### FILED U.S. COURT OF APPEALS ELEVENTH CIRCUIT JUNE 11, 2003 THOMAS K. KAHN CLERK [PUBLISH] IN THE UNITED STATES COURT OF APPEALS FOR THE ELEVENTH

CIRCUIT

________________________ No. 01-15575

________________________ D. C. Docket No. 91-00986-CV-ASG ALLAPATTAH SERVICES, INCORPORATED, a Florida corporatio n, ROBERT LEWIS, INC., a Florida corporation , d.b.a. Trial Exxon, G.G.S.K.1, Inc., a Florida corporation, d.b.a. North Stuart Exxon , G.G.S.K., Inc., et al., Plaintiffs-Appellee s, Cross-Appellants, ROY PAGE, GLEBE ROAD EXXON, INCORPORATED, Plaintiffs,

versus EXXON CORPORATION, a New Jersey

corporation, Defendant-Appellant , Cross-Appellee.

________________________ No. 01-16244

________________________ D. C. Docket No. 91-00986-CV-ASG2

ALLAPATTAH SERVICES, INCORPORATED, a Florida corporatio n, ROBERT LEWIS, INC. , a Florida corporation, d.b. a. Northlake Ex xon, d.b.a. Trial Exxon, G.G.S.K.1, Inc., a Florida corpora

tion, d.b.a. N

orth Stuart Exxon, G.G.S.K., Inc., et al., Plaintiffs-Appe llees, ROY PAGE, et al., Plaintiffs,

versus EXXON CORPORATION, a New Jersey

corporation, Defendant-Appe llant.

________________________ Appeals from the United States District Court for the Southern District of Florida

_________________________ (June 11, 2003) Before WILSON and FAY, Circuit Judges, and GO LDBERG*, Judge.

________________________ *Honorable Richard W. Goldberg, Judge, U.S. Court of International Trade, sitting by designation.3

WILSON, Circuit Judge: This case arises o

ut of a class action s

uit filed by appr

oximately 1 0,000 Exxon dealers who a

lleged that Exxon Cor

p. breached its dea

ler agreeme

nts by overcharging them

for fuel purchase s. Following a second trial, a jury returned a special verdict in f

avor of the dealer

s. After enter

ing a final judgm

ent for the class representatives a

nd denying the deal

ers’ motion f

or the entry of a class-wide judgment, the district court certified the following two questions for interlocutory appeal: (1) wheth

er it properly exercised supplem ental jurisdiction

over class members w

hose claims did no

t meet the jur

isdictional minim

um amount in controversy re

quirement; and (

2) whether an aggr

egate compensa

tory and preju dgmen t int erest award could be ent ered f or the class befor e the c laims administration process. Additionally, the court urged us to consider all of the legal issues raised by both parties relati ng to the disposition of the case. Thus, w

e also consider (1) wheth

er Exxon is entitled to participate in the claims adm

inistration process; (2) whet

her Exxon may

assert set-off c

laims against th

e dealers; (3) whether the district court abused its discretion by certifying the class; (4) whether the court erred when it admitted extrinsic evidence to supplement the Dealer Sales Agreements (

dealer agreem

ents); (5) whethe

r the dealers’ c

laims were ba

rred by the statutes of lim

itations; and (6) whe

ther the court abuse

d its discretion by1 A detailed summary of the facts underly ing the dealers’ suit is set forth in Allapattah Services, Inc. v. Exxon Corp. , 61 F. Supp. 2d 1308, 1310–13 (S.D. Fla. 1999). 4 allowing the dealer

s’ expert witne ss to testify at t rial. We find n

o reversible erro

r and ac cordi ngly a ffirm. BACKGROUND 1 This suit was filed by a class of approximately 10,000 current and form er Exxon dealers in thir

ty-five states

who alleged that in connection with a m arketing program known a

s the Discount for C ash (DFC) progra m, Exxon sy

stematically and intentionally overcharged them for the wholesale purchase of motor fuel between March 1,

1983 and August 31, 1994.As a result of the o vercharges, the dealers alleged that Exxon breached its obligations to them under the dealer agreements. Under the DFC pr

ogram, Exxon e

ncouraged its deale

rs to implem

ent a pricing system under which retail customers who paid cash for gasoline would pay a few cents less t

han customers w

ho paid with credit cards. In an effor t to maximize dealer participa

tion in the program

, Exxon began char

ging dealers a three-percent pr

ocessing fee on sale s of gasoline to consum ers who paid by c

redit card, but promised to offset the charge by reducing the wholesale price that each dealer paid for ga

soline. Exxon kept th

is promise for a

pproximately

six months5

and reduced the whol

esale price by

1.7 cents per gallon . In March of 1983, however, it stoppe

d providing the offset without informi ng the dealers. T

he dealers allege tha

t by removin

g the offset without informing them , Exxon was able to overcharge them

for gasoline during th

e class period. Upon discovering that the offset was no longer being provided, the dealers filed suit in May

of 1991, and the case

originally was

tried to a hung jury

in September of

1999. It was retr

ied in January of

2001, resulting in a un

animous jury verdict in favor of the deal ers. The jury

found that Exxon brea

ched its contractual oblig ations to the deale rs and fraudulently con cealed that breach. Following the retur

n of the jury’ s verdict, Exxon fi led posttrial mo

tions for judgment as a m

atter of law and/o

r a new trial. T

he district court de

nied those motions, conclud

ing that the evidence

presented at trial

was more than

sufficient to support the verdict . The court furt her determine

d that, as a ma

tter of law, the dealers were en

titled to recover pr

ejudgment inte

rest in addition to thei

r compensatory

damages. Ne

vertheless, the court denied the deale rs’ motion fo

r the entry of a final judgment for the class, concluding that it had no authority to enter an aggregate judgment becau se the jury had not awarded ag gregate damages. Instead, the distri

