[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

________________________

No. 18-15059

Non-Argument Calendar

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D.C. Docket No. 1:17-cv-00413-TFM-B

SE PROPERTY HOLDINGS, LLC, 

 Plaintiff-Appellee,

 versus

RUSSELL G. JUDKINS and HIGHWAY 59, LLC, 

 Defendants-Appellants.

________________________

Appeal from the United States District Court

for the Southern District of Alabama

________________________

(July 27, 2020)

Before WILSON, BRANCH, and HULL, Circuit Judges.

PER CURIAM: 

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Faced with a struggling construction business and past-due payments on 

millions of dollars of personal loans, Russell G. Judkins (“Judkins”) transferred

various assets to himself and his wife, Linda Judkins (“Mrs. Judkins”), as “tenants 

by the entirety,” or, alternatively, to Florida limited liability companies that 

Judkins and Mrs. Judkins owned (in whole or in part) as tenants by the entirety. In 

effect, these transfers made property that was previously reachable by Judkins’s 

creditors now unreachable. Soon after making these transfers, Judkins defaulted

on his bank loans—totaling between $15 and $18 million—that he had either 

borrowed himself or personally guaranteed. 

SE Property Holdings (“SEPH”), one of Judkins’s creditors, attacked 

Judkins’s transfer of his 50 percent interest in real property to Highway 59, LLC 

(“Highway 59”) as fraudulent in violation of the Alabama Uniform Fraudulent 

Transfer Act (“AUFTA”). Ala. Code. § 8-9A-4(a). The district court found 

Judkins and Highway 59 violated AUFTA, ordered Highway 59 to transfer the real 

property to SEPH within 30 days, and entered a punitive damages award of 

$300,000 against both defendants. Judkins and Highway 59 appealed. On appeal, 

they assert the punitive damage award is unjustified and excessive.

We disagree. The district court did not abuse its discretion in finding that 

Judkins and Highway 59’s wrongful conduct justified the punitive damages award. 

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Nor is the punitive damages award unconstitutionally excessive. Accordingly, we 

affirm.

I.

Rewind to 2006, when the housing market was booming. Back then, 

Judkins was one of three members of Coastal Construction, LLC (“Coastal), a 

residential real estate development company that crumbled during the 2008 

recession. Coastal operated like this: Coastal would take out loans from Vision 

Bank—SEPH’s predecessor—and other banks to finance its construction of new 

beach houses in the Gulf Coast region. Coastal would then sell the new beach 

house, repay the loans, and distribute the profit among its three members—

Judkins, Hans Van Aller, III, and Robert Harris (the “Members”). On some of 

those loans, the Members signed guaranties that made them jointly and severally

liable for the loans. On other loans, the individual Members were the principal 

borrowers. All told, Judkins guaranteed or borrowed between $15 and $18 million

in loans. The loans from Vision Bank alone totaled over five million dollars. 

This arrangement worked fine until the 2008 recession hit and Coastal could 

not sell its beach houses. Consequently, Coastal could no longer pay its loans, and 

the Members were forced to pay personally the interest payments. By fall 2008, 

Coastal began to default on its loans. Between September 2008 and June 2010, 

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various lenders, such as Vision, RBC Bank, Pen Air Federal Credit Union, and 

Trustmark sued Coastal and its guarantors, including Judkins.

Around June 25, 2008 (after Coastal had begun to default on the loans, but 

before the banks sued), Judkins met with a Florida attorney, David Hightower. 

According to SEPH and the district court’s findings, the purpose of this meeting 

was to develop a scheme to shield the entirety of Judkins’s assets from his 

creditors. Judkins maintains that he met with Hightower because his father-inlaw’s terminal illness prompted him to develop an estate plan. But everyone

agrees on the results of this meeting: beginning on July 28, 2008 Judkins identified

his unencumbered and non-exempt assets (which creditors could reach) and—with 

Hightower’s assistance—transferred those assets either to himself and his wife as 

tenants by the entirety, or to limited liability companies that Judkins and his wife 

owned in whole or in part. Tenancy by the entirety is a form of ownership 

available to married couples under Florida law whereby the property is 

unreachable by creditors of only one spouse. By the end of August 2008, Judkins 

did not own any unencumbered, non-exempt property in his own name. In effect, 

Judkins was legally insolvent but still held substantial assets with his wife.

