## Facts

- Two British manufacturers of composite “prepreg” (SP) entered a long-term Supply Agreement with a Missouri carbon-fiber seller (Zoltek) in November 2000.
- The agreement operated as a ten-year requirements contract (Nov. 2000–Dec. 2010) for large-tow carbon fiber meeting Panex 33 specifications at then-current market price.
- SP agreed to source its total requirements of suitable-quality large-tow carbon fiber from Zoltek, subject to an annual volume cap tied to prior-year purchases plus one million pounds.
- Large-tow fiber (48,000+ filaments per bundle) was cheaper but generally inferior in quality to small-tow fiber.
- Zoltek later ceased producing Panex 33 and began producing a substitute product, Panex 35.
- After a period in which SP placed no orders, SP later placed orders for the substitute fiber; two orders in 2005 and 2006 were not filled.
- SP sued for breach of the Supply Agreement and sought lost profits.
- A jury awarded SP $36,044,895 in lost profits; the district court reduced the award to $21,138,518 as duplicative across alternative theories, and denied Zoltek’s post-trial motions.

## Issues

1. Whether the Supply Agreement was unenforceable for lack of mutuality and consideration because SP’s requirements obligation was allegedly illusory.
2. Whether SP’s period of non-ordering constituted abandonment of the agreement requiring an abandonment jury instruction.
3. Whether the district court abused its discretion in admitting an attorney statement and other challenged evidence.
4. Whether the lost-profits evidence and instructions satisfied Missouri law’s “reasonable certainty” requirement or were impermissibly speculative.
5. Whether the district court correctly treated portions of the jury’s damages award on alternative counts as duplicative.

## Decision

- The court of appeals affirmed the judgment as modified by the district court’s remittitur-like reduction, leaving $21,138,518 in lost profits.
- The court held the requirements contract had mutuality and consideration as a matter of law because SP undertook a good-faith duty to buy its requirements of suitable-quality large-tow fiber from Zoltek.
- The court affirmed denial of an abandonment instruction, finding the evidence did not support abandonment under Missouri law.
- The court found no abuse of discretion in the challenged evidentiary rulings, including admission of an attorney statement.
- The court upheld the lost-profits award as supported by sufficient evidence and held the damages instruction correctly stated Missouri law.
- On SP’s cross-appeal, the court agreed damages were duplicative where alternative theories would compensate the same lost-profit stream (Panex 33 versus its substitute), and affirmed the reduction.

## Legal Principles

- A requirements contract is supported by consideration when the buyer commits to purchase its requirements in good faith, even if quantities are uncertain.
- Under Missouri law, a temporary period of zero requirements or non-ordering does not alone establish abandonment; an abandonment instruction requires evidentiary support of intent to relinquish the contract.
- Evidentiary rulings are reviewed for abuse of discretion; relevant statements tied to contractual obligations may be admitted absent unfair prejudice outweighing probative value.
- Lost profits need not be proven with mathematical precision; they must be shown with reasonable certainty, and expert projections may rely on management forecasts when corroborated by historical and market data.
- A plaintiff may not recover duplicative damages under alternative theories that compensate the same injury; courts may reduce overlapping awards to prevent double recovery.

## Conclusion

The Eighth Circuit held that SP’s good-faith requirements obligation supplied mutuality and consideration for the long-term supply agreement, rejected abandonment and evidentiary challenges, and affirmed a lost-profits recovery supported by reasonable-certainty proof while preventing double recovery by sustaining the district court’s reduction of duplicative damages.


Structural Polymer Grp., Ltd. v. Zoltek Corp., 543 F.3d 987 (8th Cir. 2008)