ct court entered a

final judgmen

t for the class rep

resentatives and created an ad hoc c

laims process t

hrough which Exxon cou ld contest each of the6

remaining cla

ss member

s’ claims f

or compensator

y damages. Because the distric

t court believed that

its “order invol

ve[d] a controlli

ng question of law as to which there is substa ntial ground for diff

erence of opinion and that an imm

ediate appeal fro

m the order m

ay mater ially advance t

he ultimate termination of

the litigation,” it certified the case for interlocutory

review pursuant to 28 U.S.C. § 1292(b), asking us to resolve the following questions: (1) whether it properly exercised supplemental jurisdiction over the claims of class m embers who did not meet the jurisdictional minimum

amount in controv

ersy; and (2) whether it was pr

oper to enter judgm

ent for the class r

epresentatives, b

ut not for the class as a whole. DISCUSSION I. Supplemen

tal Jurisdiction The first question certified for interlocutory review by the district court was whether it had supple

mental jurisdiction over the clai ms of all of the

class members, including those who fa

iled to meet the

minimum

amount in controv

ersy requirement of 28 U.S.C. § 1332(a). “[ W]hether the district court had subject matter juri sdiction over [this ac tion] is . . . su

bject to de novo review.” Darden v. Ford Consumer Fin. Co. , 200 F.3d 753, 755 (11th Cir. 2000). The district court ’s question force s us to address whethe r 28 U.S.C. § 13 67,2 We have raised this question before, but never answered it. In Cohen v. Office De pot, Inc. , 204 F.3d 1069, 1080 n.12 (11th Cir. 2000), we declined to address the plaintiff’s argument that § 1367 overru

les Zahn , because “no member of the class ha[d] an individual claim that satisfie[d] the requisite amount in controversy.” Shortly thereafter , in Morrison v. Allstate Indemnity Co. , 228 F.3d 1255, 1273–74 (11th Cir. 2000 ), we concluded

that it was prematu

re to address the question, because the named plaintiffs had not had an opportunity to establish that their claims met the jurisdictional minimum amount in controversy. We therefore remanded the case with instructions that the district court should consider whether § 1367 overruled Zahn if the plaintiffs carried their burden of proof on that issue. Id. Since that decision, no further opportunity to address the question has presented itself until now. 7 the suppl emental juris diction s tatute, ov errules th e United Sta tes Supreme Co urt’s decision in Zahn v. International Paper Co. , 414 U.S. 291, 301 (1973), that “[e]ach plaintiff in a Rule 23(b)(3) class action must satisfy the jurisdictional amount, and any plaintiff who does not must be dismissed from the case.” 2 Whether § 1367 over

rules Zahn has been the subjec t of considerable de

bate among our sister circuit s, which have split o n the issue. See Rosmer v. Pfizer Inc. , 263 F.3d 110, 114 (4th Cir. 2001) (holding “that § 1367 confers supplemental jurisdiction in diver

sity class actio

ns, so long as one nam

ed plaintiff” satis fies the minimum amount in controversy requirement), cert. dismissed , 536 U.S. 979 (2002); Gibson v. Chrysler Corp. , 261 F.3d 927, 934 (9 th Cir. 2001) (holdin

g the same), cert. denied , 534 U.S. 1104 (2 002); Stromberg Metal W orks, Inc. v. P

ress Mech., Inc. , 77 F.3d 928, 930–31 ( 7th Cir. 1996) (holdi

ng that § 1367 authorize s a district court to exe

rcise suppleme

ntal jurisdiction ove

r a party that d

oes not3 Stromberg Metal Works, Inc . was not a class a ction suit; it involve

d two plaintiffs, on

ly one of whom satisfi

ed the amount in con

troversy. 7

7 F.3d at 930. The S eventh Circuit subsequently applied Stromberg Metal Works, Inc . to a class action suit in In re Brand Name Prescription Drugs Antitrust Litigation , 123 F.3d 599 (7th C ir. 1997). The Sev

enth Circuit held in that case that “[a]t least one named plaintiff must satisfy the jurisdictional minimum. If he does, the other named plaintiffs and the unnamed class members can, by virtue of the supplemental jurisdiction conferred on the federal district courts by 28 U.S.C. § 1367, piggy back on that plaintiff’s claim.” Id . at 607. 8 satisfy the minimum am

ount in controversy); 3 In re Abbott Labs. , 51 F.3d 524, 528–29 (5th Cir. 1995)

(holding that as long as

the class represe

ntatives meet t

he amount in controversy requirement, a district court m ay exercise supplemental jurisdiction over t he members of the class who do no t). But see Trimble v . Asarco, Inc. , 232 F.3d 946, 962 (8th Cir. 2000) (holdin g that Zahn remains viable and that each mem

ber of a class m

ust meet the re

quisite jurisdictio

nal amount in controversy); Meritcare Inc. v . St. Paul Mercu

ry Ins. Co. , 166 F.3d 214, 222 (3 d Cir. 1999) (finding

the text of § 1367 am

biguous and relying

upon legislative history to hold that

§ 1367 preserves Zahn ); Leonhardt v. W. Sugar Co. , 160 F.3d 631, 640 (10th Cir. 19 98) (holding that § 1367 una mbiguously pr

eserves Zahn ). Upon our own review

, we agree wit

h our sister circuit

s that have held that t

he language of § 1367 clea

rly and unam

biguously overrule s Zahn and allows a district court entertaining a diversity class action to exercise supplemental jurisdiction over class members whose claims do not m eet the jurisdictional4 We are unpersuaded by Exxon’s argument that “[t]he ‘fact that a statute has been

interpreted differently by dif ferent courts is evidence that the statute is ambiguous and unclear.’” The mere existence of a split among the circuits as to the proper interpretation of § 1367 does not relieve us of our obligation to interpret the statute independently. See Minor v. Dugger , 864 F.2d 124, 126 (11th Cir. 1989) (“Under the established federal legal syste m the decisions of one circuit are not b

inding on other c

ircuits.”); see also Rosmer , 263 F.3d at 118 (“[W]e cannot allow the fact that other circuits have called a statute ambiguous to negate this circuit’s duty to interpret the text of the enactment.”). 9 minimum amount in controv