At issue here is the transfer of Judkins’s fifty percent interest in real property 

off Highway 59 in Gulf Shores, Alabama. Since June 1993, Judkins and his 

business partner, Gary Sluder (“Sluder”), each owned one-half interest in the 

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property as tenants in common. They leased this property to Gene’s Floor 

Covering II, Inc.—Sluder and Judkins’s flooring business. Judkins controlled all 

aspects of the business and Sluder was a silent partner. On July 28, 2008, 

Hightower organized Highway 59, LLC, of which Judkins and Mrs. Judkins owned 

fifty percent as tenants by the entirety and Sluder and his wife owned fifty percent 

as tenants by the entirety. Judkins and Sluder then transferred both couples’

interests in the real property to the newly formed LLC. After the transfer, Judkins 

continued to use the property for his flooring business. At trial, a real estate 

appraiser testified that the value of the real property was $795,000.00. Judkins did 

not offer any evidence to rebut this appraisal. 

SEPH sued Judkins and Highway 59 in the United States District Court for 

the Southern District of Alabama. After two days of trial, the district court issued a 

judgment in favor of SEPH.1

 The court held that Judkins transferred his interest in 

the real subject property with the actual intent to hinder, delay or defraud his 

1 SEPH only seeks to set aside the Highway 59 transfer, but the other transfers deserve 

notice. The district court found: 

Similar to the Hwy 59 transfer, Judkins transferred his shares of Gene’s Floor 

Covering II, Inc., to GFC Holdings, LLC, another Florida company that was 

formed by Hightower on July 28, 2008. Judkins and Mrs. Judkins owned one 

hundred percent (100%) of GFC Holdings, LLC, as tenants by the entirety. With 

Hightower’s assistance, Judkins, also, transferred his and his wife’s real property 

directly to themselves as tenants by the entirety. Hightower, also, drafted a 

mortgage agreement pursuant to which Judkins and his wife as tenants by the 

entirety secured a purported loan to Judkins. 

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creditor, SEPH. The district court then turned to the proper remedy under 

Alabama law. First, in accordance with Alabama’s fraudulent transfer statute, the 

district court ordered Highway 59 to transfer the property at issue to SEPH. It 

further found punitive damages were appropriate because Judkins and Highway 59 

“consciously or deliberately engaged in fraud, wantonness, and malice with regard 

to SEPH.” After weighing the factors for determining a reasonable punitive 

damages award, as laid out by the United States Supreme Court in BMW North 

America, Inc. v. Gore, 517 U.S. 559, 574 (1996) and the Alabama Supreme Court

in Green Oil v. Hornsby, 539 So.2d 218, 223 (Ala. 1989),2 the district court issued

a punitive damages award of $300,000 against Judkins and Highway 59, jointly 

and severally. 

II.

Judkins and Highway 59 appeal both the propriety of a punitive damages

award, as well as the amount of the award. “After a bench trial, we review a 

district court’s decision to award or deny punitive damages for abuse of 

discretion.” Winn-Dixie Stores, Inc. v. Dolgencorp, LLC, 746 F.3d 1008, 1035 

2 In Green Oil v. Hornsby, the Alabama Supreme Court adopted the factors that Justice 

Houston set forth in his concurrence in Aetna Life Ins. Co. v. Lavoie, 505 So. 2d 1050, 1062 

(Ala. 1987) (Houston, J., concurring specially)). The parties and district court refer to these 

factors as the “Lavoie factors.” 

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(11th Cir. 2014).3 We review the district court’s application of Alabama’s 

standards for punitive damages for clear error. See Johansen v. Combustion Eng'g, 

Inc., 170 F.3d 1320, 1334 (11th Cir. 1999) (reviewing district court’s 

determination of reprehensibility, which required an interpretation of state law, for 

clear error). Whether a punitive damages award is unconstitutionally excessive is 

subject to de novo review. Cooper Industries, Inc. v. Leatherman Tool Group, 

Inc., 532 U.S. 424, 443 (2001). 

III.

Judkins and Highways 59’s appeal centers on the district court’s award of 

punitive damages. In addition to ordering Highway 59 to transfer the property at 

issue to SEPH, the district court imposed a punitive damages award against

Judkins and Highway 59 pursuant to the AUFTA, which states: 

A transfer made by a debtor is fraudulent as to a creditor, whether the 

creditor’s claim arose before or after the transfer was made, if the 

debtor made the transfer with actual intent to hinder, delay, or defraud 

any creditor of the debtor. 

