    carry the Caterpillar narrow-aisle line of lift trucks. Raymond's primary argument in
    support of its motion for JAML is that this claim necessarily fails because the
    evidence at trial established that MN Supply never refused to purchase Caterpillar
    narrow-aisle lift trucks and HUEMDA does not prohibit attempted coercion that has
    no result. Raymond also asserts that it did not attempt to keep MN Supply from
    carrying the competing Caterpillar trucks, but simply exercised its right under
    Paragraph 18 of the dealership agreement and put legitimate pressure on MN Supply
    to remain focused on selling Raymond trucks. We agree with MN Supply that
    Raymond threatened to terminate the dealership agreement before negotiating the
    1993 Amendment. See Letter from Dinn to Koch of Apr. 22, 1993 (invoking
    -14-
    Raymond's right to terminate the dealership agreement pursuant to Paragraph 18
    unless MN Supply agreed to new conditions); Letter from Dinn to Koch of Oct. 27,
    1993 (same). The question, however, is whether this threat was coercion within the
    ambit of HUEMDA.
    Prior to trial, Raymond argued that the jury would need guidance as to whether,
    in order to constitute a violation of the statute, the result of the coercion must be a
    refusal to purchase the equipment of another manufacturer. The District Court chose
    to instruct the jury that coercion is "conduct that constitutes the improper use of
    economic power to compel another to submit to the wishes of one who wields it."
    Trial Tr. at 1908. The court then instructed the jury that in order for MN Supply to
    prevail, the jury had to find, inter alia, that Raymond "sought to coerce" MN Supply
    into refusing to carry the competing Caterpillar line. 
    Id. It was
    thus left to the jury
    to decide whether Raymond's threat to terminate the dealership agreement under
    Paragraph 18 equated with coercion of MN Supply to refuse to purchase another
    manufacturer's equipment. In ruling on Raymond's post-verdict motion for JAML, the
    District Court interpreted HUEMDA to prohibit attempted coercion by a manufacturer
    as well as actual coercion. The court then held that Raymond "coerced [MN Supply],
    in violation of the statute, when [Raymond] attempted to force [MN Supply] into a
    refusal to carry the CAT line." Mem. Op. & Order of Sept. 26, 2003, at 15–16. Thus,
    only after interpreting the statute as encompassing attempted coercion did the court
    hold that the evidence was sufficient to support the jury's verdict of a HUEMDA
    violation.
    Because our review of Raymond's motion for JAML requires a review of the
    District Court's post-verdict interpretation of HUEMDA, our review exceeds the scope
    of a typical Rule 50 review of the sufficiency of the evidence. See Fed. R. Civ. P.
    50(a)(1). We believe that our review of the District Court's post-verdict interpretation
    of HUEMDA is proper because it was necessary for the District Court to interpret
    HUEMDA in ruling on Raymond's motion for JAML, and the court's
    -15-
    interpretation—that HUEMDA prohibited attempted coercion—was a decisive factor
    in its denial of Raymond's motion. See Mem. Op. & Order of Sept. 26, 2003, at 12-
    16. Raymond argues that the District Court's post-verdict interpretation of HUEMDA
    as including attempted coercion is erroneous and that under a correct
    interpretation—which would require a showing that a dealer refused to purchase a
    competitive product—the evidence is insufficient to support a finding of coercion.
    MN Supply counters that the evidence supports the verdict given the District Court's
    jury instructions and post-verdict interpretation of HUEMDA.
    Statutory interpretation is a question of law that we review de novo. Metro
    Motors v. Nissan Motor Corp., 
    339 F.3d 746
    , 749 (8th Cir. 2003). Under HUEMDA
    § 325E.0682(b)(2), an equipment manufacturer may not "coerce an equipment dealer
    into a refusal to purchase the equipment manufactured by another equipment
    manufacturer." No variation of the words "attempt" or "seek to" are used in
    connection with HUEMDA's prohibition on coercion. In contrast, other subdivisions
    of § 325E.0682(b) do reference "attempt." See Minn. Stat. § 325E.0682(b)(1)
    (making it a violation of HUEMDA to "condition or attempt to condition" the sale of
    equipment on the purchase of other goods (emphasis added)), (b)(4) (making it a
    violation of HUEMDA to "attempt or threaten to terminate" the dealership agreement
    if the attempt or threat is based on certain circumstances beyond the dealer's control)
    (emphasis added)).
