In the

United States Court of Appeals

For the Seventh Circuit

Nos. 08-1097 & 08-1227

ADVERTISING SPECIALTY INSTITUTE,

Plaintiff-Appellant/Cross Appellee,

v.

HALL-ERICKSON, INC., d/b/a THE MOTIVATION SHOW,

AND NATIONAL PREMIUM SHOW, INC., d/b/a

THE MOTIVATION SHOW,

Defendants-Appellees/Cross Appellants.

Appeals from the United States District Court

 for the Northern District of Illinois, Eastern Division.

No. 03 C 8780—John F. Grady, Judge.

ARGUED SEPTEMBER 21, 2009—DECIDED APRIL 7, 2010

Before CUDAHY, WOOD, and TINDER, Circuit Judges.

CUDAHY, Circuit Judge. In 2001, Advertising Specialty

Institute (ASI) and The Motivation Show entered into a

contract that purported to form a “strategic alliance” to

“promote the professional use of promotional products

and distributors.” The parties agreed to provide “ASI
2 Nos. 08-1097 & 08-1227

Promotional products include corporate apparel, trophies, 1

awards, mugs, pens, T-shirts, lighters, flashlights, Post-It notes,

Coach-leather goods, barbeque grills and other items that can

display the name or logo of a company.

with the right of first refusal concerning any activity,

alliance, or opportunity concerning the promotional

product/advertising specialty industry.” The present

dispute arises from The Motivation Show’s co-locating

a trade show in Chicago with Promotional Products

Association International (PPAI), which is ASI’s close

competitor. The district court found that, in doing so, the

defendants (collectively, “The Motivation Show”) breached

their contract with ASI by failing to honor the latter’s

right of first refusal. However, in light of ASI’s failure

to prove damages with reasonable certainty, the court

awarded nominal damages in the amount of one dollar. ASI contends that the district court committed

clear error in finding insufficient proof of damages. The

Motivation Show cross-appeals the district court’s liability determination. For the reasons that follow, we

affirm the holding of the district court in all respects.

I. BACKGROUND

ASI is a trade-information publisher that facilitates

the meeting of purveyors and purchasers of corporate

promotional products. ASI has approximately 21,000 1

distributor members and 3,300 supplier members. Through

its affiliate, the ASI Show, ASI holds roughly 80 shows

per year throughout the United States. Of these, five
Nos. 08-1097 & 08-1227 3

are “major,” or multi-day, shows that are held in Chicago,

Dallas, Las Vegas, New York and Orlando. The Chicago

show has been held in May or July every year since 1999.

Both ASI and The ASI Show are owned by the Cohn

family. Matthew Cohn (Mr. Cohn) is the vice chairman

of ASI and president of the ASI Show.

The present case involves ASI’s relationship with HallErickson and National Premium Show, Inc. (NPS), the

latter of which does business as The Motivation Show.

Hall-Erickson is the exhibition manager for this show,

which is held annually in the fall at McCormick Place

in Chicago. Peter Erickson (Mr. Erickson) is the president

and sole shareholder of Hall-Erickson. He is also vice

president and sole shareholder of NPS.

On February 6, 2001, The Motivation Show entered into

an agreement with ASI that purported to create a “strategic

alliance.” The contract created a three-year obligation

on the parties jointly to operate a promotional-products

pavilion within The Motivation Show. ASI sought to

benefit its members by exposing them to end-buyers,

as well as to promotion and advertising agencies. For

its part, The Motivation Show stood “to gain additional

exhibitors and booths representing distributors and

suppliers . . . to sell products to end-buyers.” Paragraph

nine of the agreement, which bestowed upon ASI “the

right of first refusal concerning any activity, alliance, or

opportunity concerning the promotional product/advertising specialty industry,” is of central importance to

the present appeal. The contract provided that it would

be subject to Pennsylvania law. Paragraph eight stated
4 Nos. 08-1097 & 08-1227

that the agreement would “not be extended to any other

promotional products association, trade show, or conference (i.e., PPAI).” As noted, PPAI is a close rival of ASI.