Ala. Code § 8-9A-4(a). To determine actual intent, the statute provides eleven 

factors courts may consider (the “AUFTA factors”), including but not limited to,

3 Appellants assert that we should review the decision to award punitive damages de 

novo. That standard does not apply here. Instead, it applies when we review the “denial . . . [of 

a] motion for judgment as a matter of law on the issue of punitive damages” in the context of a 

district court’s review of a jury’s punitive damages award. See Goldsmith v. Bagby Elevator 

Company, Inc., 513 F.3d 1261, 1275 (11th Cir. 2008); Myers v. Central Florida Investments, 

Inc., 592 F.3d 1201, 1211 (11th Cir. 2010) (reviewing jury award of punitive damages de novo). 

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whether the transfer was disclosed or concealed.4 See id. If the trial court finds the 

debtor made a fraudulent transfer, it has wide discretion in issuing a remedy: it 

may avoid the transfer, issue an attachment against the asset, and, “subject to the 

applicable principles of equity and in accordance with applicable rules of civil 

procedure . . . [grant] [a]ny other relief the circumstances may require.” Ala. Code 

§ 8-9A-7(a). 5

 And Alabama law allows punitive damages: the Alabama punitive 

damages statute provides, “[p]unitive damages may not be awarded in any civil 

action . . . other than a tort action where it is proven by clear and convincing 

4 Section 8-9A-4(b) provides:

(b) In determining actual intent under subsection (a), consideration may be given, among 

other factors, to whether:

(1) The transfer was to an insider; (2) The debtor retained possession or 

control of the property transferred after the transfer; (3) The transfer was 

disclosed or concealed; (4) Before the transfer was made the debtor had 

been sued or threatened with suit; (5) The transfer was of substantially all 

the debtor's assets; (6) The debtor absconded; (7) The debtor removed or 

concealed assets; (8) The value of the consideration received by the debtor 

was reasonably equivalent to the value of the asset transferred; (9) The 

debtor was insolvent or became insolvent shortly after the transfer was 

made; (10) The transfer occurred shortly before or shortly after a 

substantial debt was incurred; and (11) The debtor transferred the essential 

assets of the business to a lienor who transferred the assets to an insider of 

the debtor. 

Ala. Code § 8-9A-4(b).

5 Further, “[i]f a creditor has obtained a judgment on a claim against the debtor, the 

creditor, if the court so orders, may levy execution on the asset transferred or its proceeds.” Ala. 

Code § 8-9A-7(b). 

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evidence that the defendant consciously or deliberately engaged in oppression, 

fraud, wantonness, or malice with regard to the plaintiff. Ala. Code. § 6-11-10. 

In determining the amount of a punitive damages award, the district court 

followed the Supreme Court’s guidance in BMW North America, Inc., v. Gore, 517 

U.S. 559, 574 (1996). The factors the Supreme Court advised the courts to 

consider in Gore include: 

(1) The degree of reprehensibility of the defendant’s misconduct;

(2) The disparity between the actual or potential harm suffered by 

the plaintiff and the punitive damages award; and 

(3) The difference between the punitive damages awarded by the 

jury and the civil penalties authorized or imposed in comparable 

cases.

Id. at 575. The Alabama Supreme Court has laid out several additional 

considerations, including whether the defendant engaged in “any concealment, or 

‘cover-up,’” and “the financial position of the defendant.” Green Oil v. Hornsby, 

539 So.2d 218, 223 (Ala. 1989).

6

6 The Alabama Supreme Court’s opinion in Green Oil recommends that trial courts

consider the following seven factors in setting the amount of punitive damages: 

(1) Punitive damages should bear a reasonable relationship to the harm that is 

likely to occur from the defendant's conduct as well as to the harm that actually 

has occurred. If the actual or likely harm is slight, the damages should be 

relatively small. If grievous, the damages should be much greater.

(2) The degree of reprehensibility of the defendant's conduct should be 

considered. The duration of this conduct, the degree of the defendant's awareness 

of any hazard which his conduct has caused or is likely to cause, and any 

concealment or “cover-up” of that hazard, and the existence and frequency of 

similar past conduct should all be relevant in determining this degree of 

reprehensibility.

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A. The Punitive Damages Award Against Judkins

Judkins and Highway 59 raise two objections to the imposition of the

punitive damages award against Judkins: that a punitive damages award is not

available in this case and, even if it is available, the punitive damages award is 

grossly excessive. We take each in turn. 

