IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 16-40686

FELD MOTOR SPORTS, INCORPORATED, 

 Plaintiff - Appellee 

v. 

TRAXXAS, L.P., 

 Defendant - Appellant 

----------------------------------------------------------- 

TRAXXAS, L.P., 

 Plaintiff 

v. 

FELD MOTOR SPORTS, INCORPORATED, 

 Defendant 

Appeals from the United States District Court 

for the Eastern District of Texas 

Before STEWART, Chief Judge, and WIENER and PRADO, Circuit Judges. 

CARL E. STEWART, Chief Judge: 

Traxxas, LP (“Traxxas”) appeals the district court’s order rendering 

judgment in conformity with the jury verdict that found it owed Feld Motor 

United States Court of Appeals

Fifth Circuit

FILED

June 30, 2017

Lyle W. Cayce

Clerk

 Case: 16-40686 Document: 00514055731 Page: 1 Date Filed: 06/30/2017
No. 16-40686

2 

Sports, Inc. (“FMS”) additional royalties under a licensing agreement. Traxxas 

argues that the district court erred in submitting the New York law contract 

to a jury because the contract is unambiguous. FMS first contends that we 

lack jurisdiction over the appeal and alternatively that we should uphold the 

district court’s legal conclusion in denying summary judgment. We hold that 

this court has jurisdiction and AFFIRM. 

I. BACKGROUND 

This case pits the maker of radio control (“RC”) vehicles against the 

producer of a monster truck show. Traxxas builds RC vehicles, while FMS 

owns and promotes a live monster truck show, Monster Jam (“MJ”).1 Traxxas 

makes a wide range of RC vehicles, including the Stampede line of hobby-grade 

RC trucks. 

In 2010, the parties entered into the Monster Jam Merchandise License 

Agreement (“the Agreement”). Under the Agreement, Traxxas would produce 

and sell certain Stampede trucks branded with FMS’s MJ intellectual 

property. The Agreement had a fixed term, running from October 1, 2010 to 

December 31, 2013. The parties do not dispute that the Agreement covers the 

base model Stampede, with or without the MJ branding. This base Stampede 

was the only one sold with MJ-branded variations. The Stampede is a model 

truck that wholesales for $150. In addition to the standard Stampede truck, 

Traxxas makes other RC trucks that comprise its Stampede line of products, 

which it argues are not covered by the Agreement. The Stampede line of RC 

trucks is distinguishable from other RC vehicle lines Traxxas sells. 

Four different RC trucks in the Stampede line are at issue: the Stampede 

Nitro, the Stampede VXL, the Stampede 4x4, and the Stampede 4x4 VXL. 

 

1 Traxxas is a Texas limited partnership. FMS is a Delaware corporation with its 

principal place of business in Illinois.

 Case: 16-40686 Document: 00514055731 Page: 2 Date Filed: 06/30/2017
No. 16-40686

3 

These premium models are considerably more expensive, wholesaling from 

anywhere between $220 to over $300. The premium models differ from the 

base Stampede in power source, parts, design, and method of control. For 

instance, the Stampede Nitro is liquid-fuel powered, instead of battery 

powered. Additionally, the Stampede 4x4 and 4x4 VXL were introduced after 

the parties entered into the Agreement, in 2010 and 2013 respectively. 

The Agreement’s Licensed Articles and Royalty Rate provisions form the 

basis of the parties’ dispute. Clause 2 defines “Licensed Articles”: 

2. Licensed Articles: Hobby-grade battery-operated remote 

control operated monster truck vehicles (“R/C Vehicle Units”) 

and monster truck vehicle bodies (“R/C Bodies”) branded with the 

Property.[2]

 Licensed Articles shall include a minimum of four (4) 

different monster truck molds of R/C bodies each year, for each 

year during the Term other than 2010. 

Clause 5 sets out the royalties to be paid. 

5. Royalty Rate: In determining the number of Licensed 

Articles on which [FMS] will receive royalties, “Licensed 

Articles” shall be deemed to include all R/C Vehicle Units and 

R/C Bodies manufactured with the Stampede chassis and/or 

Stampede body, whether or not branded with the Property 

or “Stampede.”

