                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 18-1808
                        ___________________________

                            Rembrandt Enterprises, Inc.

                        lllllllllllllllllllllPlaintiff - Appellee

                                           v.

                               Dahmes Stainless, Inc.

                       lllllllllllllllllllllDefendant - Appellant
                                       ____________

                    Appeal from United States District Court
                  for the Northern District of Iowa - Sioux City
                                 ____________

                          Submitted: November 13, 2018
                             Filed: February 15, 2019
                                   [Unpublished]
                                  ____________

Before BENTON, BEAM, and ERICKSON, Circuit Judges.
                           ____________

PER CURIAM.

      Rembrandt Enterprises and Dahmes Stainless entered into a multi-million dollar
agreement involving Dahmes' design, manufacture, and installation of an industrial
egg product dryer at one of Rembrandt's sites. Within months of entering into the
contract, Rembrandt stopped making progress payments to Dahmes. Thereafter,
Dahmes provided notice to Rembrandt that it considered Rembrandt to have
terminated the agreement without cause. In the resulting contract dispute between the
parties, the district court,1 applying Minnesota law, rejected Rembrandt's defense of
frustration of purpose for its failure to perform its obligations under the Agreement.
The court then calculated damages, including Rembrandt's restitution claim, among
other matters, and concluded that despite Rembrandt's breach, Dahmes owed
Rembrandt $2,795,919.45. Dahmes appeals the district court's award to Rembrandt
and seeks recovery of $724,448.55. Citing legal errors, Dahmes challenges the district
court's denial of its lost-profits damages; alternatively claims that at the very least
there were reversible factual errors; and finally argues that the court's award of
restitution to Rembrandt compounded the inequity that resulted in this case. Dahmes
additionally seeks an award of costs as the prevailing party.

      "After a bench trial, this court reviews legal conclusions de novo and factual
findings for clear error." Urban Hotel Dev. Co. v. President Dev. Grp., L.C., 535 F.3d
874, 879 (8th Cir. 2008). Dahmes erroneously maintains that the district court ruled
out lost profits as a matter of law because it applied too exacting a standard (i.e.,
"mathematical precision"), which Dahmes claims fails under a de novo standard of
review. Our review reveals, however, that the district court applied the proper legal
standard, recognizing that the lost-profits determination is a calculation proven with
reasonable, not absolute, certainty. Olson v. Rugloski, 277 N.W.2d 385, 388 (Minn.
1979).

       On the factual issue, Dahmes does not so much refute the particular evidence
relied upon by the district court in arriving at its determinations, but rather points to
additional evidence that Dahmes claims should have been more persuasive to the
district court and weighed more heavily in favor of Dahmes' claim for lost profits.
"Under the clearly erroneous standard, we will overturn a factual finding only if it is


      1
        The Honorable Leonard T. Strand, Chief Judge, United States District Court
for the Northern District of Iowa.

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not supported by substantial evidence in the record, if it is based on an erroneous view
of the law, or if we are left with the definite and firm conviction that an error was
made." Kingman v. Dillard's, Inc., 721 F.3d 613, 616 (8th Cir. 2013) (quoting
Roemmich v. Eagle Eye Dev., LLC, 526 F.3d 343, 353 (8th Cir. 2008)). Having
reviewed the trial evidence, the record as a whole, briefing on appeal, and the district
court's orders, all under the exacting2 lens afforded by our standard of review, we
affirm the judgment of the district court for the reasons explained in its thorough
opinion, including its resolutions regarding restitution and the discretionary award of
costs. See 8th Cir. R. 47B.
                         ______________________________




      2
        "To be clearly erroneous, a decision must strike us as more than just maybe or
probably wrong; it must . . . strike us as wrong with the force of a five-week-old,
unrefrigerated dead fish." Kaplan v. Mayo Clinic, 847 F.3d 988, 992 (8th Cir.)
(alteration in original) (quoting In re Nevel Props. Corp., 765 F.3d 846, 850 (8th Cir.
2014)), cert. denied, 138 S. Ct. 203 (2017).

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