United States Court of Appeals

For the First Circuit

Nos. 17-1570 & 17-1571

CASCO, INC.,

Plaintiff, Appellee/Cross-Appellant,

v.

JOHN DEERE CONSTRUCTION & FORESTRY COMPANY,

Defendant, Appellant/Cross-Appellee.

APPEALS FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

[Hon. Pedro A. Delgado-Hernández, U.S. District Judge]

Before

Howard, Chief Judge,

Thompson and Kayatta, Circuit Judges.

Eduardo A. Zayas-Marxuach, with whom Henry O. FreeseSouffront, Carmen M. Alfonso Rodríguez, and McConnell Valdéz LLC

were on brief, for appellant/cross-appellee.

Ricardo F. Casellas Sánchez, with whom Heriberto J. Burgos 

Pérez, Carla S. Loubriel Carrión and Casellas Alcover & Burgos, 

PSC were on brief, for appellee/cross-appellant.

March 2, 2021
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HOWARD, Chief Judge. For years, Casco, Inc. ("Casco") 

and John Deere Construction & Forestry Company ("Deere") were 

parties to a dealership agreement. When Deere terminated the 

agreement in 2013, Casco sued Deere for unjust impairment and 

unjust termination under Puerto Rico's Dealer Protection Act, P.R. 

Laws Ann. tit. 10, § 278 ("Law 75"), as well as for dolus1 (deceit)

under Article 1902 of the Puerto Rico Civil Code, P.R. Laws Ann. 

tit. 31, § 3408. Deere cross-claimed to recover amounts owed to 

it by Casco. After Casco presented its case to the jury, the 

district court dismissed the dolus claim and granted judgment on 

Deere's counterclaim. Following trial, the jury awarded relief to 

Casco on both Law 75 claims. 

Deere appeals the district court's denial of its postjudgment motions for judgment as a matter of law on the Law 75 

unjust termination claim and for a new trial for both Law 75 

claims. Deere also appeals the district court's failure to remit 

the damages award or order a new trial on damages. Meanwhile, 

Casco cross-appeals the district court's mid-trial dismissal of 

1 The parties, as well as courts, sometimes use the term 

"dolo" to identify the same cause of action. See Feliciano-Muñoz

v. Rebarber-Ocasio, 970 F.3d 53, 62 (1st Cir. 2020) (using "dolo"), 

Citibank Glob. Markets, Inc. v. Rodríguez Santana, 573 F.3d 17, 29 

(1st Cir. 2009) (using "dolus" and "dolo" interchangeably).
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Casco's dolus claim, refusal to certify questions of law to the 

Supreme Court of Puerto Rico, and grant of judgment on Deere's

counterclaim.

We affirm each of the challenged rulings. Based on the 

evidence, the jury's findings of liability and damages against 

Deere were not unreasonable. The district court properly dismissed 

Casco's dolus claim because it was necessarily tied to showing 

constructive termination under Law 75, which Casco could not do as 

a matter of law. The court did not abuse its discretion by 

declining to certify questions to the Supreme Court of Puerto Rico. 

And the court correctly granted relief on Deere's counterclaim. 

I. FACTUAL HISTORY

In 1986, Casco and Deere entered into a contract ("the 

Agreement") under which Casco would resell Deere construction 

equipment and parts to customers in Puerto Rico. Article 3 of the 

Agreement listed "Dealer Essential Obligations," some of which 

included stocking adequate parts and machines in inventory;

maintaining adequate service facilities and qualified, trained

personnel; and actively promoting sales in the territory. Article 

10 of the Agreement, titled "Default by Dealer," provided that:

[I]f the Dealer fails, for any reason 

whatsoever, to pay any indebtedness which it 

owes [Deere] when the same becomes due, or 

. . . the Dealer fails to perform its 

essential obligations, duties, and 
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responsibilities under any of the provisions 

of Article 3 or any other provision of this 

agreement . . . [Deere] may thereupon . . . 

[t]erminate this Agreement[.] 

Eventually the parties' relationship began to sour. In 

2009 Casco filed suit against Deere under Law 75 relating to 

Deere's modification of payment terms. The parties settled that 

claim and filed a joint motion to dismiss without prejudice. Of 

relevance here, the settlement agreement required the parties "to 

mutually assist and cooperate with each other in the sale and 

distribution of the John Deere products." 

