The U.S. Court of Appeals for the Federal Circuit recently issued an opinion in Versata Software, LLC v. Ford Motor Company, Nos. 2024-1140, -1206, -1234 (May 22, 2026), overturning the district court’s damages rulings and ordering a new trial on trade secret damages.
Versata developed vehicle configuration software for Ford, including an Automotive Configuration Manager (ACM), under a Master Subscription and Services Agreement (MSSA). When the MSSA expired, Ford released its own competing software, PDO, developed while licensing Versata’s tools. Ford sought a declaratory judgment that it did not misappropriate Versata’s trade secrets. Versata counterclaimed for breach of contract and misappropriation under the Defend Trade Secrets Act (DTSA) and the Michigan Uniform Trade Secrets Act (MUTSA), alleging Ford misappropriated three interdependent “combination” trade secrets comprising the ACM—Grid, Buildability, and Workspaces.
Before trial, the district court excluded Versata’s damages expert and limited recovery to a reasonable royalty model tied solely to the parties’ licensing history, precluding any pursuit of unjust enrichment damages. The court admitted only one of Versata’s three Georgia-Pacific models. The jury awarded $22.4 million in trade secret damages and $82.3 million for breach of contract. Post-trial, the court granted Ford’s JMOL motion, reducing trade secret damages to $0 and contract damages to $3. Versata appealed, and Ford cross-appealed.
The Federal Circuit reversed on damages. First, the Court held that the district court erred in categorically precluding unjust enrichment damages, emphasizing that both the DTSA and MUTSA expressly permit recovery of “damages for any unjust enrichment caused by the misappropriation.” The Court found persuasive authority in tother Circuit court decisions recognizing unjust enrichment as a distinct remedy. The Court thus vacated trade secret damages and remanded for a new trial at which Versata may pursue its previously excluded damages models.
Second, the Court reinstated the full $82.3 million contract verdict. Versata’s counsel presented three base figures—$17 million, $14.95 million, and $10.95 million per year—multiplied by 7.5 years of breach. Because the jury’s award of approximately $10.97 million per year fell within this range, the Court concluded the jury had a “discernible path to properly calculate damages.”On Ford’s cross-appeal, the Court affirmed trade secret liability, rejecting Ford’s argument that Versata needed to prove Ford knew the exact elements of the combination trade secrets. Neither statute requires such a showing, and the Sixth Circuit had already rejected a similar argument in Caudill Seed.
