In Versata v. Ford, the U.S. Court of Appeals for the Federal Circuit reinstated an $82.26 million jury award for Versata Software LLC against Ford Motor Company on May 22, 2026. The award had previously been reduced in a 2023 decision by the U.S. District Court for the Eastern District of Michigan, which lowered the breach of contract award from $82.3 million to a nominal $3 and cut a $22.4 million trade secret misappropriation award to $0.
Background: The Licensing Deal Behind The Dispute
The litigation stems from two licensing agreements between Ford and Versata: a 2004 $10.95 million “Master Subscription and Services Agreement” (“MSSA”) for Versata to develop vehicle configuration software for Ford, and a $14.95 million supplemental agreement later entered for Versata to provide additional support and labor services. Following failed licensing extension negotiations in 2014, Ford released their own vehicle configuration software that was developed while the original MSSA was still active. Versata claims Ford’s new software misappropriates the “Automotive Configuration Manager” (“ACM”) software, three separate “combination” trade secrets that were developed and licensed to Ford during the agreement period.
District Court Reduces Jury Awards
After Ford sought a declaratory judgment in district court, Versata filed counterclaims on theories of breach of contract and misappropriation of trade secrets under both the Defend Trade Secrets Act (“DTSA”) and the Michigan Uniform Trade Secrets Act (“MUTSA”). At trial, Versata’s damages expert proposed three models under the instructed “reasonable royalty” scheme: one calculated the damages solely on the parties’ prior licensing history and was admitted; two separate models were rejected for factoring in the value Ford derived from their misappropriation under an unjust enrichment theory.
In 2023, a jury found Ford breached the MSSA and misappropriated Versata’s ACM combination trade secret; Versata was awarded $82,260,000 for the breach of contract claim and $22,386,000 for the misappropriation of trade secrets claim, based solely on the parties’ prior licensing history.
Following the jury’s verdict, Ford moved for a judgment as a matter of law regarding the damages award and their overall liability; the U.S. District Court for the Eastern District of Michigan upheld the verdict. However, the court found multiple issues with the damage awards. For the trade secret damages, the court decided there was no reliable way to determine how long it necessarily took Ford to develop their own version of the ACM software, and thus impossible to calculate a fair damages award, reducing the $22.4 million award to $0. Similarly, the court decided Versata did not present enough evidence for the breach of contract claim, leaving no way for the jury to reasonably calculate the damages with certainty. The $82.26 million award was reduced to $3 in nominal damages.
Versata later appealed, challenging the court’s jury award reductions as well as the exclusion of their damage models that included unjust enrichment considerations.
Federal Circuit Reinstates the $82 Million Award
On appeal, the Federal Circuit in Versata v. Ford reinstated the $82.26 million breach of contract award, holding that Versata did present the requisite evidence for the jury to calculate accurate damages with reasonable certainty. The combination of Versata and Ford’s expert testimony, explaining the difference between the base $10.95 million MSSA and the modified addendum including support services requirements, painted a clear enough picture to the jury for a proper calculation to be reached, compensating Versata for the roughly seven and a half years Ford used the misappropriated trade secrets. The key fact is that a damage award must not be met with mathematical certainty but rather reasonable certainty; the evidence presented at trial reached this burden.
Unjust Enrichment Revives the Trade Secret Damages
The Federal Circuit also vacated the district court’s decision to completely eliminate the $22.4 million damage award for misappropriation of trade secrets. The court explained that the statutory language of both the federal and Michigan trade secret protection legislation specifically allow recovery for unjust enrichment. While the district court relied on precedent that allows licensing history to preclude an unjust enrichment award, the Federal Circuit disagreed with this interpretation. The court explained that allowing for an unjust enrichment model to be used only when an exact measurement of damages cannot be reached – here, the value of the prior licensing agreements – is inaccurate because unjust enrichment recovery is explicitly included in both the DTSA and the MUTSA. The Federal Circuit agreed with decisions reached by other U.S. Circuit Courts that recognized the availability of unjust enrichment damages; the Federal Circuit held that these considerations should have been factored into the damage calculations.
What Versata v. Ford Means Going Forward
The Federal Circuit remanded for a new trial regarding the trade secret misappropriation damages. Additionally, the district court was instructed to reconsider the previously excluded “reasonable royalty” damage models presented by Versata, factoring unjust enrichment considerations into the prior licensing history calculations.
For trade secret plaintiffs, the practical lesson is to develop and preserve multiple damages theories from the outset. Versata nearly lost a $22 million award because the district court boxed its recovery into a single licensing-history royalty. By confirming that the DTSA and MUTSA give plaintiffs a statutory right to pursue unjust enrichment — and that a court cannot categorically foreclose it — the Federal Circuit aligned with the Sixth, Tenth, and Eleventh Circuits and handed plaintiffs a strong basis to resist early efforts to narrow their damages case. Expert testimony that supports unjust enrichment, reasonable royalty, and actual-loss models keeps the full range of recovery on the table through trial.