Three years later, the parties again came to blows. In 

September 2012, Casco fell behind on its payments to Deere. 

Although Casco continued to make partial payments, it carried an 

outstanding balance. By December, Casco was current on its 

payments. On December 18, 2012, Deere cancelled a purchase order 

from Casco for an excavator that Casco had sold to a construction 

company in Puerto Rico. As justification, Deere cited Casco's 

failure to complete all of Deere's New Model Qualification ("NMQ") 

trainings that Deere required for dealers servicing the iT 4 diesel

engine, a component of the excavator. 

In early 2013, Casco again fell behind on its payments. 

Deere continued to accept partial payments, but by the end of 

March, Casco owed Deere approximately $150,000. On March 29, 2013, 

Deere invoked Article 10 and terminated the Agreement, effective 
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immediately, and cited Casco's past-due payments and various 

violations of Article 3 as the reasons for termination. 

II. PROCEDURAL HISTORY

In April 2013, Casco filed its complaint against Deere, 

asserting damages for unjust impairment of the Agreement under Law 

75 for the December 2012 order cancellation (Count 1), unjust 

termination of the Agreement under Law 75 (Count 2), and dolus for 

Deere's alleged fraudulent inducement and performance under the 

settlement agreement (Count 4).2 Deere filed a counterclaim to 

recover additional outstanding balances owed by Casco that had 

come due upon termination. 

A jury trial was held in March 2016. After Casco 

presented its case, Deere moved to dismiss all counts and sought

judgment on its counterclaim. The district court dismissed the 

dolus count and granted judgment on the counterclaim, and the trial 

proceeded on the Law 75 claims. The jury found in favor of Casco 

on both claims, awarding $323,440 in impairment damages and 

$1,440,494 in termination damages. 

In a post-trial motion, Casco requested reinstatement of 

the dolus claim, or alternatively, certification of questions of 

law to the Supreme Court of Puerto Rico pertaining to the court's 

2 Casco did not cross-appeal the district court's dismissal 

of Count 3 (breach of the covenant of good faith and fair dealing). 
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dismissal of that claim. Casco also renewed a previously filed

Rule 50 motion to dismiss Deere's counterclaim. For its part, 

Deere renewed its Rule 50 challenge to the termination count, moved 

for a new trial as to both Law 75 counts or alternatively for

remittitur of the damages against it, and sought an amended 

judgment as to the counterclaim amount. 

The court denied Casco's requests but partially granted 

Deere's, remitting the Law 75 impairment damages to $58,000 (the 

amount of potential profit on the canceled December 2012 order) 

and modestly increasing the counterclaim award from $216,919.92 to 

$219,913. An amended judgment issued, and this appeal and crossappeal followed. 

III. DISCUSSION

A. Standard of Review

The parties challenge the district court's decisions on 

their various Rule 50 and Rule 59 motions and on remittitur and 

certification. We review de novo the district court's decisions 

on the Rule 50 motions for judgment as a matter of law, viewing 

the evidence in the light most favorable to the nonmoving party. 

Walsh v. Zurich Am. Ins. Co., 853 F.3d 1, 8 (1st Cir. 2017). Where 

there is a verdict, we reverse "only if reasonable persons could 

not have reached the conclusion that the jury embraced." Sindi v. 
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El-Moslimany, 896 F.3d 1, 13 (1st Cir. 2018) (quoting Sanchez v. 

P.R. Oil Co., 37 F.3d 712, 716 (1st Cir. 1994)). 

We review for abuse of discretion the district court's 

denials of the Rule 59 motions for a new trial. Sindi, 896 F.3d 

at 13. A trial court may "order a new trial only if the verdict 

is against the demonstrable weight of the credible evidence or 

results in a blatant miscarriage of justice." Id. ("citing

Sanchez, 37 F.3d at 717)." We review the evidence in the light 

most favorable to the verdict winner, Casco. Newell P.R., Ltd. v. 

Rubbermaid Inc., 20 F.3d 15, 18 (1st Cir. 1994). We also review 

for abuse of discretion the district court's certification and 

remittitur rulings. U.S. Steel v. M. DeMatteo Constr. Co., 315 

F.3d 43, 53 (1st Cir. 2002); Sindi, 896 F.3d at 13. 

