Extract to table

23 million in liquidated damages must be dismissed as a matter of law

3d 373, 380 (2005) (reaffirming the Truck Rent-A-Center two-part test and emphasizing that both prongs must be satisfied)

3d at 380 (emphasizing that the stipulated amount must be "a reasonable measure of the anticipated probable harm")

This standard requires more than speculation or conjecture; the claimant must demonstrate a "stable foundation for a reasonable estimate of the damage incurred as a result of the breach

While the reasonable certainty requirement is principally a standard of proof applicable at trial, it also imposes constraints at the pleading stage: a plaintiff must plead sufficient facts to make its lost profits claim "plausible on its face

2015) (holding that a lost profits claim must be supported by factual allegations sufficient to satisfy the Twombly/Iqbal plausibility standard)