    We are satisfied that HUEMDA does not prohibit a manufacturer's efforts to
    persuade a dealer not to purchase equipment from a rival manufacturer. In reaching
    this conclusion, we are not swayed by MN Supply's efforts to analogize HUEMDA
    with the Minnesota Motor Vehicle Sale and Distribution Act (MVSDA), see 
    id. §§ 80E.01–80E.18,
    to equate Raymond's threat of termination with unlawful coercion.
    The statutes contain materially different language, and the attempt to analogize the
    two statutes overlooks those differences. MVSDA specifically prohibits a
    manufacturer from "threatening to cancel a franchise or any contractual agreement,"
    -16-
    
    id. § 80E.12(e)
    (emphasis added), and from "us[ing] any written instrument . . . to
    attempt to nullify or modify any provision" in the Act, 
    id. § 80E.135
    (emphasis
    added), including the provision that prohibits a manufacturer from terminating a
    dealer solely for breaching an exclusivity agreement, see 
    id. § 80E.07
    subd. 1(c). By
    contrast, the HUEMDA coercion provision does not use the word "attempt," nor does
    it mention termination, either threatened or actual. We conclude that to be prohibited
    by HUEMDA § 325E.0682(b)(2), a manufacturer's action must be coercive and its
    result must be a dealer's refusal to purchase another manufacturer's equipment. The
    District Court erred in ruling otherwise.
    There is no evidence that MN Supply refused to purchase another
    manufacturer's equipment. Having discovered that MN Supply planned to sell the
    competing Caterpillar line, Raymond sought to "ensure the continued competitive
    presence of Raymond products in the markets [served by MN Supply]." Letter from
    Colquhoun to Koch of Aug. 6, 1992, at 1 (internal quotes and capitalization omitted).
    Raymond also sought to ensure that MN Supply did not "divert time and attention
    from the agressive representation of [Raymond's] products in the marketplace." 
    Id. Accordingly, Raymond
    gave MN Supply the option of either terminating the
    dealership agreement or changing MN Supply's obligations under the agreement. By
    negotiating the 1993 Amendment, Raymond consented to MN Supply's purchasing
    of the competing Caterpillar narrow-aisle lift trucks, consistent with Paragraph 18 of
    the dealership agreement. There is no evidence that MN Supply was coerced into
    accepting Paragraph 18, nor that MN Supply ever challenged the legality of Paragraph
    18 while enjoying the benefits of the agreement. We hold that Raymond's threatened
    exercise of its right under Paragraph 18 to terminate the dealership agreement did not
    coerce MN Supply into refusing to purchase another manufacturer's equipment.
    Implicit in this holding is our conclusion that Paragraph 18 was not voided by
    HUEMDA. We do not believe that HUEMDA prohibits a manufacturer from
    terminating a dealership agreement with a dealer who chooses to offer competing
    -17-
    equipment where that termination was expressly provided for in the agreement.
    HUEMDA specifies that a manufacturer may terminate a dealership agreement for
    "good cause." Minn. Stat. § 325E.0681 subd. 1. The statute also contains a section
    specifying HUEMDA violations. See 
    id. § 325E.0682.
    Notably absent from
    HUEMDA is any prohibition on terminating a dealership agreement based on the
    violation of an exclusivity provision. If the Minnesota legislature had wanted to limit
    the use of exclusivity provisions in the heavy and utility equipment industry, it could
    have done so explicitly, as it has done in the automotive industry, 
    id. § 80E.07
    subd.