The parties raise four substantive issues on appeal: 

Deere's liability under Law 75, the legal viability of Casco's 

dolus claim, Casco's liability for the counterclaim, and damages. 

We discuss each in turn. 

B. The Law 75 claims

Law 75 was enacted in 1964 to protect Puerto Rican

dealers "from the harm caused when a supplier arbitrarily 

terminates a distributorship once the dealer has created a 

favorable market for the supplier's products." R.W. Int'l Corp.

v. Welch Food, Inc., 13 F.3d 478, 482 (1st Cir. 1994). The statute 
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prevents principals from unilaterally terminating dealership 

agreements "except for just cause." P.R. Laws Ann. tit. 10, § 278a; 

see also Irvine v. Murad Skin Rsch. Lab'ys., Inc., 194 F.3d 313, 

317 (1st Cir. 1999). A principal who terminates without just cause 

is subject to damages under Law 75 "[n]otwithstanding the existence 

in a dealer's contract of a clause reserving to the parties the 

unilateral right to terminate." § 278a. 

The statute was amended in 1966 to also prohibit 

principals from "perform[ing] any act detrimental to the 

established relationship" without just cause. § 278a; see United 

Med. Equip. Corp. v. S. Blickman, Inc., 260 F. Supp. 912, 914 

(D.P.R. 1966). Unjust impairment of a dealer relationship also 

subjects the principal to damages. § 278b; see Irvine, 194 F.3d 

at 318.

Law 75 defines "just cause," in relevant part, as

"[n]onperformance of any of the essential obligations of the 

dealer's contract, on the part of the dealer[.]" § 278(d). 

Whether just cause existed and whether "essential obligations"

were breached are questions of fact. R.W. Int'l Corp. v. Welch 

Foods, Inc., 88 F.3d 49, 51 (1st Cir. 1996). 

i.Impairment

Deere appeals the denial of its motion for a new trial 

on the Law 75 impairment claim. Law 75 establishes a rebuttable 
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presumption of impairment whenever a principal unjustifiably fails 

to fill an order. § 278a-1(b)(3), Irvine, 194 F.3d at 318. At 

the same time, Law 75 only protects against impairments of "those 

rights acquired under the [dealership] agreement." Medina & Medina 

Inc. v. Hormel Foods Corp., 840 F.3d 26, 41 (1st Cir. 2016) 

(quoting Irvine, 194 F.3d at 318). 

The jury found that Deere's cancellation of the 

excavator order in December 2012 was both unjustified and in 

violation of Casco's rights under the Agreement. Deere argues 

that a new trial is warranted because the evidence presented at 

trial showed that the cancellation did not impair any of Casco's 

contractual rights and was justified in any event. Although Deere 

phrases these as two distinct contentions, it provides one argument 

in support of both: Casco's right to purchase the excavator was 

conditioned on its compliance with the New Model Qualification 

requirements. Casco did not so comply, and so Deere justifiably 

refused to fill the order. 

In other words, Deere asserts that the evidence showed 

that it had just cause to cancel the order. The existence of just 

cause is a question of fact for the jury. Welch Foods, 88 F.3d at 

51. While the jury did have evidence before it of the NMQ 

requirements and Casco's non-compliance therewith, it also had 

evidence before it that undermined Deere's claim that the 
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cancellation was justified. There was testimony that Deere had 

failed to rectify a technical problem restricting Casco's access

to Deere's online training platform in late 2012, that Deere was 

repeatedly notified of the problem, and that Deere knew that the 

access problems prevented Casco's compliance with the NMQ 

requirements. 

Additionally, evidence was presented that in cancelling 

the order, Deere deviated from its internal policy allowing

distributors a 90-day grace period to complete the NMQ requirements 

after the purchase of a new machine. Deere justified this 

deviation by pointing to Casco's previous failure to meet the NMQ 

requirements within the grace period. But this explanation is 

undermined by the fact that two months later Deere sought Casco's 

involvement in the sale of a machine to Monsanto (a U.S.-based 

client who sought to use the machine in Puerto Rico) 

notwithstanding Casco's continued non-compliance with the NMQ 

requirements and their applicability to the machine sold to 

Monsanto.