The parties differ markedly in how they construe the

events leading up to the present dispute. ASI contends,

and the district court agreed, that Mr. Erickson “solicited

and invited” PPAI to co-locate its trade show with The

Motivation Show at McCormick Place in Chicago. This,

the district court found, violated paragraph nine of the

contract because The Motivation Show failed to grant

ASI a right of first refusal over this co-location opportunity, which the court determined to be in the

promotional-product/advertising-specialty industry.

The district court determined that The Motivation

Show literally bent over backwards “to make clear to all

attendees at both shows that this was a joint endeavor,”

which was the attractive quality that enticed PPAI to

the co-location. Tr. at 736. Judge Grady further found

that Mr. Erickson and The Motivation Show’s sponsorship was central to PPAI’s success in obtaining approval

from the Chicago Convention and Tourism Bureau

(CCTB) to lease space in McCormick Place in September 2003. The district court also held that Mr. Erickson’s

“failure to advise ASI of his cooperation with PPAI . . .

was deliberate and was designed to conceal from ASI

the fact that there was an opportunity in the offing.”

Judge Grady concluded that Mr Erickson “knew that ASI

would be interested, and he had every reason to

believe that had he offered the opportunity to ASI, ASI

would have been likely to accept it.” Indeed, he found
Nos. 08-1097 & 08-1227 5

that ASI would have accepted such an offer, had it been

forthcoming. Unsurprisingly, ASI fully supports these

findings on appeal.

Hall-Erickson and NPS present a more innocuous

account. They appeal primarily to the testimony of Mr.

Erickson, who stated that he received an independent

courtesy call from Mr. Slagle, president and chief financial officer of PPAI, who supposedly said that PPAI was

looking to move its trade show to a post-Labor Day

period that would be near The Motivation Show. He

observed that shows with similar audiences can impact

each other negatively, as attendees will go to one, but

not to both. Based on this perceived fact, and given that

PPAI was apparently intent on coming, Mr. Erickson

testified that any detrimental impact could be eliminated

by steering PPAI to The Motivation Show. Indeed, by

persuading PPAI to come to McCormick Place on the

same dates, he asserted that “there could be a very

positive impact for The Motivation Show and for the

ASI pavilion.” Tr. at 376-77. He further stated that he

provided the CCTB, at PPAI’s request, with information

that The Motivation Show and PPAI were not competitive.

Id. at 380. This was information that the CCTB deemed

relevant in determining whether PPAI was entitled to a

permit. Mr. Erickson concluded that he did not believe

that anything he had done breached The Motivation

Show’s agreement with ASI.

The district court rejected Mr. Erickson’s testimony,

characterizing it as “just regrettably false” and further labeling certain of his explanations as “completely untruth-
6 Nos. 08-1097 & 08-1227

ful.” Judge Grady readily concluded that the co-location

was an “opportunity” for the purpose of paragraph nine.

The district court thus found that The Motivation Show

had violated its contract by failing to make available

to ASI the opportunity to exercise its right of first refusal.

However, despite concluding that the defendants were

in breach of contract, the district court found that ASI

had failed to prove damages with reasonable certainty.

Although it reached this conclusion without addressing

the factual record in great depth, the district court did

note that “in view of [its] attitude toward the defendants’

breach, [it] would not be reluctant to make a reasonable

estimate of damages if [it] believed that [it] could do so.”

In the present appeal, ASI contends that the district

court committed clear error in finding that damages

had not been proven with reasonable certainty. The

Motivation Show cross-appeals Judge Grady’s liability

determination.

II. DISCUSSION

A. The Defendants’ Decision Not To Invite ASI To CoLocate The 2003 Motivation Show Constituted A

Breach Of Contract

The Motivation Show advances four unconvincing

arguments why it did not breach its contract with

ASI. In the first place, it contends that it had neither the

authority nor the ability to control the issuance of dates

at McCormick Place. Thus, The Motivation Show contends, it could not have offered ASI a right of first refusal
Nos. 08-1097 & 08-1227 7

as a matter of law. Second, it argues that it had no

control over PPAI’s decision to relocate. Third, it submits

that ASI could not have accepted an offer to put on a

trade show. Last, it argues that the right-of-firstrefusal provision in the contract did not apply to the

production of trade shows. None of these contentions

has merit.

