OPINION OF THE COURT
        	GREENBERG, Circuit Judge.
                                       TABLE OF CONTENTS
                 PAGE
          I.  BACKGROUND                                                           1162
              A.       FACTUAL HISTORY                                             1162
              B.       PROCEDURAL HISTORY                                          1165
         II.  STANDARD OF REVIEW                                                   1166
        III.  WITCO'S APPEAL                                                       1167
              A.       TORTIOUS INTERFERENCE                                       1167
              B.       BREACH OF CONTRACT                                          1172
              C.       COMPENSATORY DAMAGES                                        1174
                       1.  Fed.R.Evid. 701                                         1175
                       2.  Damages not Proven with Reasonable Certainty            1176
              D.       MISCONDUCT BY LIGHTNING LUBE'S COUNSEL                      1178
                       1.  Mistrial                                                1178
                       2.  Refusal to Allow Kramer to Testify                      1180
                       3.  Limiting the Witnesses' Testimony                       1180
                       4.  General Prejudice Claim                                 1181
         IV.  LIGHTNING LUBE'S CROSSAPPEAL                                         1182
              A.       FRAUD                                                       1182
                       1.  Nondisclosure of Intent to Compete                      1183
                       2.  Misrepresentation of Intent to Fulfill the Contract     1186
              B.       RICO                                                        1187
                       1.  Section 1962(a)                                         1187
                       2.  Section 1962(b)                                         1189
                       3.  Section 1962(c)                                         1191
                       4.  Section 1962(d)                                         1191
              C.       PUNITIVE DAMAGES                                            1192
                       1.  Ratification or Authorization                           1193
                       2.  Payback Schedule                                        1194
                       3.  CoverUp                                                 1194
                       4.  WitcoAvis Venture                                       1194
                       5.  Credit Hold                                             1195
                       6.  Source of Oil Fraud                                     1195
                       7.  Glady's Activities                                      1196
                       8.  Counterclaim                                            1196
          V.  CONCLUSION                                                           1200

These appeals arise from a civil action brought in the United States District Court for the District of New Jersey, in which a quick-lube franchisor, Lightning Lube, Inc. t/a Laser Lube (Lightning Lube), obtained a jury verdict for approximately $11.5 million in compensatory damages and $50 million in punitive damages against its motor oil supplier, Witco Corporation (Witco). Lightning Lube accused Witco of breaching its supply agreement and destroying Lightning Lube's relationship with its franchisees to benefit a competing quick-lube business that Witco had started with Avis Services, Inc. (Avis). Witco's actions allegedly caused Lightning Lube's existing franchisees either to abandon it or to hold back payment of royalty fees and resulted in large numbers of prospective franchisees never opening Lightning Lube centers. As a result, Lightning Lube lacked the cash flow necessary to continue operating and its owner, Ralph Venuto, was forced to sell its assets to another company for far less than their true worth.

Lightning Lube asserted six claims against Witco, but at the end of the trial, only four remained in the case: (1) breach of contract; (2) fraud and misrepresentation; (3) intentional interference with contracts and prospective contractual advantage; and (4) punitive damages. At the conclusion of a three-month trial, the jury returned a verdict of liability on all four counts, though not on every claim within each count. The jury, however, found in favor of Witco on counterclaims to recover payment for unpaid charges for equipment and oil. Thereafter Witco moved for judgment as a matter of law or, in the alternative, for a new trial. The district court granted the motion in part and denied it in part in a comprehensive opinion dated September 2, 1992. See Lightning Lube, Inc. v. Witco Corp., 802 F.Supp. 1180 (D.N.J.1992). In its opinion, the district court granted judgment and, alternatively, a new trial, on two of the fraud claims on which separate verdicts for $1.0 million each had been returned and on the punitive damages claims, but denied Witco judgment or a new trial on Lightning Lube's third fraud claim, on which no damages had been awarded, and on Lightning Lube's claims of tortious interference with economic relations and breach of contract. The court, therefore, left intact approximately $9.5 million of the approximately $61.5 million that the jury originally had awarded to Lightning Lube.