In sum, there was evidence both that Casco's right to 

have Deere fill the excavator order was not in fact rigidly 

conditioned on strict NMQ compliance and that Casco's failure to 

comply with the NMQ requirements was partly attributable to Deere's 

own failure to remedy Casco's access problem. Construing this 
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evidence in the light most favorable to Casco, see Newell, 20 F.3d

at 18, the jury's finding of impairment is neither contrary to 

"the demonstrable weight of the credible evidence" nor a blatant 

miscarriage of justice," Sindi, 896 F.3d at 13. Thus, the district 

court committed no abuse of discretion in denying Deere's motion 

for a new trial as to impairment. 

ii. Termination

Deere claims that the district court erred in denying 

its post-judgment motion for judgment as a matter of law or in the 

alternative for a new trial on the issue of unjust termination. 

Since it is undisputed that in March 2013 Deere terminated the 

Agreement with Casco, Deere's argument again comes down to its 

claim that it acted with just cause. 

To convince us that the jury's finding to the contrary 

is unsustainable, Deere principally cites Casco's failure to pay 

for goods on time and its express right under Article 10 to 

unilaterally terminate upon Casco's failure to timely pay. Casco

admits it had a past-due balance of nearly $150,000 at the time of 

termination. 

Paying for goods on time is normally an essential 

obligation of a dealer, the non-performance of which may constitute 

just cause for termination under Law 75. PPM Chem. Corp. of P.R.

v. Saskatoon Chem. Ltd., 931 F.2d 138, 139 (1st Cir. 1991); see
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also Biomedical Instrument & Equip. Corp. v. Cordis Corp., 797 

F.2d 16, 17 (1st Cir. 1986) ("consistent failure to pay on time 

likely violates an 'essential obligation'"). Appealing to this 

common-sense observation, Deere would have us take from the jury 

the chance to look deeper at the parties' actual relationship. As 

then-Judge Breyer noted in Biomedical, "the matter is not so 

simple." 797 F.2d at 17. Whether timely payment is an essential 

obligation in any particular case remains a triable question of 

fact, Welch Foods, 88 F.3d at 51, as evidence of "special 

circumstances" may support a finding that a termination decision 

was not in fact justified by untimely payment, Biomedical 797 F.2d 

at 17; see also Saskatoon, 931 F.2d at 140 (timely payment is 

deemed non-essential in those "abnormal circumstance[s] in which 

a supplier does not care about late payments"). 

Here, the jury was presented with evidence of such 

"special circumstances." Casco pointed out that Article 3 of the 

agreement expressly lists its "Essential Obligations" and does not

include timely payment. Additionally, Casco presented evidence

tending to show that Deere's "decision to terminate had little to 

do with overdue balances." Biomedical, 797 F.2d at 17 (Breyer, 

J.) (pointing to evidence that supplier mainly decided to terminate 

for reason other than dealer's untimely payment as contributing to 

factual dispute over whether the untimely payment constituted just 
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cause for termination); see also Waterproofing Sys., Inc. v. HydroStop, Inc., 440 F.3d 24, 30 (1st Cir. 2006)(affirming magistrate 

judge's finding that termination was unjustified based in part 

upon dealer's strong showing that principal's stated reason of 

untimely payment was pretextual). Casco argued at trial that Deere 

had instead terminated the Agreement because of bitterness over 

Casco's relationship with Volvo, a Deere competitor. In support 

of this theory, Casco presented evidence that Deere wanted to 

change the Agreement in 2002 to prohibit competition, but Casco 

refused; that Deere's executives threatened to withdraw support if 

Casco had any business with Volvo; that Deere refused to provide 

competitive financing for Casco's rental operation and was upset 

when Casco looked elsewhere for financing; that Deere revoked 

certain funding because of Casco's association with Volvo; and 

that in 2009, Deere began excluding Casco -- and only Casco --

from its important regional and annual dealer conferences. 