1. Whether an Award of Punitive Damages is Available 

Judkins argues that he should not be held liable for punitive damages under 

the AUFTA because the district court erred in finding that the one of the AUFTA 

factors—whether the transfer was disclosed or concealed—was met. See Ala. 

Code. § 8-9A-4(b)(3).7

 Judkins claims, contrary to the district court’s findings, 

that he disclosed the transfer of real property to Highway 59.

8

 Had Judkins 

(3) If the wrongful conduct was profitable to the defendant, the punitive damages 

should remove the profit and should be in excess of the profit, so that the 

defendant recognizes a loss.

(4) The financial position of the defendant would be relevant.

(5) All the costs of litigation should be included, so as to encourage plaintiffs to 

bring wrongdoers to trial.

(6) If criminal sanctions have been imposed on the defendant for his conduct, this 

should be taken into account in mitigation of the punitive damages award.

(7) If there have been other civil actions against the same defendant, based on the 

same conduct, this should be taken into account in mitigation of the punitive 

damages award.

505 So. 2d at 1062. 

7 On appeal, Judkins does not challenge the district court’s findings that an additional 

seven of the eleven AUFTA factors were also met. 

8 Judkins relies on the AUFTA and cases applying that statute to argue that his conduct 

was not reprehensible. That argument conflates the statutory inquiry to determine whether the 

transferor may be liable for fraudulent transfer and the reasonableness of the amount of punitive 

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disclosed the transfer to his creditor, we might be inclined to agree with him. But 

he did not. Judkins and Sluder recorded the deed transferring the property to 

Highway 59 in the Office of the Judge of Probate for Baldwin County, Alabama. 

Judkins claims that recording is enough to put his creditors on constructive notice 

of the transfer.9

 But all Judkins and Sluder accomplished by recording the deed

was ensure that the title to the property was protected under Alabama law. Ala. 

Code § 35-4-50; Ala. Code § 35-4-62. By Judkins’s logic, any time someone 

conveys real property in Alabama and records the deed—no matter the underlying 

fraud—a creditor cannot attack that transfer because the creditor is “on notice.”

damages award based on the Supreme Court’s decision in Gore, 517 U.S. at 562. AUFTA puts 

forward eleven factors, including whether the transfer was disclosed or concealed, for courts to 

employ to determine the actual intent of the transferor. Ala. Code § 8-9a-4(b). Together, these 

considerations are referred to as the “badges of fraud.” In Gore, the Supreme Court instructed 

courts to consider the “degree of reprehensibility” of the defendants’ conduct. While the 

inquiries may overlap, a court is not required to find the defendant concealed his conduct in 

order to award punitive damages. 

9 Ala. Code 1975 § 35-4-90(a) provides that:

All conveyances of real property, deeds, mortgages, deeds of trust, or instruments 

in the nature of mortgages to secure any debts are inoperative and void as to 

purchasers for a valuable consideration, mortgagees, and judgment creditors 

without notice, unless the same have been recorded before the accrual of the right 

of such purchasers, mortgagees, or judgment creditors.

In the context of property ownership disputes, the Alabama Supreme Court held that

although “the purpose of our recording laws is to provide a means to protect and give 

notice of conveyances,” the statute does not mandate recording of all conveyances. 

Deutsche Bank Nat'l Tr. Co. as trustee of any specific residential mortgage-backed 

security (RMBS) at issue v. Walker Cty., No. 1160926, 2019 WL 2710224, at *8 (Ala. 

June 28, 2019). See Smith v. Arrow Transp. Co., 571 So. 2d 1003, 1006 (Ala. 1990) (“A 

deed that is unrecorded is good between the grantor and grantee, but is void against bona 

fide purchasers for value, mortgagees, and judgment creditors without notice.”)

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Such a result would kneecap fraudulent transfer statutes like the one the State of 

Alabama has enacted. And Judkins cites no case, in Alabama or any other 

jurisdiction, where a district court declined to award damages—punitive or 

otherwise—because the defendant had recorded the fraudulent transfer. Absent 

any Alabama statutes or case law instructing courts to apply the ill-fitting doctrine 

of constructive notice to the punitive damages analysis, we decline to rely on it 

here. 

