TL of Florida, Inc. v. Terex Corp., 706 F. App'x 89

Background

Terex, a heavy-equipment manufacturer, and TL of Florida entered non-exclusive distributorship agreements (2008, amended 2011) making TL a parts distributor in southern Florida and requiring TL to hold significant inventory.
TL sued in 2013 alleging fraudulent non-disclosure, negligent misrepresentation, violations of Florida deceptive-practices law, and breach of implied covenant, claiming Terex misrepresented market demand and failed to disclose certain parts-only dealers ("CPEX Accounts") and dealership-selection practices.
The district court dismissed TL’s good-faith covenant claim and time-barred claims tied to equipment-market representations; summary judgment later granted to Terex on TL’s remaining claims for lack of adequate damages proof.
TL advanced two damages theories: (1) lost profits from CPEX Accounts’ sales to customers in TL’s territory, and (2) lost profits from Terex’s direct sales to CPEX Accounts operating in south Florida.
The district court rejected theory (1) because the record showed CPEX Accounts sold to foreign end-users outside TL’s territory and TL produced no evidence those users would have bought from TL; the court rejected theory (2) as untimely because it was a new damages theory raised after discovery closed.
The Third Circuit affirmed, holding TL failed to produce sufficient evidence to support its damages theories and that denying leave to amend the complaint to add the second theory was not an abuse of discretion.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether TL can recover lost profits for sales CPEX Accounts made to customers in TL’s territory	CPEX Accounts’ sales displaced sales TL would have made to those customers	CPEX Accounts sold mainly to foreign end-users outside TL’s territory; no evidence those end-users would have bought from TL	Court held TL lacked evidence that CPEX customers would have purchased from TL; summary judgment proper
Whether TL can recover lost profits from Terex’s direct sales to CPEX Accounts in south Florida	These direct sales displaced TL’s potential sales to CPEX Accounts; same damages theory	This was a new theory introduced after discovery; prejudicial and untimely	Court affirmed denial to consider this theory as untimely and denied leave to amend
Whether district court abused discretion in denying leave to amend to assert new damages theory	TL argued the new theory was a logical extension of its claims and Terex concealed relevant facts	Terex argued the theory was materially different, surprising, and would require substantial additional discovery	Court found no abuse of discretion: delay was TL’s, and amendment would prejudice Terex
Whether district court erred in applying summary-judgment standard and requiring more than speculative damages	TL relied on general expert opinion and asserted buyer tendencies favor local dealers	Terex argued TL offered no transactional records or evidence TL served foreign end-users; expert opinion was too generalized	Court applied summary-judgment standard and held TL’s evidence insufficient to allow a reasonable jury to award lost profits

Key Cases Cited

Abramson v. William Paterson Coll. of N.J., 260 F.3d 265 (3d Cir. 2001) (standard of appellate plenary review of summary judgment)
Giles v. Kearney, 571 F.3d 318 (3d Cir. 2009) (nonmovant must present enough evidence for a jury to reasonably find for it)
Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (summary-judgment standards and drawing inferences)
Rolo v. City Inv. Co. Liquidating Tr., 155 F.3d 644 (3d Cir. 1998) (review standard for denial of leave to amend)
Alvin v. Suzuki, 227 F.3d 107 (3d Cir. 2000) (factors permitting denial of leave to amend)
Lorenz v. CSX Corp., 1 F.3d 1406 (3d Cir. 1993) (prejudice and futility as bases to deny amendment)
Adams v. Gould Inc., 739 F.2d 858 (3d Cir. 1984) (denial of eleventh-hour amendments that require extensive additional discovery may be appropriate)
Pansy v. Borough of Stroudsburg, 23 F.3d 772 (3d Cir. 1994) (good-cause requirement for sealing court records)