The Federal Circuit has modified its precedential opinion in Versata Software, LLC v. Ford Motor Co., Case Nos. 2024-1140, 2024-1206, and 2024-1234, without changing the judgment. The September 10, 2026 modification leaves intact the court’s trade-secret holdings, its order for a new trial on trade-secret damages, and its reinstatement of an $82.26 million breach-of-contract verdict.
The substantive change is considerably narrower. The court revised a single sentence in its discussion of Ford’s challenge to the contract damages, replacing language stating that Ford had not “claimed” certain additional costs existed with language stating that Ford had not demonstrated that it was “beyond dispute” that those costs existed. Although the revision does not change the outcome, it more precisely frames why Ford could not overturn the jury’s damages award as a matter of law.
The Contract Damages Dispute
The jury awarded Versata $82.26 million for Ford’s breach of the parties’ Master Subscription and Services Agreement. That figure closely tracked evidence of a $10.95 million annual base-license amount applied over the relevant 7.5-year damages period.
The district court reduced the award to nominal damages because it concluded that Versata had not adequately accounted for costs associated with providing the license. The Federal Circuit reversed, concluding that the evidence gave the jury a reasonable basis for its calculation.
Versata had presented evidence distinguishing the $10.95 million base-license amount from approximately $4 million in separate support and maintenance charges. Ford’s own damages expert also acknowledged that the $10.95 million figure was a more reasonable starting point because it excluded those additional services.
What the Federal Circuit Changed
In its original May 22 opinion, the Federal Circuit stated that Ford had not claimed there were additional costs associated with the base license. The modified opinion instead states that Ford had not demonstrated that it was “beyond dispute” that such additional costs existed.
The distinction is subtle but important. Versata still bore the substantive burden under Michigan law of proving its contract damages with reasonable certainty, and the modification does not shift that burden to Ford. The question presented on Ford’s motion for judgment as a matter of law, however, was different: whether the evidence was so deficient that reasonable jurors could not have reached the damages award they did.
The revised sentence better aligns the court’s reasoning with that procedural posture. Ford could not obtain judgment as a matter of law merely by identifying the possibility that additional costs might have been associated with the license. To displace the jury’s verdict on that basis, the record had to require the proposed adjustment rather than merely permit it.
That distinction explains why the evidentiary path to the jury’s award mattered. The jury had historical licensing figures, evidence separating the base license from support and maintenance charges, the parties’ agreements, expert testimony, and Ford’s own expert’s acknowledgement that the lower figure was a reasonable starting point. The existence of a conceivable additional cost therefore did not establish that the verdict lacked a legally sufficient foundation.
A Clarification, Not a New Rule
The modified language should not be read as creating a new “beyond dispute” standard for proving damages. Nor does the opinion suggest that plaintiffs may recover contract damages without establishing them with the level of certainty required by governing substantive law.
Instead, the change clarifies the distinction between the plaintiff’s burden at trial and the defendant’s burden when asking a court to take a jury verdict away after trial. Reasonable certainty in the damages proof does not require mathematical certainty, and an unresolved factual possibility does not necessarily render a jury’s calculation legally unsustainable.
That is the principal significance of the September modification. The Federal Circuit did not reconsider the underlying damages theory or announce a broader doctrinal change. It refined its explanation of why the evidentiary record was sufficient to support the jury’s award against Ford’s Rule 50 challenge.
What the Modified Opinion Leaves Unchanged
The court did not alter its principal trade-secret holdings from the May 22 opinion. Most notably, it left intact its conclusion that the Defend Trade Secrets Act and Michigan Uniform Trade Secrets Act permit recovery of unjust enrichment caused by misappropriation even when the parties previously had an extensive licensing relationship.
The court also left unchanged its rejection of Ford’s argument that liability for a combination trade secret requires proof that the defendant separately recognized every constituent element of the protected combination. Those issues remain important, but the September modification adds no new analysis to them and therefore does not warrant revisiting them at length here.
The practical consequence is that the September opinion should be understood as a clarification of the contract-damages portion of the May decision rather than a new trade-secret ruling. The broader holdings concerning unjust enrichment, reasonable royalties, and combination trade secrets continue to stand as originally announced.
Key Takeaways
The September 10 modified opinion does not change the Federal Circuit’s judgment or the substantive trade-secret rulings announced in May. Its meaningful change is confined to the court’s explanation for reinstating the $82.26 million contract verdict.
The revised wording more carefully distinguishes between Versata’s obligation to prove damages with reasonable certainty and Ford’s burden when seeking judgment as a matter of law after the jury returned its verdict. A damages calculation may contain factual uncertainties without becoming legally insufficient when the evidence still provides a reasonable and discernible path to the jury’s award.
Related Analysis
- Versata v. Ford: Federal Circuit Revives Unjust Enrichment as a Trade Secret Remedy. This earlier Technology & Information Law Blog article provides the full analysis of the May 22 opinion, including the Federal Circuit’s treatment of unjust-enrichment damages, reasonable royalties, and combination trade secrets. The present article is best read as a short update to that analysis because the September modification leaves those substantive holdings unchanged.
- OSRAM v. Renesas: Reverse Engineering Limits Trade Secret Head-Start Damages. OSRAM addresses a related damages question concerning how lawful reverse engineering can limit the period for which trade-secret head-start damages remain recoverable. Together with Versata, it illustrates how courts separate the existence of trade-secret liability from the proper economic measure and duration of resulting damages.
- Coda Development v. Goodyear: Federal Circuit Wipes Out $64M Trade Secret Verdict. Coda Development examines the evidentiary showing required to sustain a substantial trade-secret verdict, particularly with respect to identification and proof of use. It provides a useful contrast to Versata, where the modified opinion emphasizes the deference owed to a jury award when the record supplies a reasonable evidentiary route to the damages calculation.