The Agreement also exempted the first 30,000 “Licensed Articles” sold 

from royalties. Over the term of the Agreement, Traxxas paid FMS royalties 

only on the standard Stampede and MJ-branded Stampedes. After the 

Agreement expired, FMS hired an outside firm to conduct an audit, pursuant 

to an audit provision in the Agreement. The audit concluded that Traxxas 

likely owed additional royalties on other Stampede line vehicles that 

approached $1 million. 

 

2 The Property is defined earlier in the agreement as “[t]he artwork, images and 

copyrights owned by [FMS] and associated with Monster Jam® and the Monster Jam trucks.” 

 Case: 16-40686 Document: 00514055731 Page: 3 Date Filed: 06/30/2017
No. 16-40686

4 

II. PROCEDURAL HISTORY 

 Traxxas initiated proceedings by filing suit in Texas state court, seeking 

a declaratory judgment that it did not owe any additional royalties. FMS 

subsequently removed that suit to the Eastern District of Texas. FMS then 

filed suit in the Eastern District of Virginia for breach of contract. Ultimately, 

the two cases were consolidated in the Eastern District of Texas with FMS as 

the plaintiff. 

 The parties filed dueling motions for summary judgment. Both parties

claimed that the Agreement was unambiguous and supported only their 

respective interpretations. Traxxas argued that it clearly owed no additional 

royalties under the plain language of the contract, while FMS insisted that the 

plain language showed Traxxas owed royalties on the entire Stampede line. 

The district court denied both motions, concluding that the contract was 

ambiguous, and the case proceeded to trial. 

After a seven-day trial, the jury found Traxxas owed FMS royalties on 

the entire Stampede line and awarded FMS all additional royalties it sought. 

Traxxas then filed a combined renewed motion for judgment as a matter of law,

motion for a new trial, or alternative motion to modify the judgment. The 

district court denied Traxxas’s motion. The district court also awarded FMS 

attorneys’ fees and costs in accordance with the contract. 

 Traxxas appeals. 

III. DISCUSSION 

While Traxxas appeals the district court’s determination that the 

contract was ambiguous, FMS advances two reasons why it alleges that this 

court should not reach the merits of Traxxas’s appeal. First, FMS avers that 

this court lacks jurisdiction to hear the appeal. Second, it argues the invited 

error doctrine bars Traxxas’s claims. Alternatively, FMS insists that on the 

 Case: 16-40686 Document: 00514055731 Page: 4 Date Filed: 06/30/2017
No. 16-40686

5 

merits, the Agreement is at least ambiguous and that the district court did not 

err in submitting the issue to the jury. 

A. Jurisdiction 

Our court has an independent duty to examine the basis of its

jurisdiction. Charles v. Atkinson, 826 F.3d 841, 842 (5th Cir. 2016) (per 

curiam). In Blessey Marine Services Inc. v. Jeffboat, L.L.C., we recognized the 

general rule that “an interlocutory order denying summary judgment is not to 

be reviewed when final judgment adverse to the movant is rendered on the 

basis of a full trial on the merits.” 771 F.3d 894, 897 (5th Cir. 2014) (quoting 

Black v. J.I. Case Co., 22 F.3d 568, 570 (5th Cir. 1994)). So far, the Fifth Circuit 

has recognized only one narrow exception to this rule. See id. In Becker v. 

Tidewater, Inc., this court held that we could review “the district court’s legal 

conclusions in denying summary judgment” but only when “the case was a 

bench trial.” 586 F.3d 358, 365 n.4 (5th Cir. 2009). We reasoned in Becker that 

“because Rule 50[3] motions are not required to be made following a bench trial, 

it is appropriate to review the court’s denial of summary judgment in this 

context.” Id.