ersy requirem

ent. 4 In addressing this ques

tion, “we beg

in by examin

ing the text of the sta

tute to determine whether its meaning is clear.” Harry v. Marchant , 291 F.3d 767, 770 (11th Cir. 2002) (en banc). “In construing a statute we must begin, and often should end as well, with the language of the statute itself.” Merritt v. Dillar d Paper Co. , 120 F.3d 1181, 1185 ( 11th Cir. 1997). T his is so because “ ‘[we] m ust presume that a

legislature say

s in a statute what i

t means and m

eans in a statute what it says there.’” Id. (quoting Conn. Nat’l Bank v . Germain , 503 U.S. 249, 253–54 (1992)). Section 1367(a) pro

vides, Except as provided in subsections (b) and (c) or as expressly provided otherwise by Federal statute, in any civil action of which the district courts have original

jurisdiction, the

district courts shal

l have supplemental j urisdiction over all o ther claims tha

t are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy under Article III of the United States Constitution.Such supplement al jurisdiction sha

ll include claims that invol

ve the joinder or in

tervention of additio

nal parties.5 Exxon argues that “the text and structure of §1367 [sic] preserve the jurisdictional

requirement of Zahn .” In so arguing, however, it essentially asks us to construe § 1367 in such a way as to ap

ply only where the court

already ha

s original jurisdi

ction over every

class members’ claim. We do not believe that the statute can be read to suggest this. If a district court is require d to have original jurisdiction over every class members’ claim, the last sentenc e of § 1367(a), providing that “[s]uch supplemental jurisdiction shall include claims that involve the joinder or intervention of additional parties ” would be superfluous. 28 U.S.C. § 1367(a) (emphasis added). There would be little reason for the statute to provide for the exercise of claims involving the joinder of additional parties if the district court first were required to have original jurisdiction over those claims. We therefore cannot read the statute in this way. See United States v. DBB, Inc. , 180 F.3d 1277, 1285 (11th Cir. 1999) (providing “that courts should disfavor interpretations of statutes that render language superfluous” (internal quotation marks omitted)). Additionally

, Exxon argues that t

he legislative h

istory of § 13 67 “confirms Cong ress’ [sic] intent to preserve Zahn and prior cases.” We, however, see no need to parse the legislative history to divine congressional intent with respect to § 1367, because we consistently have reiterated that the text of a statute controls and that we may not “consider legislative history when the statutory language is unambiguous.” Valdivieso v. Atlas Air, Inc. , 305 F.3d 1283, 128 7 (11th Cir. 2002) (per curiam), petition for cert. filed , 71 U.S.L.W. 3367 (U.S. Nov. 8, 2002) (No. 02- 728); see also Harry

, 291 F.3d at 772 (“Even if a statute’s legislative history evinces an intent contrary to its straightforward statutory command, we do not resort to legislative history to cloud 10 28 U.S.C. § 1367(

a). Section 1367(b

) continues, In any civil action of which the district courts have original jurisdiction founded solely on section 1332 of this title, the district courts shall not have supplemental jurisdiction under subsection (a) over claims by

plaintiffs against p ersons made par ties under Rule 14, 19, 20 , or 24 of the Feder al Rul es of C ivil Proce dure, or ove r clai ms by persons proposed to be joined as plaintiffs under Rule 19 of such rules, or seeking to

intervene as plainti

ffs under Rule 24 of such rules, when exercising supp

lemental jur

isdiction over such cl

aims would be inconsistent with the

jurisdictional re

quirements of s ection 1332. Id . § 1367(b). We believe that i

t is clear from

the plain language of

the statute that § 1367(a) is a genera

l grant of supplem

ental jurisdiction

, which is then nar

rowed for diversity cases by § 1367(b). 5 In considering whet her the district cou

rt’s exercisea statutory text that is clear”

(internal quotati

on marks omitted).) ; Harris v. Garner , 216 F.3d 970, 976 (11th Cir. 2000) (en banc) (“When the import of the words Congress has used is clear . . ., we need not resort to legislative history, and we certainly should not do so to undermine the plain meaning of the statutory language.”) , cert. denied, 532 U.S. 1065 (2001).

6 The minimum amount in controversy has been raised to $75,000. See28 U.S.C. § 1332. 11 of supplemental

jurisdiction over t

he dealers’ cla

ims was proper

, we therefore

first must determ

ine whether the dea

lers satisfied the r

equirements of

§ 1367(a). The parties agree tha

t the district court h

ad original jurisdi

ction over the class representatives’ claims, beca use they satisfi

ed the $50,000 jurisdictional minim um amount in controve

rsy requirem

ent. 6 Section 1367(a) the refore authorize

d the court to exercise s

upplemental j urisdiction over those claims that w

ere so closely related to the origi

nal claims that

they “for m[ed] part

of the same ca

se or controversy.” Id. § 136 7(a). Becau se the deale rs’ cl aims ar ose fr om the s ame agreements a

nd contractual obliga

tions as the class re

presentatives’ c

laims, the requirements of § 1367(a) were satisfied. Thus, the district

court was entitled

to exercise supplem

ental jurisdiction over the dealers’ claims pursuant to § 1367(a) unless those claims fell w

ithin one of the exceptions list

ed in subsection (b),

which explicitly

prevents courts fr

om exercising supplem

ental jurisdiction

“over claim

s by plaintiffs a

gainst persons made parties u

nder Rule 14, 19, 20 , or 24 of the Feder al Rules of Civil7 Section 1367(a)’s grant of supplemental jurisdiction also is subject to the exceptions

enumerated in subsection (c), but t hat subsection re

lating to discre

tionary jur

isdiction is inapplicable to this case. See 28 U.S.C. § 1367(a). 12 Procedure.” 7 Id. § 1367(b). Notably, Federal Rule of Civil Procedure 23, which pertains to class actions, is not one of the enumerated exceptions. Exxon argues that because § 1367(a