Witco now appeals from the district court's order of September 2, 1992, to the extent it denied Witco's motion as to the tortious interference and breach of contract claims. Lightning Lube cross-appeals from the district court's grant of judgment and a conditional new trial to Witco on Lightning Lube's fraud and punitive damages claims. It also appeals from the district court's pretrial order of February 19, 1991, granting summary judgment to Witco on Lightning Lube's RICO claims.1 For the reasons discussed below we will affirm the district court's orders in their entirety.

We have jurisdiction pursuant to 28 U.S.C. Sec. 1291. The district court had subject matter jurisdiction pursuant to 28 U.S.C. Secs. 1331 (the RICO claims) and 1332 (all other claims). The parties are in agreement that New Jersey law governs the state law claims.

To the extent that the facts at trial were in dispute we state them in the light most favorable to the verdict winner, i.e, Lightning Lube on the complaint and Witco on its counterclaim for nonpayment for equipment and oil. From late 1985 until 1989, Lightning Lube was a quick-lube franchisor. Consumers go to a quick-lube center to have oil changes and related services performed on their vehicles in approximately ten minutes. As part of its franchise agreements, Lightning Lube agreed to provide oil, equipment, site-selection assistance, training, and marketing assistance to its franchisees in exchange for royalty and advertising fees. Lightning Lube grew out of the business of third-party defendant Automotive Management Systems, Inc., a franchisor of transmission and brake and muffler facilities run by the third-party defendant Ralph Venuto. Venuto and another person founded Lightning Lube in 1985, but in June 1986, Venuto bought out his partner's interest, and became the sole owner of the company.

From June 1986 to August 1987, Witco,2 through a division called Kendall Refining Company,3 sold motor oil to Lightning Lube and provided Lightning Lube franchisees with oil dispensing equipment. The Kendall division refines petroleum from its own wells and from other sources for use as automotive motor oil. Witco instituted a program for quick-lube national accounts and independent quick-lube operators, whose participants could purchase Kendall oil at a discount. Under this program, Witco would supply a quick-lube operator with lubrication dispensing equipment on loan, free of charge, on the condition that the operator sold Kendall oil through the equipment in a specified minimum quantity. Witco could repossess the equipment if the operator did not adhere to the minimum-use requirement.

In April and May 1986, Ralph Venuto met with representatives of Witco to discuss the possibility of Lightning Lube becoming a Witco quick-lube national account. At these meetings Venuto inquired whether Witco, in a departure from the industry norm, would consider loaning Lightning Lube money to purchase the lube equipment instead of loaning Lightning Lube the equipment itself. Venuto desired to buy his own equipment because he did not want to be obligated to use Kendall oil at a fixed price and quantity. At the time of his discussions with Witco, Venuto also was negotiating with another oil refiner, Valvoline Oil Co. (Valvoline). According to Venuto, Valvoline ultimately offered to lend him $15,000 per center, to be repaid at 10% interest within 5 years, so that he could buy equipment and supply oil to his franchisees.

Eventually, however, when Witco agreed to Venuto's proposal that it loan him the money to buy equipment, Venuto decided to go with Witco rather than Valvoline. As Venuto explained at trial, Witco promised him real estate financing as well as a better interest rate on the money it lent him for the equipment and what he regarded as a better quality of oil--100% Pennsylvania crude oil--than Valvoline offered.

On May 9, 1986, Venuto and Witco reached an agreement providing for Witco to lend Venuto money to purchase his own equipment, which he agreed to repay within five years, at six percent interest. Witco would retain ownership of the equipment during the payout period. Lightning Lube would be billed directly for the oil and then in turn would bill its franchisees for the product they purchased. Witco promised that it would charge Lightning Lube the lowest available price for the oil, which would be 100% Pennsylvania crude oil. Finally, Witco agreed to share the cost of signs promoting both Kendall oil and Lightning Lube. The benefit for Venuto under this agreement was that once Lightning Lube paid for the equipment it would not be obligated to purchase any particular amount of Kendall oil, and thus could purchase product from other suppliers.