In Blessey, this court acknowledged in dicta that it may “have 

jurisdiction to hear an appeal of the district court’s legal conclusions following 

a jury trial, but only if the party restated its objection in a Rule 50 motion.”4 

771 F.3d at 898. We noted that our reasoning in Becker supports this 

 

3 A Rule 50 motion is a motion for judgment as a matter of law in a jury trial. FED. R.

CIV. P. 50.

4 Contrary to this circuit’s precedent, seven other circuits have determined that they 

retain jurisdiction to hear appeals of purely legal issues raised during summary judgment, 

even without a Rule 50 motion. See Feld v. Feld, 688 F.3d 779, 781–82 (D.C. Cir. 2012); 

Houskins v. Sheahan, 549 F.3d 480, 489 (7th Cir. 2008); Banuelos v. Constr. Laborers’ Trust 

Funds for S. Cal., 382 F.3d 897, 902–03 (9th Cir. 2004); Rothstein v. Carriere, 373 F.3d 275, 

284 (2d Cir. 2004); United Techs. Corp. v. Chromallory Gas Turbine Corp., 189 F.3d 1338, 

1344 (Fed. Cir. 1999); McPherson v. Kelsey, 125 F.3d 989, 995 (6th Cir. 1997); Ruyle v. Cont’l 

Oil Co., 44 F.3d 837, 841–42 (10th Cir. 1994). 

 Case: 16-40686 Document: 00514055731 Page: 5 Date Filed: 06/30/2017
No. 16-40686

6 

conclusion because if the reason for the exception is that a bench trial does not 

require a Rule 50 motion, the inverse of this principle would be that a legal 

question addressed in a ruling on summary judgment could be reviewed after 

a jury trial if it was preserved in a Rule 50 motion. Id. However, we declined 

to address this question because the party in Blessey never made a Rule 50 

motion. Id.

With the question now squarely before us, we hold that following a jury 

trial on the merits, this court has jurisdiction to hear an appeal of the district 

court’s legal conclusions in denying summary judgment, but only if it is 

sufficiently preserved in a Rule 50 motion. In doing so, we join with the First, 

Fourth, and Eighth Circuits. N.Y. Marine & Gen. Ins. Co. v. Cont’l Cement Co., 

LLC, 761 F.3d 830, 838 (8th Cir. 2014) (rejecting “any ‘dichotomy[ ] between a 

summary judgment denied on factual grounds and one denied on legal grounds 

[as] both problematic and without merit’” (alterations in original) (quoting 

Metro. Life Ins. Co. v. Golden Triangle, 121 F.3d 351, 355 (8th Cir. 1997))); Ji 

v. Bose Corp., 626 F.3d 116, 128 (1st Cir. 2010) (holding “that even legal errors 

cannot be reviewed unless the challenging party restates its objection in a 

[Rule 50] motion”); Chesapeake Paper Prods. Co. v. Stone & Webster Eng’g 

Corp., 51 F.3d 1229, 1235 (4th Cir. 1995) (rejecting “the contention that our 

review should depend on whether the party claims an error of law or an error 

of fact,” and noting that “[s]uch a dichotomy is problematic because all 

summary judgment decisions are legal decisions in that they do not rest on 

disputed facts”). 

Traxxas’s Rule 50(a) and renewed Rule 50(b) motion sufficiently 

preserved its objection to the district court’s ruling. While the arguments in 

Traxxas’s motions focus primarily on the sufficiency of the evidence, it noted 

its “disagree[ment] with the [c]ourt’s determination that the License 

Agreement was ambiguous.” It also objected that FMS’s competing 

 Case: 16-40686 Document: 00514055731 Page: 6 Date Filed: 06/30/2017
No. 16-40686

7 

interpretation of the Agreement was not reasonable so that it “require[d] 

judgment as a matter of law.” The district court addressed its ruling on 

ambiguity when entertaining Traxxas’s renewed Rule 50 motion, stating “[a]s 

a preliminary matter, the [c]ourt has found the license agreement to be 

ambiguous.” Under these circumstances, Traxxas sufficiently preserved its 

argument for appellate review. See Navigant Consulting, Inc. v. Wilkinson, 

508 F.3d 277, 288 (5th Cir. 2007) (stating that “Rule 50(b) is construed 

liberally” and that the purpose of the rule is to provide notice to the district 

court and the plaintiff of the defendant’s objections); Hodges v. Mack Trucks, 

Inc., 474 F.3d 188, 195 (5th Cir. 2006) (considering an issue preserved in a Rule 

50 motion even though it was “extremely brief and conclusory”); cf. OneBeacon 

Ins. Co. v. T. Wade Welch & Assocs., 841 F.3d 669, 676 n.6 (5th Cir. 2016) 

(holding that an issue was preserved in a Rule 50(a) motion where the party 

briefly raised the issue and referenced a more extensive discussion in a prior 

motion for summary judgment). 

