MidAmerica C2L Incorporated v. Siemens Energy, Inc., 25 F.4th 1312

Background

Secure Energy contracted with Siemens (2007, 2010, 2012 agreements) to buy two 500‑MW gasifiers and license technology; the contracts contained merger and warranty‑disclaimer clauses and required large licensing payments.
Secure never installed or operated the Siemens equipment; similar burners at a Chinese plant (NCPP) experienced operational problems beginning in 2010 and Siemens internally planned substantial redesigns by 2012.
Secure missed multiple payments and failed to obtain project financing; Siemens decided to exit the gasification business in 2015–2016 but said it would continue supporting existing projects; Secure nevertheless stopped operations and missed the 2012 LSA payments.
Secure sued Siemens (fraud and contract claims) in 2016; Siemens counterclaimed for breach of the 2012 LSA and sought a termination fee (~€11.5M).
District court excluded Secure’s expert (Dr. Kosstrin) under Daubert, granted summary judgment to Siemens on all of Secure’s affirmative claims, allowed trial only on Siemens’s counterclaim, excluded additional breach‑evidence Secure tried to introduce, and the jury awarded Siemens ~$13.2M; Secure appealed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
1) Exclusion of expert testimony (Daubert)	Dr. Kosstrin’s experience and review of Siemens documents sufficed to opine that the equipment was defective, caused financing failure, and had only scrap value.	Kosstrin relied on ipse dixit and failed to test or model Secure’s equipment, failed to analyze NCPP coal differences, and lacked valuation qualifications.	Affirmed: district court did not abuse discretion; methodology was unreliable and valuation opinion was unqualified.
2) Summary judgment dismissing Secure’s affirmative claims	Secure argued factual disputes (defects, fraud, causation) precluded summary judgment.	Siemens argued disclaimer/merger clauses, lack of expert proof of defects, and absence of causation/ready‑to‑perform.	Affirmed: summary judgment proper—anticipatory repudiation failed for lack of causation and Secure wasn’t ready/able; implied‑warranty disclaimed; fraud claims barred by independent‑tort rule and contract releases; recission‑lack‑of‑consideration not available under Florida law.
3) Denial of leave to amend pleadings after the scheduling deadline	Secure said new discovery warranted amendment to add facts/theories.	Siemens said Secure was untimely and failed to show Rule 16 good cause or diligence.	Affirmed: district court acted within discretion; Secure failed to show diligence under Rule 16(b).
4) Exclusion of unpled breach evidence and denial of new trial	Secure argued excluded evidence (failure to notify of improvements) was relevant to excuse performance and should have been admitted.	Siemens contended Secure did not plead those defenses, gave no notice, and any alleged breach was immaterial and irrelevant to the termination fee claim.	Affirmed: exclusion not an abuse of discretion—defense was unpled and prejudicial; any failure to notify was not a material breach as a matter of law.

Key Cases Cited

Daubert v. Merrell Dow Pharm., 509 U.S. 579 (expert‑testimony gatekeeping principles)
Gen. Elec. Co. v. Joiner, 522 U.S. 136 (appellate review of expert‑evidence rulings)
United States v. Frazier, 387 F.3d 1244 (11th Cir. en banc) (expert‑reliability standards and exclusion affirmed)
Lucas v. Firestone Tire & Rubber Co., 458 F.2d 495 (5th Cir. 1972) (no blanket rule requiring expert testimony to prove product defect)
Lucente v. Int’l Bus. Machs. Corp., 310 F.3d 243 (2d Cir. 2002) (definition of anticipatory repudiation under New York law)
Smith v. School Bd. of Orange Cnty., 487 F.3d 1361 (11th Cir. 2007) (Rule 16 good‑cause requirement for post‑deadline amendments)
Sosa v. Airprint Sys., Inc., 133 F.3d 1417 (11th Cir. 1998) (diligence required to show Rule 16 good cause)
Proctor v. Fluor Enters., Inc., 494 F.3d 1337 (11th Cir. 2007) (notice and waiver analysis for unpled affirmative defenses)