    1(c). MVSDA, unlike HUEMDA, specifically prohibits the termination of a
    dealership agreement based solely on a dealer's sale of another manufacturer's
    vehicles, regardless of any contractual provisions to the contrary. See id.; see also
    Metro 
    Motors, 339 F.3d at 752
    (ruling that MVSDA does not prohibit exclusivity
    provisions in dealership agreements but does limit how manufacturers may enforce
    those provisions). The fact that HUEMDA was enacted eight years after MVSDA
    suggests that the Minnesota legislature was aware of MVSDA's language and chose
    different language for HUEMDA. In the absence of such explicit language, we will
    not read a prohibition against exclusivity provisions into HUEMDA.3
    Because § 325E.0682(b)(2) only prohibits coercion that results in a dealer's
    refusal to purchase equipment manufactured by another manufacturer and it is
    undisputed that MN Supply did not refuse to purchase the Caterpillar lift trucks, we
    reverse the denial of Raymond's motion for JAML on this claim.
    3
    MN Supply's interpretation of HUEMDA would effectively render exclusivity
    provisions ineffectual because any provision allowing a manufacturer to terminate an
    agreement once it became nonexclusive would be deemed coercive, void, and
    unenforceable. Further, any attempt to bargain for an exclusivity provision or to sue
    for its breach would not only be futile but could also be deemed coercive inasmuch
    as it would seek to prevent the purchase of another manufacturer's equipment.
    -18-
    B.
    MN Supply's second claim was that Raymond violated HUEMDA by
    substantially changing the competitive circumstances of the dealership agreement
    without good cause. See Minn. Stat. § 325E.0681 subd. 1. MN Supply alleged that
    the 1993 Amendment imposed substantial and costly changes to the dealership
    agreement that were not founded on good cause because Paragraph 18, the authority
    relied upon by Raymond for implementing the amendment, was invalid. In support
    of its motion for JAML, Raymond argues that the 1993 Amendment did not change
    the competitive circumstances and, in any event, Paragraph 18 was valid and
    permitted Raymond to impose conditions upon MN Supply when MN Supply chose
    to sell a competing product. We conclude that while the evidence supports the jury's
    finding that the 1993 Amendment imposed a change of competitive circumstances that
    adversely affected MN Supply, see Astleford Equip. Co. v. Navistar Int'l Transp.
    Corp., 
    632 N.W.2d 182
    , 191 (Minn. 2001) (defining change in competitive
    circumstances), Raymond succeeded in proving that it had good cause to implement
    the change, and JAML should have been granted on this basis.
    HUEMDA defines "good cause" as the "failure by an equipment dealer to
    substantially comply with essential and reasonable requirements imposed upon the
    dealer by the dealership agreement, if the requirements are not different from those
    requirements imposed on other similarly situated dealers by their terms." Minn. Stat.
    § 325E.0681 subd. 1. The exclusivity provision found in Paragraph 18 of the
    dealership agreement was an essential and reasonable requirement imposed upon MN
    Supply. Ordinarily, a manufacturer behaves reasonably in selling equipment only to
    dealers who in return promise to focus exclusively on the manufacturer's products.
    The exclusive dealership that results from such an agreement, in the absence of any
    controlling legislation to the contrary, may reasonably be deemed essential by
    manufacturers in their quest to maintain a profitable share of a competitive market.
    As we determined above, HUEMDA did not invalidate Paragraph 18. Thus, when
    -19-
    MN Supply sought to sell Caterpillar lift trucks that directly competed with Raymond
    lift trucks, Raymond could lawfully have terminated the dealership agreement under
    Paragraph 18 and proceeded with naming a new dealer in the territory. MN Supply
    accepted the requirements of the 1993 Amendment as a cost of continuing to represent
    Raymond's products while simultaneously representing Caterpillar's products. Given
    our reading of HUEMDA, there was no evidence to support the jury's finding that
    Raymond imposed a change in the competitive circumstances of the Dealership
    agreement without good cause.4 Consequently, we reverse the denial of Raymond's
    motion for JAML on this claim.5
    4
    Raymond further argues that the changed market-share standards imposed by
    the 1993 Amendment could not have been used to support a finding that Raymond
    violated § 325E.0681 subd. 1 because § 325E.0681 subd. 1(h) recognizes a
    manufacturer's right to unilaterally impose reasonable market-penetration
    requirements upon dealers. We reject this argument because, as we discuss in detail
    infra, the market-penetration requirements imposed by the 1993 Amendment were not
    reasonable. Nonetheless, because § 325E.0681 subd. 1 does not state that the changed
    competitive circumstances must be reasonable, but only requires that the provision of
    the dealership agreement that the manufacturer is enforcing (here, Paragraph 18) be
    reasonable, Raymond should have succeeded on its motion as it relates to this claim.