In sum, we conclude that Traxxas sufficiently preserved its interlocutory 

legal issue by raising its argument in Rule 50 motions following a jury trial on 

the merits, and therefore we have jurisdiction to consider Traxxas’s appeal. 

B. Invited Error 

We further hold that the invited error doctrine does not apply here. FMS 

claims that the invited error doctrine bars Traxxas from now arguing that the 

contract is unambiguous because Traxxas approved of the district court’s jury 

instruction regarding the contract’s ambiguity. The invited error doctrine 

prevents a party from complaining of errors that it induced the district court 

to make. McCaig v. Wells Fargo Bank (Tex.), N.A., 788 F.3d 463, 476 (5th Cir. 

2015). Once the district court ruled—over Traxxas’s objection—that the 

contract was ambiguous, Traxxas complied with the ruling at trial but

repeatedly restated its argument that the contract was unambiguous. See 

 Case: 16-40686 Document: 00514055731 Page: 7 Date Filed: 06/30/2017
No. 16-40686

8 

Munoz v. State Farm Lloyds of Tex., 522 F.3d 568, 573–74 (5th Cir. 2008). 

Consequently, the invited error doctrine does not apply. See id. (holding that 

the invited error did not apply to a jury instruction where a party “timely 

objected and was overruled”). 

C. Contract Interpretation 

Proceeding to the merits, we hold that the district court properly 

determined that the Agreement was ambiguous. Traxxas raises several 

arguments in support of its allegation that the Agreement unambiguously 

establishes that it does not owe additional royalties. First, it urges us to 

conclude that the terms “the Stampede body” and “the Stampede chassis” 

clearly refer only to those items on the base model Stampede, not the entire 

Stampede line. According to Traxxas, “the Stampede chassis” refers to a 

unique base found only on the standard Stampede, and it includes diagrams to 

illustrate the difference between the bases and parts of other Stampede 

models. It also points to differences in stripes, the location of holes for 

antennas, additional holes for cooling, and different mounts on the chassis to 

show that the bodies within the line are not all the same. Further, Traxxas 

focuses on the use of the definite article “the” as a limiting term in the contract. 

Next, Traxxas insists that FMS’s interpretation of the contract is not 

reasonable because (1) FMS disregards certain provisions in the Agreement 

and interprets the same terms in separate provisions differently, (2) FMS’s 

interpretation includes models that were not introduced until after the 

Agreement went into effect, and (3) FMS’s interpretation leads to an absurd 

windfall. Finally, Traxxas argues that canons of interpretation favor its 

reading of the contract. We are not persuaded by these arguments. 

A Rule 50 motion is reviewed de novo, “applying the same standard as 

the district court.” Gomez v. St. Jude Med. Daig Div. Inc., 442 F.3d 919, 927 

(5th Cir. 2006). Interpretation of a contract is a legal question reviewed de 

 Case: 16-40686 Document: 00514055731 Page: 8 Date Filed: 06/30/2017
No. 16-40686

9 

novo. Hoffman v. L & M Arts, 838 F.3d 568, 581 (5th Cir. 2016); accord

Dreisinger v. Teglasi, 13 N.Y.S.3d 432, 435 (N.Y. App. Div. 2015). 

New York law considers “the question of whether a written contract is 

ambiguous [as] a question of law for the court.” JA Apparel Corp. v. Abboud, 

568 F.3d 390, 396 (2d Cir. 2009). A contract is ambiguous when “its terms are 

subject to more than one reasonable interpretation.” Universal Am. Corp. v. 