) requires that the

district court have

original jurisdict

ion over each mem

ber of the class, “

it would have been re

dundant for Congress t

o

enumer ate Ru le 23 a s a spe cific exclu sion from supplemental jurisdiction in §1367(b) [sic]. ” We disagree.The fact that Con gress created expl

icit exceptions to § 1367(a)’s broa

d grant of supplem

ental jurisdiction

but did not include Rule 23 among them leads us to conclude tha t it did not intend to pre

vent district courts from exercising supplementa l jurisdiction ove r the claims of class members. Indeed, it is a well-accepted rule of statutory construction in this Circuit that “where a sta

tute explicitly e

numerates ce

rtain exceptions to a

general grant of power, courts shoul

d be reluctant to im

ply additional exceptions in the absence of a clear legislative intent to the contrary.” United States ex rel. Will iams v. NEC Corp. , 931 F.2d 1493, 1502 ( 11th Cir. 1991). Be cause we do not belie

ve that the text of the statute e

xpresses any leg

islative intent to pre

vent district courts from exercising supplem

ental jurisdiction

in diversity cla

ss actions, we dec

line to “rewrite the statute to insert Rule 23 into § 1367(b)’s list of exceptions.” Rosmer ,8 Exxon also argues that it was inappropriate for the district court to enter individual final

judgments for each of the named class representatives, because no rea sonable jury could have found that Exxon brea

ched its obligati

ons under the dea

ler agreemen

ts. Exxon’s argumen

t, however, is little more than an attack on all of the factual findings made by the jury. As we find that the jury’s verdict was supported by substantial evide nce, Exxon’s argument is without merit. See Brochu v. City of Riviera Beach , 304 F.3d 1144, 1154 (11th Cir. 2002) ( “A verdict must stand unless there is no legally sufficient evidentiary basis for a reasonable jury to find for that party on that issue” (internal quotation marks omitted).).

13 263 F.3d at 115; see also Harris v. Garner , 216 F.3d 970, 976 (11th Cir. 2000) (en banc) (“We will

not do to the statutory

language what Congr

ess did not do with it, because the role of

the judicial branc

h is to apply statut

ory language, n

ot to rewrite it.”), cert. denied , 532 U.S. 1065 (2001). Thus, we find that § 1367 clearly and unambiguously provides district courts with the authority in diversity class actions to exercise supplemental jurisdiction over t

he claims of cl

ass membe

rs who do not mee

t the minimu

m amount in controversy as long as the district court has original jurisdiction over the claims of at least one of the class representatives. We therefore conclude that § 1367 overrules Zahn

. II. Entry of Judgment We now turn to the second issue certified for interlocutory review – whether the district court should have entered an aggregate judgment for the dealers based upon the jury’ s verdict finding Exx on liable to the deale

rs. 8 Because we do not9 We review the distr ict court’s denia

l of judgment for

the class and entr

y of judgme

nt in favor of the class representatives de novo. See Maytronics, Ltd. v. Aqua Vac Sys., Inc. , 277 F.3d 1317, 1320 (11th Cir. 2002).

10 Although we make this assumption, we express no opinion as to whether a district court has the authority to enter an aggreg ate judgment in a class action suit when the jury has not awarded agg

regate damag

es. 14 believe that an aggr

egate final judgm

ent was warrant

ed in this case, we

also must address the followi

ng issues raised in the

dealers’ cross -appeal: (1) whe ther the district court err

ed by determ

ining that Exxon is per

mitted to partic

ipate in the claims proce ss; an d (2) w heth er it i s prop er to a llow E xxon to ass ert se t-off claims during the claim

s process. A. Aggregate Ju dgment The dealers argu

e that once the jur

y returned a ve

rdict in their favor

, the district court should h

ave entered a fina

l judgment aw

arding aggregate da

mages to the class. 9 Although they ac knowledge that the j ury did not awar d aggregate damages, the dealers argue that the court could have calculated the total amount of damages on its ow

n and entered a jud

gment reflec

ting that amount.Assuming arguendo that the district court had the authority to calculate the dealers’ damages and enter an aggregate judgment, we do not believe that it would have been appropriate for the court to exercise that authority in this case. 10 As an initial ma

tter, we note tha

t our consideration of

whether an aggre

gate15

final judgment is appropriate in this case is complicated by the lack of case law pertaining to this issue. Therefore, like the district court, we find ourselves without much guidance f rom other courts. Upon our o wn review, however, we agree with the district court that this is not the ideal case for the entry of an aggregate final judgment, because several significant obstacles prevent the entry of such a judgm

ent. Moreover, we do not believe tha t an aggregate jud

gment would benefit the class greatly or result in a more expedient disposition of each deale r’s cl aim. Although we believe that Exxon’s liability to the dealers was decided properly on a cl

ass-wide basis, w

e agree with the di strict court that the determination o f the amount tha t each dealer wa

s overcharged during

the class period must take

place on an individual basis, taking into account the amount o f compensatory

damages to whi

ch each dealer is e

ntitled. Such individ

ualized proof of claims would be necessary regardless of whether an aggregate judgm ent was entered, and the considerations that m ust be taken into acco

unt to calculate the

correct amou

nt of damages dur

ing the claims pr

ocess reveal the obs

tacles to entering an aggrega

te judgment fo

r the class. The se obstacles include (1) accounting for those dealers who either have opted out of the c

lass or not submitted claim

s; (2) accounting for

those dealers whose

claims were

barred by11 We will address the dealers’ arg

uments with respec

t to the statutes of l

imitations in Section III(C) and the set-of f claims in Section II(C).