Under its agreements with its franchisees, after it received the equipment from Witco, Lightning Lube rented the equipment to its franchisees at $35 per week for five years on the condition that the franchisees sell only oil products purchased from Lightning Lube. The agreements provided that Lightning Lube would retain ownership of the equipment. In addition, Lightning Lube was to receive 7% of the gross sales of each Lightning Lube franchise as a royalty fee and 4% of its gross sales as an advertising fee.

In June 1986, Witco began supplying Lightning Lube's franchisees with oil and equipment. The franchisees placed orders for motor oil with Lightning Lube which Witco distributors delivered directly to the franchisees. Soon after it commenced, however, the relationship between Witco and Lightning Lube began to dry up. In the first place, although Venuto made a request for a payback schedule for the equipment, Witco failed to provide a complete schedule for more than a year. Venuto complained that without such a schedule he could not pay for the equipment or prove to the franchisees that Lightning Lube had purchased the equipment, rather than rented it.

Disputes also arose between the two companies over the payments for oil and equipment. At various times during 1986 and 1987, Lightning Lube fell more than 90 days behind in its oil payments. As a result, in November 1986, Witco placed Lightning Lube on a one-month product hold, during which Lightning Lube could not buy motor oil from Witco, though Lightning Lube's franchisees could purchase oil directly from Witco at the same national account price Witco charged Lightning Lube. Lightning Lube's repeated failures to pay for its oil on time resulted in further product holds in 1987. Furthermore, in January 1987, when Lightning Lube became delinquent in its equipment payments, Witco advised Venuto that Lightning Lube would have to pay in advance for equipment installed at new locations.

During the period of the Witco-Lightning Lube relationship, numerous franchisees that had opened quick-lube shops either terminated their relationships with Lightning Lube or held back royalty payments, and others that had purchased Lightning Lube franchises decided not to open at all. From 1985 to 1987, Lightning Lube sold over 170 franchises. Yet, in total only between 30-40 franchisees actually opened. Ultimately, the failure of these franchisees either to open or to continue with Lightning Lube led to a cash shortage that crippled Lightning Lube's business. The reason that these franchisees and prospective franchisees ended their relationship with Lightning Lube was the critical issue at trial.

According to evidence presented by Witco, the franchisees terminated their relationship with Lightning Lube because Lightning Lube failed to honor its advertising obligations, did not assist in locating sites, and did not provide promised financial assistance. Some of these franchisees filed suits against Lightning Lube charging it with fraud, violations of the New Jersey Consumer Fraud Act, breach of contract, and other misdeeds.

Lightning Lube, however, presented evidence that Witco was responsible for the dissatisfaction and defection of the franchisees. Lightning Lube attributed its difficulties in servicing its franchisees to a cash shortage caused by franchisees terminating their agreements and demanding refunds or by their underpaying royalty fees. In Lightning Lube's view, Witco, by failing to provide a complete equipment payback schedule for more than a year, caused the franchisees to doubt whether Lightning Lube owned the equipment. Witco salespersons fanned these doubts by informing the franchisees that Witco, and not Lightning Lube, owned the equipment and that Witco would confiscate the equipment unless the franchisees agreed to defect from Lightning Lube. Rumors that Lightning Lube did not own the equipment and that its franchisees could lose their equipment were repeated at franchisee meetings in September and December 1986, and they led to several defections immediately after these meetings. Lightning Lube further claimed that Witco salespersons also destroyed franchisee confidence in Venuto by offering them free equipment and cheaper oil than Lightning Lube sold and by telling them that Venuto was "ripping them off."

Given his problems with Witco, as early as February 1987, Venuto began negotiating with Valvoline to lend him money for his payments to Witco and to replace Witco as Lightning Lube's supplier. Lightning Lube and Valvoline did not reach an agreement, and sometime in the middle of 1987, Venuto began negotiating with P & M Oil, an Exxon distributor. In August 1987, Venuto terminated his relationship with Witco and began using Exxon oil. As a consequence, the remaining Lightning Lube franchisees began selling Exxon's product. Nevertheless, Witco did not remove its equipment from the Lightning Lube franchises.

