Advertising Specialty Institute v. HALL-ERICKSON, INC., d/b/a THE MOTIVATION SHOW

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

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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 dol-
lar. ASI contends that the district court committed
clear error in finding insufficient proof of damages. The
Motivation Show cross-appeals the district court’s lia-
bility 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 21,0001
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

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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 Hall-
Erickson 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/ad-
vertising specialty industry,” is of central importance to
the present appeal. The contract provided that it would
be subject to Pennsylvania law. Paragraph eight stated

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4 Nos. 08-1097 & 08-1227
that the agreement would “not be extended to any other
promotional products association, trade show, or con-
ference (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 oppor-
tunity, 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 sponsor-
ship was central to PPAI’s success in obtaining approval
from the Chicago Convention and Tourism Bureau
(CCTB) to lease space in McCormick Place in Septem-
ber 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

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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 finan-
cial 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 la-
beling certain of his explanations as “completely untruth-

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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 Co-
Locate 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 con-
tends, it could not have offered ASI a right of first refusal

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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-first-
refusal 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 defen-
dants 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 ob-
taining a September date in 2003 to co-locate with
The Motivation Show was due, in large part, to the spon-
sorship of Mr. Erickson and The Motivation Show.” Tr.
at 737. It also properly found that “without that sponsor-
ship, 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 co-
location 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

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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 Motiva-
tion 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 signa-
tory 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 determina-
tion that paragraph nine of the contract applied to the
production of trade shows. The defendants argue that “the

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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 pro-
vides 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 con-
tract as a whole. The defendants’ argument that para-
graph 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 vio-
lence 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

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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 re-
viewed 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 estab-
lished with reasonable certainty.” Spang & Co. v. U.S.
Steel Corp., 545 A.2d 861, 866 (Pa. 1988) (relying on Re-
statement (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 defen-
dant’s conduct.” Pugh v. Holmes, 405 A.2d 897, 909-10 (Pa.

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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 obliga-
tion of identifying actual damages with reasonable cer-
tainty, 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 proba-
bility, 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 con-
cerns. In particular, we question the court’s characteriza-2
tion of Mr. Cohn’s testimony, which provided the plain-
tiff’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,

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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 dam-
ages’ 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 specifica-
tion 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

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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 educa-
tion 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.

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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 Con-
tracts § 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 estab-
lished 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 profit-
ability and the various cost savings associated with co-
located 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.

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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 unreli-
able. 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 respec-
tive 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 presum-
ably 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 can3

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16 Nos. 08-1097 & 08-1227
(...continued) 3
May 2003 show were reduced by the offsetting demand gener-
ated 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 rela-
tionship 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 mem-
bers 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

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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 co-
promoted 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 sub-
poena. 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 have5
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

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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 argu-
ments 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

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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 conse-
quence 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 com-
panies 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-prod-
ucts 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 plain-
tiff and that the former’s membership overlaps to a sig-
nificant 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

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20 Nos. 08-1097 & 08-1227
Motivation Show. And there is some force to ASI’s obser-
vation 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 infer-
ence. 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 de-
mand. 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 determina-
tion was clearly erroneous. We do not believe that our
ruling will result in carte blanche for promisors who may

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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

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