    5
    In its brief, MN Supply states that Raymond created the overall "conflict" by
    manufacturing the new line of competitive equipment under the Caterpillar label. Br.
    of MN Supply at 11. In so doing, MN Supply implies that this alleged conflict created
    by Raymond changed the competitive circumstances of the dealership agreement. To
    the extent that MN Supply advances this argument, we find it without merit. As
    previously noted, supra note 1, the District Court rejected the claim that Raymond
    should be considered the manufacturer of Caterpillar lift trucks for purposes of this
    litigation, and that decision has not been appealed.
    -20-
    C.
    MN Supply's third claim was that Raymond terminated the dealership
    agreement in 1997 without good cause in violation of HUEMDA § 325E.0681
    subd. 1. MN Supply asserted that Raymond terminated the agreement due to MN
    Supply's failure to meet requirements imposed in the 1993 Amendment, which
    requirements were unreasonable and different than those imposed upon similarly
    situated dealers. We conclude that the evidence supports the jury's verdict for MN
    Supply on this claim.
    HUEMDA states that "[n]o equipment manufacturer . . . may terminate . . . a
    dealership agreement without good cause." Minn. Stat. § 325E.0681 subd. 1. As
    discussed above, "good cause" is defined as the "failure by an equipment dealer to
    substantially comply with essential and reasonable requirements imposed upon the
    dealer by the dealership agreement, if the requirements are not different from those
    requirements imposed on other similarly situated dealers by their terms." 
    Id. (emphasis added).
    In addition, good cause exists when the "dealer, after receiving
    notice from the manufacturer of its requirements for reasonable market penetration
    based on the manufacturer's experience in comparable market areas, consistently fails
    to meet the manufacturer's market penetration requirements." 
    Id. subd. 1(h)
    (emphasis
    added).6 Raymond argues that because it had a right to negotiate the 1993
    Amendment when MN Supply began selling the competing Caterpillar line, it
    necessarily had good cause to terminate the dealership agreement when MN Supply
    "consistently fail[ed] to meet th[e] market penetration requirements" imposed in the
    6
    Although the statute provides other means for a manufacturer to establish good
    cause, none are relevant here.
    -21-
    amendment. Br. of Raymond at 48.7 We believe that Raymond's argument reflects
    an incorrect understanding of HUEMDA on two levels. First, under the "good cause"
    analysis, whether a manufacturer has a right to impose—and a dealer has agreed
    to—the requirements in the dealership agreement is not a consideration. Second, a
    dealer's failure to meet the requirements in a dealership agreement does not by itself
    give a manufacturer good cause to terminate. Rather, the manufacturer must also
    prove that the requirements with which the dealer is not complying are reasonable
    (and if proceeding under the introductory language to subdivision 1, "essential" and
    "not different from those requirements imposed on other similarly situated dealers").
    Minn. Stat. § 325E.0681 subd. 1.
    The jury determined that Raymond terminated the dealership agreement without
    good cause. Because there is evidence in the record that the requirements imposed in
    the 1993 Amendment were not reasonable, we cannot say that a reasonable jury could
    not have found in favor of MN Supply.8 Under the 1993 Amendment, MN Supply
    was required to "improve, or at least maintain, its Raymond market share" for three
    classes of trucks. Letter from Dinn to Koch of Oct. 27, 1993, at 1. At trial, Robert
    7
    Raymond did not directly challenge—either before the District Court or on
    appeal—the verdict in favor of MN Supply on MN Supply's wrongful termination
    claim. Rather, Raymond's position appears to be that if the 1993 Amendment was
    validly entered, then Raymond had good cause to terminate MN Supply when MN
    Supply did not meet the requirements imposed therein. Without deciding whether
    Raymond waived the right to challenge the denial of JAML on this third claim, we
    address Raymond's argument.