As to the first point, it may be true that the defendants

lacked an absolute legal right to dictate the issuance of

dates by the CCTB. But the record reveals that the defendants had significant, de facto influence over the CCTB’s

issuing PPAI a September date in 2003 to co-locate with

the Motivation Show. The district court did not clearly

err in finding “as a fact that the success of PPAI in obtaining a September date in 2003 to co-locate with

The Motivation Show was due, in large part, to the sponsorship of Mr. Erickson and The Motivation Show.” Tr.

at 737. It also properly found that “without that sponsorship, without that cooperation, it is not at all clear that the

bureau or the building would have approved a September

date for PPAI.” Id. Since that same influence could

have been employed for ASI’s benefit, and would surely

have resulted in the CCTB’s similarly approving a colocation for ASI, the district court did not err in holding

that the right-of-first-refusal provision in the contract

was triggered by the co-location opportunity.

The defendants’ second argument is that PPAI alone had

control over its decision to move its 2003 event to coincide

with The Motivation Show. The defendants rely on the

testimony of Mr. Erickson, who stated that he could not

prevent PPAI or any other trade show from moving to
8 Nos. 08-1097 & 08-1227

McCormick Place. We note at the first instance that the

district court found his testimony to be “entirely lacking

in credibility,” “completely untruthful” and “regrettably

false.” Tr. at 737, 742. We are especially deferential to

witness-credibility determinations by district courts,

since they enjoy a superior setting in which to make

such findings. See United States v. Gonzalez-Mendoza,

584 F.3d 726, 730 (7th Cir. 2009); United States v. Garcia,

66 F.3d 851, 856 (7th Cir. 1995). In any event, the idea

that PPAI could act independently of The Motivation

Show in securing dates at McCormick Place is in itself

irrelevant. The district found that without The Motivation Show’s “cooperative effort,” PPAI “would not have

been interested in any co-location.” Tr. at 737. Ultimately,

the district court did not clearly err in finding that

Mr. Erickson “solicited and invited” PPAI to avail itself

of the opportunity. Id. The defendants’ present argument

that PPAI’s decision to co-locate was an independent

action is inconsistent with the district court’s reasonable

fact findings and credibility determinations.

The Motivation Show next submits that ASI, the signatory to the contract, does not hold or produce trade

shows and therefore could not accept a co-location offer.

This argument is borderline frivolous. There is no reason

why a promisee cannot avail of an opportunity to which

it is contractually entitled by contracting in turn with

a third party, most obviously The ASI Show in the

present case. Tr. at 258-59.

Last, we fully agree with the district court’s determination that paragraph nine of the contract applied to the

production of trade shows. The defendants argue that “the
Nos. 08-1097 & 08-1227 9

parties could not have intended” that this provision

could have extended “to anything beyond the ambit

of The Motivation Show.” But Pennsylvania law provides that, where the terms of a contract are clear and

unambiguous, the intent of the parties is to be ascertained

from the document itself. See Insurance Adjustment

Bureau, Inc. v. Allstate Ins. Co., 905 A.2d 462, 468 (Pa. 2006);

Chen v. Chen, 893 A.2d 87, 93 (Pa. 2006). Reviewing the

contract de novo, we conclude that paragraph nine is

clear and unambiguous when read in light of the contract as a whole. The defendants’ argument that paragraph nine is limited to activities taking place within

the ambit of The Motivation Show is based on the fact

that other provisions in the contract are similarly limited

by their explicit terms. But the district court correctly

noted that the absence of such language in paragraph

nine is highly instructive. That paragraph’s provision

that ASI is entitled to a right of first refusal with respect

to “any activity, alliance, or opportunity concerning the

promotional products/advertising specialty industry”

clearly captures the co-location opportunity that The

Motivation Show provided to ASI’s close competitor.