In the end, the jury faced conflicting evidence about 

whether Casco's failure to make timely payments breached an 

essential obligation of the Agreement, thereby giving Deere just 

cause to terminate. While Article 10 stated that Casco's failure 

to timely pay constituted "just cause" for termination,3 Article 

3 Of course, the mere fact that the terms of a contract reserve 

to the supplier the right to terminate unilaterally if the dealer 
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3 excluded timely payment from the list of Casco's "Essential 

Obligations." While Deere presented evidence that it was not 

indifferent to Casco's untimely payment, Casco presented evidence 

that Deere's true concern was retaliation for Casco's relationship 

with Deere's competitor. And the jury was properly instructed 

that timely payment is normally one of a dealer's essential 

obligations but may not be in "abnormal circumstances." See

Saskatoon, 931 F.2d at 139-40. Its conclusion that this was such 

a circumstance was not unreasonable.

In addition to identifying Casco's untimely payment as

just cause for termination, Deere secondarily points to Casco's 

alleged breach of four of its Article 3 obligations. Deere argues 

that Casco breached its "Essential Obligations" (1) to comply with

Deere's recommended parts and service management programs by 

failing to comply with the NMQ requirements; (2) to stock and 

fails to satisfy a certain obligation does not, without more, make 

failure to satisfy that obligation "just cause" to terminate within 

the meaning of Law 75. By the plain text of the statute, Law 75's 

just-cause requirement cannot be contractually renounced. §278a. 

Were it otherwise, the statute would be a nullity, as powerful 

suppliers could insert in their dealership agreements provisions 

reserving to themselves the unilateral right to terminate upon 

substantively non-essential grounds. This would defeat the 

statute's clear design. See Medina & Medina v. Country Pride 

Foods, Ltd., 858 F.2d 817, 820 (1st Cir. 1988) (reproducing Supreme 

Court of Puerto Rico's answer to certified question arising under

Law 75, explaining the statute's history and purpose). Deere 

correctly acknowledges that Law 75 does not put "form over 

substance." 
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maintain an adequate inventory of machines; (3) to maintain 

adequate facilities along with qualified personnel so as to provide 

market penetration, coverage, and service in a manner consistent 

with Deere's reputation by, again, failing to comply with the NMQ 

requirements; and (4) to take appropriate corrective action to 

remedy these deficiencies. The jury was reasonably unconvinced. 

Deere repeatedly points to Casco's non-compliance with 

the NMQ requirements as evidence of these alleged breaches. 

However, as discussed above in the impairment analysis, Casco 

presented evidence that this non-compliance was attributable to 

Deere's own failings. As to inventory, market penetration, and 

service, Casco was not required to have a specific number of 

machines in stock, achieve a certain market share, or submit a

marketing or business plan. 

Meanwhile, Casco presented evidence that it promoted 

Deere products, made regular sales visits, participated in 

government bids for Deere, and attended trade shows. Moreover, 

there was not a single customer complaint about Casco's services 

prior to Deere's termination of the Agreement.

Considering all the evidence before it in the light most 

favorable to Casco, Walsh, 853 F.3d at 8 (Rule 50 motion), 

Newell, 20 F.3d at 18 (Rule 59 motion), the jury's finding that 

Deere's termination lacked just cause was not outside the realm of 
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conclusions a reasonable jury could reach nor did it result in a 

"blatant miscarriage of justice," Sindi, 896 F.3d at 13. The 

district court was correct to deny both of Deere's post-judgment 

motions on the termination count. 

C. Dolus

Casco's cross-appeal challenges the district court's 

Rule 50(a) dismissal of Casco's dolus claim. We review de novo. 

Walsh, 853 F.3d at 8. Under the Puerto Rico Civil Code, dolus

bars a contracting party from inducing another party through "words 

or insidious machinations" to "execute a contract which without

them he would not have made." P.R. Laws Ann. tit. 31 § 3408. 

Dolus entails bad faith in the formation or performance of a

contract. Oriental Fin. Grp., Inc. v. Fed. Ins. Co., 598 F. Supp. 

2d 199, 219-221 (D.P.R. 2008). 

In its complaint, Casco alleged that Deere acted with 

dolus by inducing it to enter into the 2009 settlement agreement

despite never intending to "assist and cooperate with" Casco in 

the distribution of Deere products, as promised under that 

agreement. Casco argues that, but for this dolus, Casco would 

have litigated a Law 75 constructive termination claim in 2009 

rather than waiting until the actual termination in 2013, which 

would have yielded a much higher damages calculation because Law 

75 guidelines base termination damages off of the dealer's profits 
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for the five years preceding the termination, §278b(d), and the 

five years preceding 2009 were significantly more profitable than 

those preceding 2013 due to market conditions. Alternatively, 

Casco now also argues that, regardless of whether its 2009 lawsuit 

could have succeeded, evidence of its profits in the five years 

preceding 2009 should have been admitted as a baseline for 

calculating damages for the 2013 termination claim because of 

Deere's alleged dolus.