Nat’l Union Fire Ins. Co. of Pittsburgh, Pa., 37 N.E.3d 78, 80 (N.Y. 2015). 

Language in a contract is ambiguous when it is “capable of more than one 

meaning when viewed objectively by a reasonably intelligent person who has 

examined the context of the entire integrated agreement and who is cognizant 

of the customs, practices, usages and terminology as generally understood in 

the particular trade or business.” JA Apparel, 568 F.3d at 396–97 (quoting 

Revson v. Cinque & Cinque, P.C., 221 F.3d 59, 66 (2d Cir. 2000)). 

A contract is unambiguous when its words “have a definite and precise 

meaning, unattended by danger of misconception in the purport of the 

[contract] itself, and concerning which there is no reasonable basis for a 

difference of opinion.” Breed v. Ins. Co. of N. Am., 385 N.E.2d 1280, 1282 (N.Y. 

1978). If a court determines that a contract is unambiguous, “its meaning is 

likewise a question of law for the court to decide.” Id. at 397. The court looks 

only within the four corners of an unambiguous contract to discern its 

meaning. Ellington v. EMI Music, Inc., 21 N.E.3d 1000, 1003 (N.Y. 2014). 

“However, where the contract language creates ambiguity, extrinsic evidence 

as to the parties’ intent may properly be considered. Where there is such 

extrinsic evidence, the meaning of the ambiguous contract is a question of fact 

for the factfinder.” JA Apparel, 568 F.3d at 397 (citations omitted). 

We conclude that the Agreement is ambiguous and worthy of submission 

to a factfinder. The terms “the Stampede body” and “the Stampede chassis” do 

not have on their face “a definite and precise meaning, unattended by danger 

 Case: 16-40686 Document: 00514055731 Page: 9 Date Filed: 06/30/2017
No. 16-40686

10

of misconception in the purport of [the Agreement] itself, and concerning which 

there is no reasonable basis for a difference of opinion.” See Breed, 385 N.E.2d 

at 1282. Although Traxxas offers its understanding of the terms, it never 

shows that these terms are standardized within “the customs, practices, 

usages and terminology as generally understood in [its] particular trade or 

business.” See JA Apparel, 568 F.3d at 396–97. Instead, these appear to be

specific terms for a specific contract. Both parties cite numerous documents, 

charts, and advertisements to show that custom and usage favors their

respective interpretations, but this competing extrinsic evidence is the sort of 

thing appropriate for a factfinder to weigh and consider, not this court. See id. 

at 397. 

Traxxas argues that use of the article “the” limits the scope of the terms 

“Stampede body” and “Stampede chassis” and supports its narrower 

interpretation. It notes “that the definite article ‘the’ particularizes the subject 

which it precedes. It is a word of limitation.” Am. Bus Ass’n v. Slater, 231 F.3d 

1, 4–5 (D.C. Cir. 2000) (internal quotation marks omitted). Still, after 

reviewing the full text of the Agreement, we are not persuaded that use of the 

article “the” in this context forecloses any interpretation of the contract 

provision other than the one Traxxas advocates. See Riverside S. Planning 

Corp. v. CRP/Extell Riververside, L.P., 920 N.E.2d 359, 363 (N.Y. 2009)

(stating that the court should review the entire contract and that “[p]articular 

words should be considered, not as if isolated from the context, but in the light 

of the obligation as a whole and the intention of the parties as manifested 

thereby” (quoting William C. Atwater & Co. v. Panama R.R. Co., 159 N.E. 418, 

419 (N.Y. 1927))). 