We agree with the district court that it “would do violence to the contract to interpret it in any other way.” Tr.

at 733.

B. The District Court Did Not Commit Clear Error In

Determining That ASI Failed To Prove Damages

With Reasonable Certainty

The district court concluded in no uncertain terms that

ASI had failed to establish damages with reasonable
10 Nos. 08-1097 & 08-1227

certainty. Although its finding was not clearly erroneous,

we are concerned that the court may have overstated

the inadequacy of the proffered evidence. Having reviewed the record, we believe that the question whether

ASI has made a sufficient showing of damages is a close

one. Nevertheless, given our clear-error review, the

question is not what we would find were we sitting at

the trial level. See Lever v. Northwestern Univ., 979 F.2d

552, 553-54 (7th Cir. 1992); Jones v. Hamelman, 869 F.2d

1023, 1031 (7th Cir. 1989). We must affirm if the district

court’s account of the evidence is plausible viewed in

light of the record in its entirety. See id. Since a reasonable

trier of fact could conclude that the proffered evidence

falls short of proving damages with reasonable specificity,

we affirm.

We begin by noting that the district court correctly

identified relevant Pennsylvania law, which provides that

contract “damages . . . are not recoverable for loss

beyond an amount that the evidence permits to be established with reasonable certainty.” Spang & Co. v. U.S.

Steel Corp., 545 A.2d 861, 866 (Pa. 1988) (relying on Restatement (Second) of Contracts § 352). In considering

whether the district court clearly erred in finding that

ASI failed to prove damages with reasonable certainty, we

note that Pennsylvania law generally resolves doubts

against the breaching party. Id. at 867 (citing Restatement,

§ 352). We note too the Pennsylvania Supreme Court’s

pronouncement in 1979 that “mere uncertainty as to

the amount of damages will not bar recovery where it is

clear that damages were the certain result of the defendant’s conduct.” Pugh v. Holmes, 405 A.2d 897, 909-10 (Pa.
Nos. 08-1097 & 08-1227 11

Because ASI appeals only the district court’s holding con- 2

cerning lost profits from the denied opportunity to co-locate

with The Motivation Show, we do not consider the court’s

separate holding that ASI had failed to prove damages from

diversion of business from its May 2003 show to the co-located

show that was in fact held later that year.

1979). Notwithstanding this language, which might be

read to relieve victims of contractual breach of the obligation of identifying actual damages with reasonable certainty, so long as they can demonstrate that they were in

fact injured, “the law still requires a plaintiff to produce

evidence which establishes, with a fair degree of probability, a basis for assessing damages.” Wujick v. Yorktowne

Dental Associates, Inc., 701 A.2d 581, 584 (Pa. Super. 1997).

We proceed by discussing the district court’s analysis of

the relevant testimony and explaining some of our concerns. In particular, we question the court’s characteriza- 2

tion of Mr. Cohn’s testimony, which provided the plaintiff’s primary evidence for establishing damages. The

court declared:

I do know that Mr. Cohn’s testimony, which ranges

from a half million to a million dollars without any

specification whatever as to what would account for

a difference between a half million and a million, is

completely speculative and is not something that

the Court could rely upon for an award of damages.

Tr. at 744.

We believe that three issues merit discussion here. First,

having reviewed the transcript of Mr. Cohn’s testimony,
12 Nos. 08-1097 & 08-1227

it is indeed true that the witness’s estimation of damages

ranged from $500,000 to $1,000,000 and even beyond.

Mr. Cohn originally maintained that the relevant damages’ range was $500,000 to $800,000. Tr. at 142, 153-54,

215. This, being a narrower band, may have been less

troubling to the district court. Nevertheless, in light of

the testimony of David Kordecki—a former employee of

the CCTB—Mr. Cohn subsequently concluded that his

original, estimated range was “extremely conservative.”

Id. at 692-94. On cross-examination, Mr. Cohn clarified

that the range of damages was linked to the number of

booths ASI would have sold at the co-located event

with The Motivation Show. He testified that 500 booths

would have yielded a profit of half-a-million dollars.