12 There is a high probability that an aggre gate award of damages would have resulted in a substantial pool of unclaimed funds at the conclusion of the claims process. Before the district court and on appeal, the dealers raised the issue of whether Exxon would be entitled to reverter of the funds remaining at the conclusion of the claims administration process. Because we determine that an

aggregate

final judgment is n

ot appropriate in

this case, we nee

d not address this issue. 16 the Ohio statute of l

imitations; (3)

the difficulty of awarding prej udgment interes t on a class-wide bas

is when the applicable amount of inte rest varies from

state to state; and (4) determining whether the dealers’ claims are subje ct to further reduction by set-off claims ass erted by Exxon. 11 In light of these obsta

cles, we believe

that the district cou

rt’s decision not to enter an aggregate

judgment was

proper, because t

he judgment w

ould not have expedited or simplified the claims process. Indeed, it appears that the entry of an aggregate judgm

ent would compli

cate the claim

s process further,

and we believe that the only rea

l effect of enter

ing an aggregate j udgment in this ca se would have been to set aside a la

rge pool of money

, which would have

accumulated i

nterest while the claims process took place. 12 Even if the funds were deposited immediate

ly into an escrow

account, the deale

rs would not benefit g

reatly from having the money

set aside, becaus e they would not be entitled to receive

their individual shares of compensatory damages until after their claims had been13 We note that this was not a case in which an aggregate award wa s authorized based upon the violation of a statute. See Six (6) M exican Work

ers v. Ariz. Citrus Gr

owers , 904 F.2d 1301, 1306 (9th Cir. 1990) (allowing the class to submit aggregate proof of damag es for violations of the Farm Labor Contractor Registration Act where the class soug ht statutory rather than actual dama

ges and individua

l proof of damag

es was not requir

ed for recover

y). This also was not a case in which the precise aggregate da mages of the class could be ascertained easily by a simple mathematical calculation. See Van Gemert v. Boeing Co. , 553 F.2d 812, 813 (2d Cir. 1977) (determining that the class’s aggregate damag es could be calculated by multiplying the number of unconverted debentures by the differenc e between the value and redemption price of the stock). 17 proven. We thus find no compelling justification for the entry of an aggregate final judgment in this

case, and the dea

lers have pointed us to

no authority sugge sting that the entry of

such a judgmen

t was required. 13 Therefore, w e conclude that, under the facts of this case, the district court’s refusal to enter an aggregate final judgment for the class did not constitute reversible error.

B. Exxon’s Right

to Participate in t

he Claims Process The district court

determined tha

t Exxon had a right to pa

rticipate in the claims adm

inistration process,

because it was a r

eal party in inte

rest and would have to pay the da

mages due as a r

esult of the verdict

and claims process. In light of that process, it

determined tha

t Exxon would be perm

itted to file objec

tions to each dealer’s claim contesti ng (1) whether the dealer actually was a dealer duri

ng the class period; (2)

whether the deale

r’s claim w

as subject to a sta

tute of limitations defense or barred by a release; (3) whether the am ount of compensatory18

damages and prejudgment interest to which each dealer was entitled was calculated proper

ly; and (4) whe

ther the dealer’ s claim was sub ject to reduction b

y one of Exxon’s set

-off claims. The de alers argue that E xxon had no right to par ticip ate in the cl aims process, because

the determina

tion of liability a

lready had been

made and the only remaining issue

in this case was how

to distribute the dam

ages. In so arguing,

the dealers rely primarily

upon the Supreme

Court’s decision i

n Boeing Co. v. V

an Gemert, 444 U.S. 472, 481 (1980), in which t he Court held that Boe

ing Co. did not have a present int

erest in the dam

age fund that was to be distributed to a cl ass of investors. We , however, beli eve that Boeing Co. is inapposite to this case. In Boeing Co. , an investor class action suit, Boeing Co. did not appeal the district court’s entr y of a judgment for the class. Id . at 479 n.5. Rather, its appeal was narrowly tailored to the issue of whether attorney’s fees could be awar ded from the portio

n of the judgme

nt fund that rem

ained unclaime

d at the conclusion of the claims process. Id . at 477. The Supr eme Court dete

rmined that “ [t]he judgment on the merits strippe d Boeing of any pr

esent interest in the

fund” and thus concluded that Boe

ing Co. had no intere st in the litigation bet ween the class and its attorneys regard ing attorney’s fees. Id . at 481 n.7. The Court, however, acknowledged that “

Boeing did have an inte

rest, arising fro

m its colorable

claim19

for the return of excess money, in whether attorney’ s fees could be assessed against the entire fund rather than against the portion actually claimed.” Id. Thus, we believe

that the dealers’ reliance upon Boeing Co. is misplaced. Contrary to the

dealers’ asser

tions, that decision d

oes not suggest that a defendant has no interest at al

l in the postverdict r

esolution of class cla

ims; rather,

it suggests that a defendant has

no interest in how the

class mem

bers apportion and dist

ribute a damage fund among themselves. Id .; see also Six (6) Me xican Workers v. Ariz. Citrus Growers , 904 F.2d 1301, 1307 ( 9th Cir. 1990) (“

Where the only

question is how to distribute the d

amages, the i

nterests affecte

d are not the defenda

nt’s but rather those of the

silent class me

mbers.”). In this case, howe ver, no damage

fund has been created a

nd there are sever

al issues that mu

st be resolved during t

he claims proces s. As one comm entator noted in addr

essing individual issues

among class mem

bers, If the only issue

is to determine

the amount of da

mages which c

lass members a

re entitled to rece

ive and this determ

ination can be accomplished a

lmost mech

anically, sim

ple proofs simil

ar to those used for summ

ary judgm

ent are often appr

opriate, . . . especially when individual cl aims are small or relatively modest. . . . On the other hand, w

hen large claim

s are involved, . .. one would expect that the

y would be m

ore hotly contest

ed by the defendants and m

ore vigorously as serted by the cl aimants. The economic stake s being more subst antial in large cla

ims, fairnes s dictates that the procedures should allow for a more formal adversary proceeding.20

3 Alba Conte & Herbert B. Newberg , Newberg on Class Ac tions § 9:64, at 457–58 (4th ed. 2002). Becaus e Exxon has certain def enses to each dealer’s cla im, we believe that an adversarial claims process is warranted in this case. We therefore conclude that Exxon st

ill has a present inte

rest in the claim

s process, and due process requires th at it be allowed to part icipate in that pro cess.