More to the point, the evidence supports the district court’s finding that

Judkins affirmatively omitted evidence of the transfer in the personal financial 

statement he submitted to Vision Bank. That statement contains no mention of 

Highway 59, LLC. Judkins claims that this failure was merely an “honest mistake” 

and a “cursory glance” at the financial statement reveals a change in his property 

interest because it shows that his interest in “personal property” with a market 

value of $300,000 in 2007 was replaced with his interest in “Judkins Sluder LLC” 

with a market value of $300,000 in 2008. The district court did not accept his

explanation. Instead, it found that the third AUFTA factor was present because

[T]he transfer was not disclosed to Vision Bank. Judkins’ Personal 

Financial Statement, which was provided to Vision Bank a few 

months after he transfer, did not list Hwy 59 as an asset, and Judkins 

admitted he misidentified the asset on this Personal Financial 

Statement. Further, the Personal Financial Statement did not inform 

Vision Bank Judkins made personal assets exempt when he 

transferred them to tenant by the entirety ownership, which is the type 

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of change in financial condition of which Judkins agreed to notify

Vision Bank. 

The testimony and exhibits at trial support the district court’s finding that Judkins 

concealed the transfer. Therefore, the district court did not abuse its discretion in 

finding that Judkins was liable under the AUFTA, and therefore punitive damages 

were available. 

2. Whether the Punitive Damages Award is Excessive

Judkins also claims the punitive damages award of $300,000 is grossly 

excessive. This Court has held that “punitive damages must bear a ‘reasonable 

relationship’ to actual damages.” Johansen v. Combustion Eng’g., Inc., 170 F.3d 

1320, 1336 (11th Cir. 1999); see also Gore, 517 U.S. at 580 (“The second and 

perhaps most commonly cited indicium of an unreasonable or excessive punitive 

damages award is its ratio to the actual harm inflicted on the plaintiff.”). Absent an 

award of compensatory damages, Judkins asserts, punitive damages bear no 

relationship to actual damages and are therefore unconstitutionally excessive. 

But the district court did not just enter a punitive damages award against 

Judkins and Highway 59: it also elected to remedy the harm against SEPH by 

ordering Highway 59 transfer the property to SEPH by quitclaim deed.10 The 

transfer determines the equation we use to analyze an appropriate ratio.

10 Ala. Code § 8-9A-8(b) provides this remedy for a fraudulent transfer :“to the extent a 

transfer is voidable in an action by a creditor under Section 8-9A-7(a)(1), the creditor may 

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Consistent with Gore, our case law does not impose a requirement that the 

punitive damages bear a relationship to compensatory damages specifically. 

Instead, we consider “the ratio between the actual or potential harm suffered by the 

plaintiff and the punitive damages award.” McGinnis v. American Home Mortgage 

Servicing, Inc., 901 F.3d 1282, 1288 (11th Cir. 2018); see also TXO Production 

Corp. v. Alliance Resources Corp., 509 U.S. 443,460 (1993) (noting the ratio looks 

to “the harm that is likely to occur from the defendant’s conduct as well as to the 

harm that actually occurred.”) The appropriate ratio, therefore, is not based on a 

comparison of compensatory damages to the punitive damages award, but on harm

likely to occur or that has actually occurred. Suppose Highway 59 had sold the 

property at issue and the district court elected to award SEPH compensatory 

damages in the amount of the value of the property, which in this case was 

$795,000. In that case, according to their argument, Defendants would not have 

any objection to the reasonableness of the $300,000 punitive damages award. But 

in effect, there is no difference between those awards: either transferring the 

property or awarding compensatory damages serves to make SEPH whole. Thus, 

nothing requires the district court remedy SEPH’s harm in the form of 

compensatory damages in order to award punitive damages. 

recover . . . judgment for conveyance of the asset transferred. The judgment may be entered 

against . . . [t]he first transferee of the asset or the person for whose benefit the transfer was 

made.” Ala. Code. § 8-9A-8(a)(1). 

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Moreover, the ratio between the harm (i.e., the value of the asset transferred) 

and the punitive damages award is less than 1:1. The evidence at trial indicated 

that the value of the Highway 59 property was $795,000, and Judkins transferred 

his 50 percent interest in that property (approximately $397,500) to the LLC. The

$300,000 damages award is less than half the value of the property and less than 

Judkins’ interest in that property. We have upheld ratios much higher than 1:1. 

See, e.g. McGinnis v. American Home Mortgage Servicing, Inc., 901 F.3d 1282, 

1290 (11th Cir. 2018) (ratio of 5.9:1); Bogle v. McClure, 332 F.3d 1347, 1362 

(11th Cir. 2003) (ratio of 3.8:1). Having considered the various factors as laid out 

by the Supreme Court of the United States and the Supreme Court of the State of 

Alabama, we hold the district court did not err in entering an award of $300,000 in 

punitive damages against Judkins. 