He also explained that 800 booths would correspond

to over a million dollars’ profit. Id. at 695.

For this reason, we are troubled by the district court’s

assertion that Mr. Cohn failed to provide “any specification whatever” to explain the range of estimated damages.

His testimony made clear that that range depended on

the court’s estimate as to the likely number of booths

that ASI would have sold. Mr. Cohn also indicated that

the low-end figure was based on the lowest level of

profit that ASI had ever enjoyed when it sold the same

number of booths that PPAI did at the co-located event.

He testified that ASI’s 2006 show in Philadelphia,

which was a 600-booth show, yielded more than $500,000

in profit. Tr. at 143. He then explained that “frankly,

we would have done better than that [in the co-located

event with The Motivation Show] because we would

have had shared costs that we would not have needed
Nos. 08-1097 & 08-1227 13

to spend the money on.” Id. at 143-44. He testified that

ASI would not need to have spent as much money on

a keynote speaker and that the $191,000 it spent on education in Philadelphia “mostly would have been saved.”

Id. at 144.

Reviewing the transcript, we do not understand the

district court’s conclusion that Mr. Cohn’s testimony did

not provide “any specification whatever” about the

range of damages. It seems clear to us that Mr. Cohn

believed that $500,000 was an “extremely conservative”

minimum and that a more accurate estimate of damages

would be greater. Tr. at 693.

Our second concern is that the record suggests a (slight)

possibility that the district court may have decided that

Mr. Cohn’s testimony on damages was speculative before

it entertained the evidence. We direct our attention to

this particular exchange during the direct examination

of Mr. Cohn, when the question of quantifying damages

was first broached:

Q. What would you have expected ASI to profit had

it been given an opportunity to conduct a co-located

show alongside of The Motivation Show in 2003?

Mr. Kolman: Objection, Your Honor. That’s completely

speculative.

The Court: I agree that it is, really, but I am going to let

him answer, and I will take it for whatever it may be

worth. But I concede your point. It’s very speculative.

Tr. at 142.
14 Nos. 08-1097 & 08-1227

Mr. Cohn was the vice chairman of ASI and president of

The ASI Show and had considerable experience in the

industry. Unlike Mr. Erickson, his testimony was not

found to be false or untruthful. In short, Mr. Cohn’s

testimony was likely to be an important source of evidence

on ASI’s damages. See Restatement (Second) of Contracts § 352, Comment b (explaining that “[e]vidence of

past performance will form the basis for a reasonable

prediction as to the future” and explaining further that,

if the business is a new one, “damages may be established with reasonable certainty with the aid of expert

testimony”). We see no reason why his testimony on

this subject would necessarily be “very speculative.” Nor

do we believe that it turned out to be. His subsequent

explanation of why ASI’s lost profit was between

$500,000 and possibly more than a million dollars was

neither arbitrary nor unsupported. Since ASI and PPAI

are in the same market and have memberships that

overlap to some extent, it is not wholly unreasonable to

presume that the two companies would have sold a

comparable number of booths. Had they done so,

Mr. Cohn’s testimony reveals that it would have yielded

a minimum profit of $500,000. And, in fact, it would

likely have yielded more, due to Chicago’s higher profitability and the various cost savings associated with colocated events.

Our third, and final, concern is that the district court

failed to address evidence of ASI’s profitably holding

major shows in the past and of the significant cost savings

that co-location would have provided. Such evidence

weighed on the question of damages and should have

formed part of the district court’s opinion.
Nos. 08-1097 & 08-1227 15

ASI argued before the district court that its damages could be

3

determined by the fact that its revenue and profits from the

(continued...)

Notwithstanding the district court’s rather cursory, and

at times inaccurate, assessment of Mr. Cohn’s testimony,

we cannot find that its ultimate conclusion was clearly

erroneous. First, we take the district court at its word

when it stated that it would hear Mr. Cohn’s testimony

and take it for whatever it was worth. In addition, there

are facts in the record that render a direct comparison

between the number of booths that PPAI sold and

the number that ASI would have sold somewhat unreliable. Specifically, ASI had never held two major shows

in the same city and in the same year before, and one

can only speculate as to what the effect of holding two

such events within four months would be on the respective demands for each event. The uncertainty injected

by this fact renders a finding of clear error difficult.