C. Exx on’s R ight to Ass ert Se t-Off Claims Havin g dete rmined that E xxon has a r ight to par ticip ate in the cl aims process, we m

ust address the deale

rs’ argume

nt that the district court erred when it determined tha

t Exxon could assert s et-off claim s against the dealer

s during the claims process, because it s set-off claims were untimely raised. Several federa

l courts have determ

ined that the appropr

iate time for

a class action defendant to r

aise affirm

ative defenses and s et-off claim s is during the damages phase of the actio n. See Aamco Automatic Transmissions, Inc. v. Tayloe , 67 F.R.D. 440 , 450 (E.D. Pa. 1 975) (dete rmining tha t the defen dant’s counterclaims “could be effectively presented when individual claims f or damages are presented”); Serpa v. Jolly King Rests., Inc. , S.D. Cal. 1974, __ F. Supp. __ (No. 72-423-N,

Mar. 29, 1974) (“

Once liability

is established and cla

ims for damages filed, then and only then, may the defendants raise specific and detailed counterclaims

to offset the dam

age claims.”

); Donson Stores, Inc. v. Am. Bakeries14 Ordinarily, a party must assert a c ounterclaim in its pleadings. SeeFed. R. Civ. P. 13. Rule 13, however, is inapplicable in class action suits, because “absent class members are not opposing or litigating adversaries for purposes of Rule 13.” Owner-Operator I ndep. Drivers Ass’n v. Arctic Express, Inc. , 238 F. Supp. 2d 963, 967 (S.D. Ohio 2003) (internal quotation marks omitted). As one commentator has explained, Rule 13 expressly is applicable only to opposing parties. A court may properly conc lude that absent class members are not opposing or litigating a

dversaries for

purposes of Rule 13 , and therefore Rule 13 is inapplicable in a class context. Because compulsory counterclaims can only be potentially involved when Rule 13 applies, if absent class members are not opposing partie

s within the meaning

of the rule, it foll

ows that any

counterclaims that may be permitted in a class action are not governed by Rule 13 and are purely discretionary with t

he court

. 2 Alba Conte & Herbert B. Newberg, Newberg on Class Actions § 4:34, at 299–300 (4th ed. 2002) (emphasis a

dded). Thus, the d

istrict court had d

iscretion to decid

e whether Exxon should be allowed to assert set-off claims against the dealers. 21 Co. , 58 F.R.D. 485, 489–90 (S.D.N.Y. 1973) (“ If liability is established, other issues, including damages and counterclaims, can be handled on a class member

by-class m

ember basis. ”). We agree with the reasoning of

those courts and therefore find tha

t Exxon was not requi

red to assert its set

-off claims i

n its

answer. 14 Thus, the district court did not err in holding that Exxon can r aise those claims during the

claims adm

inistration process. III. Ex xon’s Remain ing Cl aims Having answered t

he two certified q

uestions, we now a

ddress the following additional issues raised by Exxon: (1) whether the class should have been certified; (2) whether the district court should have permitted the jury to consider extrinsic evidence

pertaining to the dea

ler agreeme

nts; (3) whether th

e dealers’15 Exxon does not challen ge the district c

ourt’s finding th

at the class met the

requirements of Rule 23(a). 22 claims were

barred by the a

pplicable statutes of

limitations; and

(4) whether the district court should h

ave admitted th

e testimony

of the dealers’ expert witness. A. Class Certif

ication Exxon argues that the

district court err

oneously certif

ied and tried this ca

se as a class action pur

suant to Rule 23(b)(3 ). Exxon main tains that as a resul

t of this improper certification, each dealer’s claim a nd Exxon’s affirmative defenses were resolved on the basis of a single set of facts, ignoring the unique factual and legal issues relevant to the claims of each individual class member. “We revie

w the district cour

t’s grant of clas s certification fo r an abuse of discretion.” Andrews v. Am. Tel. & T el. Co. , 95 F.3d 1014, 1022 (11th Cir. 1996). “A class act

ion may be m

aintained only w

hen it satisfies all the requireme nts of Fed.R.Civ.P.23(a) and at least o ne of the alternati

ve requireme

nts of Rule 23(b).” 15 Rutstein v. Avis Rent-A-Car Sys., Inc. , 211 F.3d 1228, 1233 (11th Cir. 2000) (internal qu otation marks omitted), cert. denied sub nom . Zeirei Agudath Isr. Bookstore , 532 U.S. 919 (2001). The district court certified this class under Rule 23(b)(3), w

hich requires “

that the questions of la

w or fact com

mon to the members of the class predominate over any questions affecting only individual23

members.” Fed. R. Civ. P. 23(b)(3). “[T]o determine whether com mon questions predominate, we are called upon to examine th

e cause[] of ac

tion asserted in the complaint on behal f of the putative class.” Rutstein , 211 F.3d at 1234 (alteration in original) (internal quotation marks omitted). The comm on issues among the class in this case were (1) whether the DFC program imposed an obligation on Exxon to reduce wholesale prices;

(2) whether Exxo

n breached that oblig

ation when it faile

d to continue providing the of fset to the dealers ; and (3) whether E xxon fraudulently concealed that bre

ach. If these iss

ues were subjec

t to generalized pr

oof and predominated ove

r the individual issues

raised by Exxon’ s affirmative defenses, class certification was proper. See In re Vitamins Antitrust Litig. , 209 F.R.D. 2 51, 262 (D.D.C. 2 002) (“[I] n general, predom inance is met w

hen there exists generalized evide

nce which proves or

disproves an elem

ent on a simultane

ous, class-wide basis,

since such proof obvia

tes the need to exam

ine each class members’ individual positi on” (internal quot ation marks omitted).). Contrary to Ex

xon’s argume

nt, we do not believe

that this case is one “where in itial d etermina tions , such a s the is sue of l iabili ty vel non , turn upon highly individualized facts.” Rutstein , 211 F.3d at 1235–36 ( internal quotation marks omit

ted). Exxon’s pr

imary ar gument in support of

its contention that the24

class should not have been certified is tha t there were indiv

idual issues inherent

in each dealer’s breach of contrac t claim and its ow

n affirmative

defenses. We find that Exxon’s argument that each breach of contract claim raised an individual issue is without m

erit. Because a

ll of the dealer agr

eements wer

e materially similar and Ex

xon purported to reduce the price of whol esale gas for all de

alers, the duty of good faith was an obligation t hat it owed to the deal ers as a whole. Whether it brea

ched that obligation w

as a question com

mon to the class a

nd the issue of liabilit y was appropriately determined on a class-wide basis. Thus, the real que stion for the distric t court was whethe

r the comm

on issue of liability pre

dominated over t

he individual issues ra

ised by Exxon’ s affirmative defenses, which pertai ned primarily to the issue of damages rather than liabi lity. In similar situa

tions, numerous courts have recogniz ed that the presence

of individualized damages issues does not prevent a finding that the common issues in the case predominate. See In re Visa Chec k/MasterMoney A ntitrust Litig ., 280 F.3d 124, 139 (2d Cir