    8
    There is also ample evidence to support the jury's finding that Raymond
    terminated the dealership agreement without the consent of MN Supply. See Letter
    from Bennett to Stromsness and Koch of Dec. 31, 1996 ("In view of the Dealership
    performance and your Management's inability to stop the trend towards lower market
    share, The Raymond Corporation will exercise it's [sic] right to terminate the Dealer
    Sales Agreement in accordance with its provisions."); Letter from Bennett to Koch of
    Jan. 16, 1997 ("Raymond will terminate our agreement effective April 30, 1997.").
    -22-
    Koch, the President of MN Supply from 1990 to 1997, testified extensively about the
    "unrealistic" nature of these market-share requirements. Trial Tr. at 303. According
    to Koch, the requirements were unreasonable because "although [MN Supply] had
    achieved this level of performance in the past, the likelihood of being able to continue
    at that level was not very good because of some significant changes in our
    marketplace." 
    Id. at 295.
    Koch explained that in early 1993, Supervalu, a customer
    historically comprising ten to twenty-five percent of MN Supply's sales, became a
    national account, thereby placing orders (if any) directly with Raymond rather than
    going through the MN Supply dealership. Around the same time period, Target
    Corporation, which purchased lift trucks from Raymond competitor Crown, began
    aggressively expanding and became the single-largest purchaser of narrow-aisle lift
    trucks in MN Supply's territory, thereby negatively impacting MN Supply's market
    share. MN Supply expressed concern to Raymond that even if MN Supply increased
    its lift truck sales, its market share would shrink in the face of the large Crown orders
    projected for Target Corporation. Koch testified that given the changes with
    Supervalu and Target Corporation, "there was virtually no way we were going to
    achieve [the market-share] goals." 
    Id. at 312;
    see also Letter from Koch to Dinn of
    June 1, 1993 (expressing concern over the market-share benchmark for lift trucks set
    in the 1993 Amendment because of the potential effect of Target Corporation's and
    Supervalu's plans). Despite MN Supply's concerns about the market-share
    requirements, Koch testified that he signed the 1993 Amendment because the MN
    Supply board of directors "felt that we were under the gun. We really didn't have any
    options." Trial Tr. at 321.
    MN Supply's concerns were justified. Koch testified that MN Supply could not
    achieve the market-share benchmarks because "[t]he market was in a very dynamic
    state." 
    Id. at 362.
    Despite selling 50% more trucks in 1994 than in 1992, for example,
    MN Supply's market share dropped. 
    Id. MN Supply
    presented evidence that
    Raymond refused its requests to have purchases by the Target Corporation excluded
    from the analysis of MN Supply's market share in order to arrive at a more realistic
    -23-
    performance benchmark, even though Raymond excluded the purchases by other large
    retailers (such as Wal-Mart and Home Depot) from the market-share calculations of
    other dealers. Although it could not meet the market-share benchmarks in the
    amendment, MN Supply received the "Dealer of Merit" award for being "one of
    Raymond's better dealers" in three of the four years that the amendment was in
    place—from which the jury could have inferred that the market-share benchmarks
    were unreasonably high. 
    Id. at 334.
    In addition to setting market-share benchmarks, the 1993 Amendment required
    MN Supply to "improve, or at least maintain, its dollar volume of parts per truck of
    population" sales. Letter from Dinn to Koch of Oct. 27, 1993, at 1. Koch told the jury
    that this parts-purchase requirement created "unachievable goals" because the
    benchmark was based on inaccurate reports that overestimated the number of
    Raymond trucks in use in MN Supply's territory. Trial Tr. at 304. This is further
    evidence from which the jury could have found the conditions in the 1993
    Amendment unreasonable.