Specifically, if the co-located event would have been as

attractive to ASI’s members as ASI contends, then presumably the demand for that event would have reduced

demand for its May 2003 show. Indeed, some such effect

would surely have occurred, given the evidence in the

record that many distributors and suppliers will attend

one trade show in a certain city in a year, but not more.

In calculating damages for The Motivation Show’s

wrongly denying ASI the co-location opportunity in 2003,

the damages awarded for that denial would have to be

reduced by the profit that would otherwise have been

lost by the diluted demand for the May 2003 show. We can

3
16 Nos. 08-1097 & 08-1227

(...continued) 3

May 2003 show were reduced by the offsetting demand generated by the event co-located by PPAI and The Motivation

Show four months later. ASI has elected not to pursue this

argument on appeal.

As explained above, although evidence that PPAI sold 4

between 500 and 600 booths is certainly illuminative on the

question of how many booths ASI would have sold, it is by no

(continued...)

do no more than speculate as to what the economic relationship between these two events would have been. And,

as Pennsylvania law makes clear, such speculation is an

inadequate basis for estimating damages. See Spang,

545 A.2d at 866.

This shortcoming is compounded by a number of other

deficiencies. First, ASI did not identify companies

that would have attended a co-located event with The

Motivation Show in 2003. Such testimony from specific

companies would have been helpful, especially if it

could have been elicited from those of ASI’s members

that did not attend ASI’s May 2003 show. ASI points out

that 21 percent of its supplier members attended its

May 2003 show, so it would have targeted the remaining

79 percent for the co-promoted event later that year.

Specific evidence that certain of the latter group of members would have attended a co-located show in the fall

of 2003 would have been highly relevant. Absent such

evidence, some degree of speculation would be required

as to the number of booths that ASI would have sold in

a 2003 co-promotion with The Motivation Show.4
Nos. 08-1097 & 08-1227 17

(...continued) 4

means determinative. It would appear that the last time PPAI

had held a show in Chicago was two years before the 2003 copromoted event. That being the case, it is certainly possible

that PPAI sold more booths than ASI would have, especially

when the latter company had held another large show only

four months previous.

ASI sought the relevant documents from PPAI through a

5

subpoena that issued from the U.S. District Court for the

Northern District of Texas. However, that court refused to

grant a motion to compel compliance by PPAI with the subpoena. ASI did not appeal this refusal to the United States

Court of Appeals for the Fifth Circuit.

Second, the appellant/cross-appellee did not obtain

financial data from PPAI concerning the latter’s revenue

and profits from the co-promoted event it held with The

Motivation Show in 2003. Such information could have 5

been helpful in crafting a reasonable estimate of the

damages. Third, ASI did not introduce evidence of the

identities of the specific companies that actually attended

PPAI’s co-promoted event in 2003. Such evidence would

have enabled the district court to calculate damages

with greater specificity. Fourth, had The Motivation

Show offered ASI a right of first refusal, PPAI might still

have held a separate show in July 2003. This would

have resulted in three major shows being held in Chicago

within four months, which complicates the proof of

damages even further.

One inevitably sympathizes with ASI, which has been

wronged by a company with which it hoped to enjoy a
18 Nos. 08-1097 & 08-1227

In holding that the district court did not clearly err in its 6

inadequate-proof-of-damages determination, we affirm its

award of nominal damages. We note for completion’s sake,

however, that ASI’s contention that it is entitled to lost profits

for five years is without merit. As the district court aptly

noted, The Motivation Show exercised its right to terminate

the agreement, which it was entitled to do. Moreover, it

would be highly speculative to infer that McCormick Place

would have granted ASI’s request to hold two major trade

shows for five years.

fruitful, strategic relationship. Proving damages from the

improper denial of a future opportunity is a difficult

endeavor, however, and ASI makes the strongest arguments it can with the evidence in the record. But in light

of the preceding shortfalls in the proffered evidence, we

cannot conclude that the district court clearly erred. This

holds true even when the evidence is read in a manner

favorable to the nonbreaching party. See ATACS Corp. v.