In granting Deere's Rule 50 motion on the dolus claim, 

the court observed that the claim was premised on the possibility 

that Casco could have been awarded five years of lost profits had 

it pursued its 2009 constructive termination claim. But the 

district court found that this could not have occurred as a matter 

of law because constructive termination is not a valid theory under

Law 75. 

To reach this conclusion, the court analyzed the 

statute's legislative history and case law interpreting the 

statute, and determined that Law 75 recognizes impairment and 

termination as two distinct causes of action. The court explained 

that as originally enacted in 1964, Law 75 did not reach impairment 

of contracts that fell short of total abrogation. See United Med.

Equip. Corp. v. S. Blickman, Inc., 260 F. Supp 912, 914 (D.P.R. 

1966). A 1966 amendment expanded the statute's prohibition to 
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encompass unjust impairment. See Law No. 105 of June 23, 1966, 

1966, P.R. Laws (2nd Reg. Sess., 5th Legislature) at p. 332. Thus, 

the legislature added a new cause of action under Law 75 to provide 

a remedy where a dealership relationship has been impaired by a 

supplier without just cause but the relationship nonetheless 

continues. 

The distinction carries a difference because five-year 

profit damages, which Casco seeks, are not usually available in 

impairment actions. See Matosantos Com. Corp. v. SCA Tissue N. 

Am., LLC, 369 F. Supp. 2d 191, 197 (D.P.R. 2005) ("In an impairment 

case . . . the dealer should only be awarded the profits actually 

lost."). This is so because "evidence of damages is an essential 

element of a Law 75 violation as to which plaintiff bears the 

burden of proof." Irvine, 194 F.3d at 313 (citing opinion of 

Supreme Court of Puerto Rico in Marina Indus., Inc. v. Brown Boveri 

Corp., 14 P.R. Offic. Trans. 86, 118 (1983)." A dealer who has 

suffered impairment short of actual termination will be unlikely 

to prove that its damages amount to five years of lost profits. 

Disagreeing with the district court's analysis, Casco 

argues that Eliane Exportadora, Ltda. v. Maderas Alfa, Inc.

supports the availability of a constructive termination theory 

under Law 75. No. KAC1998-1327(506), 2007 WL 2585173 (P.R. Cir.

June 20, 2007) (certified English translation at Docket No. 278-
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1).. In the alternative, Casco argues that whether constructive 

termination is a viable theory under Law 75 is unsettled, and the 

district court erred in refusing to certify the issue to the 

Supreme Court of Puerto Rico for clarification.

The district court's conclusion that Law 75 does not 

recognize constructive termination was correct. Although Maderas 

Alfa does use the term "de facto termination," 2007 WL 2585173 at 

*13, the district court noted that the supplier in Maderas Alfa

had ceased dealing with the distributor altogether for five months 

prior to the suit, id. at *2. Thus, the case really involved an 

actual termination without a termination letter. In short, Law 75 

recognizes actual termination, or alternatively, impairment. The 

statute does not recognize constructive termination. 

It follows that certification to the Supreme Court of 

Puerto Rico for guidance was unnecessary. A federal court sitting 

in diversity may certify an open question of Puerto Rico law to 

the territory's highest court, or it may "undertake its prediction 

when the course [the Puerto Rico] courts would take is reasonably 

clear." VanHaaren v. State Farm Mut. Auto. Ins. Co., 989 F.2d 1, 

3 (1st Cir. 1993) (internal quotes and citations omitted). Here, 

existing authority makes the district court's conclusion on 

constructive termination reasonably clear. Thus, the district 

court did not abuse its discretion by refusing to certify. 
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Nor did the court err by granting Deere's motion to 

dismiss the dolus claim. Even if but for Deere's alleged dolus

Casco would have pursued its 2009 claim, that claim could not, as 

a matter of law, have resulted in the lost future profits Casco 

claims it lost due to dolus. There was no actual termination in 

2009 and constructive termination, as analyzed above, is 

unavailable under Law 75. Count 4 was properly dismissed. 