    After hearing all of Koch's testimony, a reasonable jury could have found the
    performance requirements in the 1993 Amendment unreasonable and more stringent
    than those imposed on similarly situated dealers. As such, MN Supply's failure to
    comply with the requirements would have been insufficient under HUEMDA to give
    Raymond good cause to terminate. The District Court properly upheld the jury's
    verdict on this claim.
    VI.
    Because we have affirmed the District Court's entry of judgment on MN
    Supply's wrongful termination claim, we must address the parties' arguments relating
    -24-
    to the award of damages, attorney fees, and actual costs. HUEMDA permits the
    successful dealer-plaintiff to collect "damages sustained by the dealer as a
    consequence of the manufacturer's violation, together with the actual costs of the
    action, including reasonable attorney's fees." Minn. Stat. § 325E.0684. Both parties
    challenge aspects of the District Court's award of damages, fees, and costs. For the
    reasons discussed below, we affirm the damages award, vacate the award of fees and
    costs, and remand the case for a new calculation of fees and costs that considers the
    outcome of this appeal.
    A.
    Both parties present challenges to the damages award. At trial, MN Supply
    introduced the testimony of Frederic Lieber, a damages expert who calculated MN
    Supply's total damages from the termination of the dealership agreement at
    $14,076,784.9 In arriving at this total damages figure, Lieber calculated the profits
    lost by MN Supply prior to trial at $4,196,271 and then present-valued that amount
    to $5,886,819. Before the case was submitted to the jury, Raymond argued that the
    difference between the two amounts—approximately $1.7 million—was prejudgment
    interest that, by state statute, may only be calculated by the court. See Minn. Stat.
    § 549.09. MN Supply countered that the amount was not prejudgment interest but,
    rather, was simply a component of the present-valuation of lost income. The District
    Court decided that it would allow Lieber's calculations to go to the jury and, if
    necessary, resolve the issue post-verdict. The jury returned a verdict for MN Supply
    9
    Raymond concedes that the damage amount calculated by Lieber was based
    on damages caused by the termination of the dealership agreement and not by any
    other violation of HUEMDA. Accordingly, our decision reversing the District Court's
    denial of Raymond's motion for JAML on MN Supply's first claim (coercion) and
    second claim (change of competitive circumstances) does not in itself invalidate the
    award of damages.
    -25-
    in the exact amount calculated by Lieber. Thereafter, the District Court determined
    that the disputed $1.7 million was "best characterized as 'prejudgment interest'" and
    reduced the jury award by that amount. Mem. Op. & Order of Sept. 26, 2003, at 19,
    20. The District Court then performed its own calculation of prejudgment interest
    pursuant to Minn. Stat. § 549.09 and arrived at an amount of $346,531.61, which it
    added to the damages award. Mem. Op. & Order of January 7, 2004, at 4.
    On appeal, Raymond argues that the District Court erred in allowing Lieber's
    damages calculation including prejudgment interest to go to the jury. Raymond
    asserts that Lieber's entire opinion and report should have been stricken and a directed
    verdict entered for Raymond on all claims.10 MN Supply cross-appeals, arguing that
    the District Court erred in deeming the $1.7 million prejudgment interest and in
    decreasing the jury's award of damages.
    Whether the District Court properly characterized the $1.7 million as
    prejudgment interest rather than as part of the present-valuing calculation is a matter
    of Minnesota law that we review de novo. See Conwed Corp. v. Union Carbide
    Corp., 
    443 F.3d 1032
    , 1039 (8th Cir. 2006) (standard of review), citing Salve Regina
    Coll. v. Russell, 
    499 U.S. 225
    , 231 (1991). As recognized by the District Court, no
    Minnesota case discusses the interplay between Minnesota's prejudgment-interest
    statute and the present-valuing of future or past damages from lost profits. Our Court
    has recognized, however, that in Minnesota, prejudgment interest "is designed to
    compensate the plaintiff for the loss of the use of the money owed." Simeone v. First
    Bank Nat'l Assoc., 
    73 F.3d 184
    , 191 (8th Cir. 1996). Lieber testified that he arrived
    at the $1.7 million figure by calculating the amount that MN Supply would have
    earned had it invested the profits it lost from 1997 to 2002 at an eighteen percent rate
    10
    MN Supply submitted no other evidence of damage.