Trans World Communications, Inc., 155 F.3d 659, 669 (3d

Cir. 1998). As explained, our review of the factual

findings of the district court is highly deferential. Even if

we would have been inclined to find some measure of

damages reasonably certain in the present case, this fact

alone does not allow us to reverse the district court’s

factual determination to the contrary.6

III. CONCLUSION

The Motivation Show committed a flagrant breach of

contract when it failed to provide ASI with a right of first
Nos. 08-1097 & 08-1227 19

refusal regarding the 2003 co-location opportunity at

McCormick Place. Although ASI understandably laments

the district court’s award of nominal damages, contending

that it serves to absolve the breaching party of the consequence of its nefarious conduct, the law places the

burden of proving damages on the plaintiff. A host of

relevant information bearing on such injury is absent. ASI

failed to obtain information from PPAI about the profit

realized by the co-located event. It failed to introduce

evidence that certain of its specific members would

have attended a co-located event with The Motivation

Show, had such an opportunity been available. Nor did

ASI proffer evidence revealing the identities of the companies that did in fact attend PPAI’s co-located event

with the Motivation Show. It did not introduce formal

statistical analysis that would support a reasoned

estimate of lost profits. Apart from the evidence

supplied by its vice chairman, Mr. Cohn, ASI omitted

expert testimony on the nature of the promotional-products market that would allow the judge to estimate lost

profits. And what little evidence as was introduced by

Mr. Cohn was at least somewhat speculative.

Of course, it is not the case that ASI failed to introduce

any pertinent evidence. It is surely relevant that the

plaintiff has made a profit in excess of one million dollars

every time it has held an event in Chicago. It is notable

too that PPAI competes in the same market as the plaintiff and that the former’s membership overlaps to a significant extent with the latter’s. Since these entities can be

compared along certain lines, it is pertinent that PPAI

sold 500-600 booths at the co-located event with The
20 Nos. 08-1097 & 08-1227

Motivation Show. And there is some force to ASI’s observation that the least profit it has ever made selling that

many booths is slightly over half-a-million dollars.

But although there is some basis for inferring that PPAI’s

sale of 500-600 booths would have resulted in profits of

approximately half-a-million dollars for ASI, a number of

factors serves to undermine our confidence in this inference. In particular, there is scant evidence in the record

that speaks to the effect that having two major shows in

the same city within four months would have on demand. Even assuming that a co-promoted event with

The Motivation Show would be sufficiently attractive

to ASI’s members that the plaintiff would have sold as

many or more booths than PPAI, the record does not

indicate how enhanced demand for that event would

dilute attendance at ASI’s prior, major event in Chicago

in 2003. The enhanced demand for the co-located show

would presumably detract from members’ interest in the

year’s earlier, major show. Lost profits from the co-located

event, caused by The Motivation Show’s breach, would

have to be adjusted accordingly. Yet the evidence grants

us no means by which to conduct this calculus. More

fundamentally still, since PPAI’s 2003 show appears to

be the first it had held in Chicago in two years, it is

entirely possible that ASI would have failed to have

sold as many booths as its rival ultimately did.

In light of these ambiguities and gaps in crucial evidence,

we cannot conclude that the district court’s determination was clearly erroneous. We do not believe that our

ruling will result in carte blanche for promisors who may
Nos. 08-1097 & 08-1227 21

seek opportunistically to breach contracts when they

believe that any resulting harm will be indeterminate.

Wronged parties need merely introduce evidence that

is sufficient to allow the court to ascertain the degree of

injury with reasonable certainty. Such evidence is absent

in the record here, though it should have been within

the capacity of ASI to unearth and bring before the court.

The judgment of the district court is therefore

AFFIRMED.

4-7-10