Finally, Casco's argument that evidence of its profits 

in the five years preceding 2009 should have been admitted to

calculate damages for Deere's unjust termination in 2013 also lacks 

merit. Casco argues that Deere acted with dolus by waiting until 

2013 to wrongfully terminate despite first hatching the plan to do 

so in 2009. Under Casco's theory, Deere decided to unjustly 

terminate in 2009 but craftily delayed "precisely to reduce its 

exposure for an eventual termination." This is pure speculation 

unsupported by any citation to the record, and Casco failed to 

allege this theory in its complaint. Besides the dearth of 

evidence and likely waiver, it is odd for Casco to claim that Deere 

wronged it by not unjustly terminating sooner. Thus, evidence of 

Casco's profits for the five years preceding 2009 was properly 

excluded. 
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D. Deere's Counterclaim

Casco also seeks to vacate the district court's grant of 

judgment as a matter of law on Deere's counterclaim and the denial 

of Casco's post-judgment motion to dismiss that claim. We review 

de novo. Walsh, 853 F.3d at 8. 

The court ordered Casco to pay Deere its outstanding 

balance of $219,913, which Casco admits was incurred prior to and 

came due at termination. Casco claims that under Article 1077 of 

the Puerto Rico Civil Code, because Deere breached the Agreement, 

its obligations to pay Deere should be rescinded. See P.R. Laws 

Ann. tit. 31 § 3052. Casco is incorrect. 

Article 1077 permits a party to rescind its half of a 

mutual obligation if the other party fails to comply with its 

reciprocal obligation. See id.; cf. Martinez v. Colon Franco, RE86-6, 1989 WL 608549 (P.R. Dec. 19, 1989) (Off. Trans.) (explaining 

same principle embodied in different part of civil code). Here, 

the money owed by Casco was for supplies rendered to Casco prior 

to termination. Payment for these supplies was not conditioned on 

the continuing force of the Agreement, but only on Deere's 

providing them to Casco, which it did. Therefore, Casco owed Deere 

money regardless of termination and the district court correctly 

granted judgment as a matter of law on the counterclaim.
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E. Damages

Finally, Deere seeks a remittitur on termination 

damages, or alternatively, a new trial as to damages. We review 

for abuse of discretion the district court's denials of these 

motions. Sindi, 896 F.3d at 13. A court may remit a jury's damage 

award only if it "exceeds any rational appraisal or estimate of 

the damages that could be based upon the evidence before it." 

Trainor v. HEI Hosp., LLC, 699 F.3d 19, 29 (1st Cir. 2012) (quoting 

Wortley v. Camplin, 333 F.3d 284, 297 (1st Cir. 2003)). 

The jury awarded termination damages of $522,011 for 

lost profits and $918,483 for loss of goodwill, the amounts 

calculated by Casco's expert. Deere contends that the expert made 

methodological errors in arriving at those numbers and so the award 

should be correspondingly remitted or vacated. But Deere never 

asked the trial court to exclude the testimony of Casco's expert 

for either a lack of qualifications or use of an invalid 

methodology, instead relying on cross-examination to show that the

expert was incorrect. The jury was unconvinced. See Newell, 20 

F.3d at 21("When the factual underpinning of a[] [properly 

admitted] expert opinion is weak, it is a matter affecting the 

weight and credibility of the testimony -- a question to be 

resolved by the jury") (quoting Int'l Adhesive Coating Co., Inc.

v. Bolton Emerson Int'l, Inc., 851 F.2d 540, 545 (1st Cir. 1988)). 
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Meanwhile, Casco's president testified that the company suffered 

termination damages of over one million dollars per year.

In the end, the jury faced competing testimony from 

qualified experts and chose an award recommended by one of them, 

which was within the bounds of a "rational appraisal." See

Trainor, 699 F.3d at 29. The district court did not abuse its 

discretion by declining to upset the jury award or order a new 

trial on damages. 

IV. CONCLUSION

For the foregoing reasons, we affirm the judgment of the 

district court on all counts. The parties shall bear their own 

costs of appeal.