    -26-
    of return.11 Trial Tr. at 809–10. It appears to us that this figure therefore represents
    "prejudgment interest" under Minnesota law. See ZumBerge v. N. States Power Co.,
    
    481 N.W.2d 103
    , 110 (Minn. Ct. App. 1992) (interpreting expert's "calculation of the
    time value of the losses, i.e., what the ZumBerges would have accrued in interest if
    they would have put the loss amount in the bank each year earning 10% interest" as
    "prejudgment interest" such that expert's calculation should not have been considered
    by the jury); Security Prot. Servs., Ltd. v. Evenson, Nos. C4-92-556, C8-92-561, C6-
    92-1336, 
    1993 WL 14338
    , *3 (Minn. Ct. App. Jan. 26, 1993) (holding that expert's
    calculation of "amount which [plaintiff] would have earned had it invested all of the
    money that it sought as damages" was evidence of prejudgment interest that should
    not have been considered by the jury). We conclude that the District Court correctly
    determined that Lieber's analysis improperly included prejudgment interest which
    could only be calculated by the court. The District Court properly re-calculated the
    prejudgment interest in accordance with Minnesota law and entered judgment for the
    reduced sum.12 Thus, MN Supply's cross-appeal fails.
    We do not agree with Raymond, however, that JAML must be granted in its
    favor because the jury was allowed to consider Lieber's opinion including
    prejudgment interest. When evidence of prejudgment interest is erroneously admitted
    at trial, an appellant is not entitled to a new trial unless it proves that it was prejudiced
    by the error. See 
    ZumBerge, 481 N.W.2d at 110
    . Because the District Court reduced
    the damages award by the $1.7 million improperly included in Lieber's calculation
    11
    Lieber's report indicates that the eighteen percent rate of return reflected
    Lieber's determination of MN Supply's cost of capital for equity and borrowed debt.
    12
    Because the jury returned a verdict in the precise amount calculated by Lieber,
    there was no difficulty separating from the award the portion comprising prejudgment
    interest. See C.L. Maddox, Inc. v. Benham Group, Inc., 
    88 F.3d 592
    , 603 (8th Cir.
    1996) ("When it is apparent as a matter of law that certain identifiable sums included
    in the verdict should not have been there, district courts possess the power to reduce
    the amount of the verdict accordingly.").
    -27-
    before correctly calculating the prejudgment interest according to Minnesota statute,13
    Raymond can establish no prejudice.
    Raymond also argues that Lieber's opinion was not reliable and should have
    been stricken because Lieber (1) incorrectly assumed that the termination of the
    dealership agreement caused MN Supply to lose all income generated from the sale
    of Raymond parts, service, and used equipment, (2) artificially inflated the amount
    that MN Supply would have received in cash discounts for purchases from Raymond,
    and (3) based his calculation of lost commissions to be paid by Raymond to MN
    Supply on unsupported assumptions tying commissions to new equipment sales.
    Raymond asserts that because of these alleged errors, Lieber's opinion cannot as a
    matter of law support the jury's damages award. We review a district court's
    admission of expert testimony for abuse of discretion. Children's Broad. Corp. v.
    Walt Disney Co., 
    357 F.3d 860
    , 864 (8th Cir. 2004).
    Raymond's objections to Lieber's opinion are more appropriately directed to the
    weight of the testimony, not its admissibility:
    As a general rule, the factual basis of an expert opinion goes to the
    credibility of the testimony, not the admissibility, and it is up to the
    opposing party to examine the factual basis for the opinion in cross-
    examination. Only if the expert's opinion is so fundamentally
    unsupported that it can offer no assistance to the jury must such
    testimony be excluded.
