Infinity Capital LLC v. Francis David Corp.

Summary

We

Holdings

1. The forfeiture clause is an unenforceable penalty because EMS treated the clause as a remedy for breach, not as a condition on residual income, and the clause fails the penalty analysis under Ohio law.
2. The nonsolicitation provision is ambiguous, and the district court's interpretation (barring only solicitations that reduce EMS business) is not clearly erroneous.
3. The district court erred by using the wrong monthly residual income figure ($133,000 instead of $127,896.62) and by failing to consider costs when calculating damages.

Questions Presented

1. Whether the forfeiture clause is an unenforceable penalty under Ohio law.
2. Whether the nonsolicitation provision is unambiguous and bars all solicitations of EMS merchants.
3. Whether the district court erred in calculating damages by failing to consider costs and using the wrong monthly residual income figure.

Disposition

other