## Facts

- BMK Corporation distributed and marketed mine-foam products and worked with Jay‑Max Sales, a supplier to coal mines in Colorado, Utah, and Wyoming.
- Jay‑Max sought a less expensive alternative to a dominant mine-foam product and partnered with BMK to research demand, pricing, and mine-specific usage; they developed a plan and sales projections based on surveys and customer information.
- BMK entered a supply/distribution agreement with Clayton Corporation under which Clayton would manufacture and supply mine foam to BMK while BMK would distribute and develop markets.
- BMK presented evidence that the agreement included territorial/noncompetition protections limiting Clayton from selling directly into mines in the region BMK (through Jay‑Max) targeted.
- BMK’s evidence showed Clayton later bypassed BMK and sold directly to Jay‑Max and regional mine customers, using information and relationships BMK had developed and shared.
- Clayton notified BMK it intended to terminate the agreement and cease performing, shortly after extending BMK’s first-year sales target period.
- BMK sued for breach of contract, tortious interference with business expectancy, and intentional misrepresentation.
- A jury found for BMK on all claims and awarded damages including $1 million in lost profits supported by testimony from BMK’s CFO (a CPA) and underlying market data; Clayton’s expert disputed the projections.

## Issues

1. Whether there was substantial evidence to submit BMK’s claims for breach of contract, tortious interference with a business expectancy, and intentional misrepresentation to the jury, or whether Clayton was entitled to JNOV/new trial.
2. Whether BMK’s lost-profit proof provided a reasonably certain, non-speculative basis to calculate damages.
3. Whether the damages awarded across multiple theories constituted an impermissible double recovery.

## Decision

- The Missouri Court of Appeals affirmed the judgment for BMK in full.
- The court held substantial evidence supported submission of each claim and denial of JNOV/new trial.
- The court upheld the lost-profits award, concluding BMK provided a rational, data-based method sufficient under Missouri law.
- The court rejected the double-recovery challenge, finding no reversible error in the damage submissions, instructions, or verdict structure.

## Legal Principles

- On appeal from a jury verdict, the court views evidence in the light most favorable to the verdict and asks whether substantial evidence supports submission and the verdict.
- Lost profits are recoverable when they are the natural and probable consequence of the wrongful conduct and the evidence supplies a rational basis to compute the amount with reasonable certainty, even if not mathematically exact.
- Lost-profit claims for newer or developing ventures may be proved through market research, mine/customer-specific usage and pricing data, business plans, and qualified testimony; competing expert criticism generally goes to weight and credibility for the jury.
- Tortious interference with a business expectancy requires proof of a valid expectancy, defendant’s knowledge, intentional interference causing disruption, lack of justification, and damages; concrete sales opportunities and developed customer relationships can satisfy the expectancy element.
- Intentional misrepresentation requires a false material representation, knowledge/recklessness, intent to induce reliance, reasonable reliance, and damages; assurances of performance or exclusivity followed by contrary conduct may support submission when the record permits an inference of falsity and reliance.
- Multiple awards are not reversible error absent proof the verdict and instructions permitted duplicative recovery for the same injury.

## Conclusion

The appellate court left intact a jury verdict holding a supplier liable for breaching a distribution arrangement, interfering with the distributor’s expected business, and making actionable misrepresentations, and it held that lost-profit damages based on detailed market analysis and supported testimony met Missouri’s reasonable-certainty standard and were not speculative.


BMK Corp. v. Clayton Corp., 226 S.W.3d 179 (Mo. Ct. App. E.D. 2007)