. 2001) (“Com

mon issues m

ay predomi

nate when liability can be determined on a class-wide basis, even when there are some individualized damage issues”), cert. denied sub nom. Visa U.S.A. Inc. v. Wal-Mart Stores, Inc. , 536 U.S. 917 (2002) ; Bertulli v. Indep . Ass’n of Cont’l P

ilots , 242 F.3d 290, 298 (5th Cir. 2001) (“Although calculating damages will require some individualized25

determinations , it appears that vi rtually every

issue prior to dam

ages is a comm

on issue”); Tayloe , 67 F.R.D. at 450 (“[I]n the event of a finding of liability, damages might have to be established on an individual basis. This fact alone, however, does not preclude cla

ss action treatm

ent.”). We a

gree. Based upon th

e facts of this case, we believe that Exxon’s liability to the class for breach of the dealer agreements pr

edominated over

the individual issues r

elating to dama

ges. Thus, the district court di

d not abuse its discret

ion in certifyin

g the class. B. Extrinsic Evidence Exxon argues that the

district court im

permissibly

allowed the jury

to consider extrinsic e

vidence in determ

ining whether Exxon b

reached its obligati

ons under the dealer agreements

. “What a cont

ract provision m

eans, or whether

it is ambiguous, are questions of law, which we review de novo .” Reynolds v. Robe rts , 202 F.3d 1303, 1313 (11th Cir. 2000). Generally, “parol evidence is admissible t o prove the elem

ents of an agreeme

nt [only] whe

re a writing is am

biguous on its face or f

ails to contain the elements of a complete contract.” Indus., Invs. & Agencies (Bah.) Ltd. v. Panelfab Int’l Corp. , 529 F.2d 1203, 1211 (5th Cir. 1976). Under the Uniform Commerc ial Code (UCC),

however, extrins

ic evidence of the pa

rties’ “cou

rse of dealing or usage of tr

ade” or “cour

se of perform

ance” may

be used to explain or26

supplement the w

riting. U.C.C . § 2-202(a). Th e UCC therefore

rejects the common law rule that parol evidence is admissible only wher e the terms of a contract are ambiguous. See id . § 2-202, cmt. n.1(c); see also Columbia Nitrogen Corp. v. Royste

r Co. , 451 F.2d 3, 8 (4th Cir. 1971) (recognizing that the UCC changed the com

mon law rule “

that extrinsic evide

nce may not

be received to explain or supplem

ent a written contr

act unless the court finds the writing is ambiguous”). In this case, the di strict court deter mined that beca

use Exxon was accu

sed of breaching its contra

ctual duty of good f

aith in setting its whol

esale prices, evidence pertaining to “Exxon’s adoption and implementation of the DFC program, the unilateral am endment of its de

alers’ credit card agreeme nts, its official public expl

anation of its perfor

mance obligatio

n and its claime

d history of meeting its per

formance oblig

ations to its dealers” was relevant ev idence of the manner in which Exxon set its prices during the period in which the DFC program was in effect. Allapattah Servs., Inc. v. Exxon Corp. , 61 F. Supp. 2d 1300, 1306 (S.D. Fla. 1999). The court thus believed that such evidence would assist the jury in determini ng whether Exxon brea ched its d uty under th e dealer agr eements. We agree and conclude that the district court correctly determined that the dealers could use extrinsic e

vidence to explain the

nature of Exxon’ s good faith obligation16 Exxon also argues th at the district cou

rt erred in submitt

ing whether this

case constituted a normal case under the UCC to the jury. With respect to open-price terms, section 2- 305(2) of the UCC provides that “[a] price to be fixed by the seller or by the buyer means a price for him to fix in good faith.” U.C.C. § 2-305(2). The official comment to section 2-305(2) provides that “[g

]ood faith includes

observance of r

easonable comme

rcial standards

of fair dealing . . . . But in the normal case, a posted price or a . . . price in effect . . . satisfies the g ood faith requirement.” Id. § 2-305, cmt. n.3 (internal quotation marks omitted). Exxon argues that because the dealers were charged Exxon’s price in effect at the time of fue l deliveries, it satisfied the good faith requirement. The dealers alleged, however, that this case wa s not a normal case, because Exxon was attempting to drive some of the dealers out of business, and, therefore, Exxon did not satisfy the good faith requirement. We agree with the district court that whether this case constituted a normal case was a factual issue necessary to determine whether Exxon acted in good faith. It therefore was a question for the jury

. Exxon further argues that even if this were a question for the jury, the district court err ed in giving the jury an instruction defining the term “normal” in ac cordance with the dictionary definition. Exxon, howe

ver, acknowled

ges that the UCC do

es not define wha

t constitutes a “normal” case, and Exxon does not suggest any alternative definition that would have be en more suitable. We previously noted that “to determine the common usage or ordinary meaning of a term, courts often turn to dictionary definitions for guidance.” CBS Inc. v. PrimeTime 24 Joint Venture , 245 F.3d 1217, 1223 (11th Cir. 2001). We therefore do not believe that the district court erred in defining the word “normal” by providing the jury with the dictionary definition of the term “normal.”