B. The Punitive Damages Award Against Highway 59

Judkins and Highway 59 also object to the propriety and amount of the 

punitive damages award as against Highway 59. Again, we take each argument in 

turn. 

1. Whether an Award of Punitive Damages is Available

Judkins and Highway 59 first claim that punitive damages against Highway 

59 are inappropriate. Pursuant to the AUFTA, a transfer is fraudulent, only if the 

transfer was made “with actual intent to . . . defraud any creditor.” Ala. Code § 8-

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9A-4(a). Because the limited liability company did not exist at the time Judkins 

and his attorney formulated the scheme to transfer his assets, Judkins argues that 

Highway 59 did not intentionally participate in the transfer.

This argument ignores reality in favor of artificial, legal distinctions. True, 

Highway 59 is a separate “legal entity,” but it is also “an artificial person, and can 

only act through its agents.” Townsend Ford., Inc., 656 So. 2d 360, 363 (Ala. 

1995) (citing Warwick Development Co. v. GV Corp., 469 So. 2d 1270, 1276 (Ala. 

1985) (holding that the intent of a company’s employees can be attributed to the 

company). The evidence shows that Judkins—Highway 59’s agent—created and 

controlled Highway 59 “for the purpose of fraudulently transferring assets.” 

Because Judkins acted with fraudulent intent, so did Highway 59. Moreover, 

whether Highway 59 existed when Judkins first concocted the scheme is irrelevant, 

because his fraudulent transfer would not have been possible unless there was 

someone, or something, to accept it. As the district court found, Highway 59 “was 

an instrument of, and participant in, fraud since its inception” and “shared Judkins’ 

intent.” In its findings, the district court noted that “Judkins and Hwy 59 

effectuated the subject transfer with the intentional and deliberate purpose of 

injuring Judkins’ creditor, SEPH,” and “Judkins and Highway 59 acted with the 

deliberate and actual intent to defraud.” Our review of the entire record, including 

the trial transcripts, confirms those findings are not clearly erroneous. 

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Accordingly, the district court did not abuse its discretion in awarding punitive 

damages against Highway 59.

Judkins and Highway 59 also claim that the district court should not have 

issued punitive damages against Highway 59 because it did not find that Sluder 

(who owned half of Highway 59 prior to the fraudulent transfer as a tenant in 

common) acted in bad faith. Accordingly, they contend that the district court 

failed to consider “[t]he financial position of the defendant,” contrary to the 

Alabama Supreme Court’s guidance and that entering a judgment against Sluder’s 

interest in Highway 59 is inequitable. Lavoie, 505 So.2d at 1062. 

Although the parties dispute whether Sluder acted in bad faith, the district 

court was not required to make that determination in order to issue the punitive 

damages award against the entity. For one, Sluder’s intent is irrelevant in 

determining whether an entity acted fraudulently: the Alabama Supreme Court has 

held that “a culpable intent by any of the corporate agents involved in a transaction 

amounts to corporate fraud, regardless of the facts that other corporate agents . . . 

had no such fraudulent intent.” Townsend Ford Inc., 656 So. 2d at 362. Sluder’s 

alleged good faith has no effect on the fraudulent acts of Highway 59, and 

therefore the district court was correct in not limiting the punitive damages award 

to Judkins’s interest in the company. Further, the district court did consider 

Highway 59’s finances, albeit briefly. The district court stated that Highway 59’s 

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financial condition was not a “significant” consideration because it is “an 

instrument of fraud that would not exist except for Judkins’ and Hwy 59’s fraud.” 

The district court addressed Highway 59’s financial condition, but found other 

considerations outweighed it. That determination does not constitute clear error. 

2. Whether the Amount of the Punitive Damages Award is Excessive

Finally, Judkins and Highway 59 object that “the same issue of 

proportionality discussed in relation to Judkins would make an award of $300,000 

against Highway 59 so excessive as to violate due process.” For the same reasons 

the $300,000 award was not grossly excessive as to Judkins, it passes 

constitutional muster for Highway 59. The district court did not abuse its 

discretion here either. See supra pp. 11–13. 

We therefore AFFIRM the district court’s award of punitive damages 

against Judkins and Highway 59. 

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