Moreover, we conclude that FMS’s interpretation of the Agreement is 

reasonable. See JA Apparel, 568 F.3d at 396. For instance, Traxxas claims 

that it is unreasonable for the Nitro to be included under the Agreement 

 Case: 16-40686 Document: 00514055731 Page: 10 Date Filed: 06/30/2017
No. 16-40686

11

because it is not battery powered, and the Licensed Articles provision is limited 

to “[h]obby-grade battery-operated remote control operated monster truck 

vehicles.” The Royalty Rate provision, however, states that “[i]n 

determining . . . royalties, ‘Licensed Articles’ shall be deemed to include all R/C 

Vehicle Units and R/C Bodies manufactured with the Stampede chassis and/or

Stampede body, whether or not branded with the Property or ‘Stampede’” 

(emphasis added). The “shall be deemed to include” language makes it 

plausible that the Royalty Rate provision covers more vehicles—such as the 

Nitro—than the Licensed Articles provision. As such, it is reasonable for the 

Nitro to be included under the Agreement. Additionally, the Agreement is 

silent about whether it covers models in the Stampede line introduced after 

the Agreement went into effect, so this interpretation is also reasonable. And 

while the Agreement is undoubtedly better for FMS with the additional 

royalties, it does not appear that the extra royalties are so excessive as to 

render such an interpretation absurd. See Mastrovincenzo v. City of New York, 

435 F.3d 78, 104 (2d Cir. 2006) (“[A]bsurd results should be avoided.” (quoting 

World Trade Ctr. Props., L.L.C. v. Hartford Fire Ins. Co., 345 F.3d 154, 184 (2d 

Cir. 2003)). The first 30,000 units sold annually were exempted from the 

royalty calculation, and Traxxas received a sponsorship credit at certain MJ 

events under the Agreement, so the Agreement also benefited Traxxas. Our 

task is not to determine whether Traxxas’s interpretation is better, but only 

whether FMS’s interpretation is also reasonable, see Universal Am. Corp., 37 

N.E.3d at 80, and we conclude that it is reasonable. 

Similarly, application of canons of statutory construction does not favor 

Traxxas’s interpretation of the contract. “In cases of doubt or ambiguity, a 

contract must be construed most strongly against the party who prepared it, 

and favorably to a party who had no voice in the selection of its language.” 

Jacobson v. Sassower, 489 N.E.2d 1283, 1284 (N.Y. 1985). Although FMS 

 Case: 16-40686 Document: 00514055731 Page: 11 Date Filed: 06/30/2017
No. 16-40686

12

composed the first draft of the Agreement, it went through multiple revisions, 

and Traxxas could have objected to or amended the language even though it 

failed to do so. Moreover, under New York law, this doctrine is a last resort 

and applies only when the extrinsic evidence submitted to the factfinder is 

insufficient to resolve an ambiguity in the contract. See Catlin Specialty Ins. 

Co. v. QA3 Fin. Corp., 36 F. Supp. 3d 336, 341 (S.D.N.Y. 2014) (citing State v. 

Home Indem. Co., 486 N.E.2d 827, 829 (N.Y. 1985)). That “a specific contract 

provision should prevail over a general one,” is similarly unhelpful. Sompo 

Japan Ins. Co. of Am. v. Norfolk S. Ry. Co., 762 F.3d 165, 179 (2d Cir. 2014). 

Traxxas does not point to a narrower provision of the contract; instead, it 

argues that because its interpretation of the contract is narrower than FMS’s, 

the court should prefer its interpretation. Finally, “if parties to a contract omit 

terms—particularly, terms that are readily found in other, similar contracts—

the inescapable conclusion is that the parties intended the omission.” 

Quadrant Structured Prods. Co., Ltd. v. Vertin, 16 N.E.3d 1165, 1172 (N.Y. 

2014). However, the scope of terms such as “the Stampede body,” “the 

Stampede chassis,” and “all R/C vehicle units” is precisely what is at issue. 

Additionally, these are specialized terms not readily found in other, similar 

contracts. See id. Thus, common canons of statutory construction do not aid 

Traxxas. 

We hold that the district court did not err when it determined that the 

contract was ambiguous, and thus, the district court properly denied Traxxas’s 

summary judgment and Rule 50 motions. See JA Apparel, 568 F.3d at 396. 

Under New York law, the district court appropriately left the interpretation of 

this ambiguous contract to the jury. See id. at 397.

IV. CONCLUSION 

For the foregoing reasons, we hold that this court has jurisdiction to hear 

this appeal and AFFIRM the judgment of the district court. 

 Case: 16-40686 Document: 00514055731 Page: 12 Date Filed: 06/30/2017