17 After reviewing the relevant law in each jurisdiction, the court determined that fraudulent concealment was not a defense to the statutes of limitations in Ohio and Florida. After the trial, however, the court noted that a recent Florida Supreme Court decision chang ed the law in Florida pertaining to the delayed discovery doctrine. Based upon that change in the law, the court concluded that the Florida dealers’ claims were not barred by the statute of limitations. 27 to the dealers. 16 C. Statutes of L imitations Exxon contends that the

district court err

ed when it found that,

with the exception of the Ohi

o dealers, none of t

he dealers’ cla

ims were bar

red by the applicable statutes

of limitations. 17 Exxon posits that most jurisdictions required that a breach of contract action be brought within four years of the breach and that28

most of the deal

ers’ claim s occurring prior to May of 1987 wer e barred, becaus e the dealers did not file suit until May of 1991. The dealers, however, allege that the statutes of lim

itations were tolle

d, because Exxon f

raudulently concealed its breach. The district court

determined tha

t whether Exxon fr

audulently conce

aled its breach was a quest

ion of fact for the jury. Aft er the jury r

eturned its verdict,

in which it found that E

xxon fraudulently

concealed its brea

ch, Exxon filed a m

otion for a judgment as a matter of law or, in the alter native, a motion for a new trial based in part upon its contention that the deal ers did not prove the e

lements of fraudulent concealment. The court, however, found that the dealers presented “clear and co

nvincing” evidence th

at Exxon fraudulent

ly concealed it

s breach and denied the motion

. “A district court’s denial of a motion for judg

ment as a m

atter of law is reviewed by th

is court de novo .” Brough v. Imperial Sterling Ltd. , 297 F.3d 1172, 1176 (11th Cir. 2002).The motion should be granted “onl

y if there wa

s no legally sufficient basis for a reasonable jury to find in favor of the nonmoving party.” Id. at 1176–77 (inte rnal quotation marks o mitted). After a careful review of the record, we believe that the evidence presented at trial was suff

icient to support the j ury’s finding t hat Exxon fraudulent

ly29

concealed its breach of the dealer agreements. The dealers presented evidence that each year, at annual meetings between Exxon executives and dealer representatives,

the executives told th

e dealers that the D

FC offset still wa

s being provided even though the executives knew oth

erwise. Although

these stateme

nts were not made to each individual dealer, they were m ade to the dealer representatives who in turn were asked to report to their constituent dealers what was discussed at the

meetings. E

xxon argues that the de

alers presented no evidence at trial t

hat the representa

tives actually d

id report back to thei

r constituent dealers, but two Exxon executives testified that the minutes of each annual meeting were sent to each dealer representative with the intention that they then be mailed to each individual dealer. This evidence was sufficient for the jury to find that the Exxon executives’ statements regarding the DFC program were disseminated am

ong the dealers and th

at the dealers rel

ied upon those representations. Because we find that there was a legally sufficient basis for finding that Exxon fraudulently

concealed its brea

ch, thereby tolling the statutes of l imitations, we conclude that Exxon was not entitled to a judgment as a matter of law or a new18 Additionally, Exxon argues that the district court erred by failing to enforce written releases signed by approximately 5193 of the dealers at the end of their respective terms as Exxon dealers. The releases purported to release both parties from any and a ll causes of action arising out of or

in connection with

the dealer ag

reements. The dis

trict court deter

mined that, like the dealer a

greements, the

releases were

governed by

the UCC and theref

ore were subjec

t to the same duty

of good faith as

the dealer ag

reements. It

thus concluded tha

t the releases wo

uld be voidable if the

jury found th

at Exxon breached its

duty of goo

d faith and fraud

ulently concealed its breach. It is well settled that a party’s fraud can re nder a release voidable. See, e.g. , Kobatake v. E.I. DuPont De Nemours & Co. , 162 F.3d 619, 625 (11th Cir. 1998) (per curiam) (applying Georgia law); Ingram Corp. v. J. Ray McDermott & Co. , 698 F.2d 1295, 1314–15 (5th Cir. 1983) (recognizing that fraudulent inducement or concealment can void a release) . Because we believe that the jury’s finding that Exxon fraudulently concealed its brea ch was supported by substantial evidence, we conclude that the releases signed by the dealers were voidable, with the exception of the Category-four releases signe d by certain Delaware dealers, which the district cour t determined were enforceable. 30 trial upon that basis. 18 D. Expert Tes timony Exxon argues that the district court erred in admitting the testimony of Dr. Raymond Fishe, the dealers’ expert witness, because he had no specialized knowledge of pricing systems in the petroleum industry and his methodology w as flawed. “We review a trial court’s evidentiary rulings on the admission of expert witness testimony for abuse of discretion.” Toole v. Baxter H ealthcare Corp. , 235 F.3d 1307, 1312 (11th C

ir. 2000). The di strict court conducted an extensive sixday hearing purs

uant to Daubert v. Merrell Dow Pharmaceuticals, Inc. , 509 U.S. 579 (1993). After

the hearing, at w

hich the court heard

testimony f

rom both31

parties’ expert

witnesses, it ente

red a lengthy or

der determini

ng that (1) both parties’ expert

witnesses were q

ualified to testify

; (2) the method

ologies of both experts were suf

ficiently reli

able; and (3) the ex

perts would assist the

jury in understanding the issues at trial. Based upon these determinations, the court concluded that each expert met the requirements of Daubert and Federal Rule o f Evidence 702. Given the d istrict co urt’s exhau stive effo rt in deter mining that Dr. Fishe’s methodology w

as reliable, we

do not believe that it a

bused its discretion in allowing him to t

estify at tria

l where Exxon wa

s able to cross-exam

ine him fully and refute his testi mony through the use of its own expert witness. CONCLUSION Thus, we join w

ith the Fifth, Seve

nth, Ninth, and Fou

rth Circuits in rulin

g that § 1367 authorizes t

he exercise of suppl

emental jur

isdiction in a diversit

y class action over claim

s that do not meet

the minimum

amount in controv

ersy requirement,

overruling the Supre

me Court’s h

olding in Zahn . It therefore was appropriate for the

district court to exe

rcise jurisdicti

on over the claim

s of those class mem

bers whose claim

s did not meet the

$50,000 minim

um amount in controversy re

quirement. W

e further find that

the district court di

d not err in denying the deale

rs’ motion fo

r entry of an a

ggregate final ju

dgment and devisin

g32

an appropriate procedure for the adm inistration of each dealer’s claim . With respect to each of

the remaining i ssues raised by t he parties, we f

ind no reversible error. Accordingly, we AFFIRM.