    
    Id. at 865
    (internal quotation marks and citations to quoted cases omitted). Raymond
    had an opportunity at trial to cross-examine Lieber regarding these matters, and it was
    13
    The parties do not take issue with the District Court's mathematical
    computations performed in applying Minn. Stat. § 549.09.
    -28-
    within the province of the jury to evaluate issues of fact and credibility. We have
    examined the record and cannot say that Lieber's testimony was so unsupported that
    it could offer no assistance to the jury. Accordingly, the District Court did not abuse
    its discretion in refusing to strike the testimony.
    We affirm the District Court's award of damages in all respects.
    B.
    Next, Raymond appeals the District Court's award of attorney fees and costs to
    MN Supply. Raymond's first basis for this challenge is inextricably linked with its
    argument on the merits: MN Supply should not have prevailed at trial and, therefore,
    should not have been awarded fees and costs as a prevailing party. MN Supply
    concedes that if it does not prevail on appeal, the District Court's judgment awarding
    fees and costs may not be enforced. Neither party addressed, however, the situation
    which we presently face: on appeal, we have concluded that MN Supply prevailed on
    its third claim (termination without good cause), but not on its first claim (coercion)
    or second claim (change of competitive circumstances). In Hensley v. Eckerhart, the
    Supreme Court ruled that "[w]here the plaintiff has failed to prevail on a claim that is
    distinct in all respects from his successful claims, the hours spent on the unsuccessful
    claims should be excluded in considering the amount of a reasonable fee." 
    461 U.S. 424
    , 440 (1983). The Court recognized, however, that when a plaintiff's claims
    "involve a common core of facts" or are "based on related legal theories . . . [m]uch
    of counsel's time will be devoted generally to the litigation as a whole, making it
    difficult to divide the hours expended on a claim-by-claim basis." 
    Id. at 435.
    We
    believe that the District Court should have the first opportunity to address whether
    MN Supply's claims are distinct or whether they are related in such a way that much
    of the time of counsel was devoted to the litigation as a whole. If the District Court
    concludes that the claims are related, then it should go on to consider "the significance
    -29-
    of the overall relief obtained by the plaintiff in relation to the hours reasonably
    expended on the litigation." 
    Id. We therefore
    vacate the District Court's award of
    attorney fees and costs and remand the case for the District Court to address the issue
    anew in light of our holdings on appeal. Given this order of remand, the parties'
    remaining arguments related to fees and costs are moot.14
    VII.
    The judgment entered by the District Court on the jury verdict in favor of MN
    Supply is reversed on MN Supply's first and second claims, and affirmed on MN
    Supply's third claim. We remand the case and instruct the District Court to enter
    judgment as a matter of law in favor of Raymond on MN Supply's first and second
    claims, and to award damages, attorney fees, and costs to MN Supply consistent with
    this opinion.
    ______________________________
    14
    Raymond argues that the District Court abused its discretion in awarding
    attorney fees for partially redacted time entries that the court examined in camera but
    did not disclose to Raymond because they were protected by the attorney-client
    privilege or the attorney work-product doctrine. MN Supply cross-appeals, arguing
    that the District Court abused its discretion by not awarding the full amount of
    Lieber's expert witness fees. While it is, of course, within the parties' discretion to
    raise these issues again on remand, we remind the parties that the District Court has
    substantial discretion in awarding fees and costs. See Computrol, Inc. v. Newtrend,
    L.P., 
    203 F.3d 1064
    , 1072 (8th Cir. 2000) (costs); Litton Microwave Cooking Prods.
    v. Leviton Mfg. Co., 
    15 F.3d 790
    , 796 (8th Cir. 1994) (fees).
    -30-
    

Document Info

Docket Number: 04-1416-1850-2168-2169

Citation Numbers: 472 F.3d 524

Judges: Arnold, Bowman, Gruender

Filed Date: 12/28/2006

Precedential Status: Precedential

Modified Date: 11/5/2024

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