According to Lightning Lube, the arrangement for Exxon oil came too late to cure the damage committed by Witco. As a consequence of Witco's actions, Lightning Lube lacked the capital to service those franchises still under contract, which in turn led to more franchisee dissatisfaction. Finally, what Lightning Lube regarded as its "death blow" came in October 1987 when, in response to Lightning Lube's filing this suit against it, Witco filed several counterclaims, one of which alleged that Lightning Lube had defrauded both Witco and its own franchisees by selling Kendall oil at a price in contravention of its agreement with Witco. Lightning Lube claims that Witco knew this claim had no factual basis. Nonetheless, Lightning Lube believed that it was required to disclose the allegation of fraud to prospective franchisees, a revelation which made it impossible for Lightning Lube to sell any more franchises. By July 1988, Lightning Lube's sales manager resigned due to the futility of trying to attract new franchisees. In the fall of 1989, Venuto sold Lightning Lube's remaining assets to Shamrock Energy Corporation for a price allegedly far below their true value.

According to Lightning Lube, Witco had two motives for trying to destroy Lightning Lube: first, Witco wanted to bypass Venuto to ensure that the franchisees purchased only Kendall oil; second, Witco wanted to benefit a new venture that it had started with one of Lightning Lube's competitors. In December 1986, Avis and Witco announced that they had reached an agreement providing that Witco, through a new subsidiary, Witco Realty Company, would form a partnership with a subsidiary of Avis, Avis Lube, Inc., a quick-lube competitor of Lightning Lube. The partnership, K & A Lube Properties, would finance the purchase of real estate and building construction for Avis Lube sites. The sites then would be leased to Avis Lube franchisees. Those Avis Lube centers which accepted Witco financing would be obligated to use Kendall oil and assorted products for 90% of their needs. In essence, then, Witco would be financing quick-lube centers which would compete with Lightning Lube. Throughout the trial, Witco maintained that negotiations between Witco and Avis did not begin until August 1986, and that the agreement was reached only in December of that year. Lightning Lube, however, contended that Witco and Avis had reached an informal agreement as early as April 1986, before Witco and Lightning Lube reached their agreement.

The timing of the Avis-Witco agreement was a key to Lightning Lube's case, because if the agreement had been reached prior to the Witco-Lightning Lube agreement, it could explain Witco's conduct toward Lightning Lube. Lightning Lube believed that Witco knew all along that it would form a partnership in the quick-lube business with Avis. Yet, it was very expensive to start a quick-lube franchise chain from the ground up. Accordingly, Lightning Lube believed Witco and Avis conspired to steal Lightning Lube's franchisees to save on the start-up costs. Thus, Lightning Lube contended that Witco in furtherance of this goal entered into its agreement with Lightning Lube in May 1986 in order to discover Lightning Lube's trade secrets and to gain access to its franchisees, whom it eventually could strip away.

On August 10, 1987, Lightning Lube filed this suit against Witco and Avis in the United States District Court for the District of New Jersey, asserting that they had engaged in a corporate campaign and conspiracy to destroy Lightning Lube. The complaint, as amended on May 8, 1989, alleged that Witco: (1) breached its agreement to provide Lightning Lube with motor oil, equipment, reimbursement for joint signs, and a payback schedule for the money Witco loaned Lightning Lube to purchase its equipment; (2) committed fraud by misrepresenting its intent to fulfill its contract with Lightning Lube, misrepresenting the source and quality of the oil it supplied, and failing to disclose that it intended to compete against Lightning Lube through a partnership with Avis; (3) intentionally interfered with Lightning Lube's relations with its franchisees and prospective franchisees; (4) unfairly competed against Lightning Lube through its partnership with Avis; (5) conspired with Avis to violate the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. Sec. 1962(a)-(d); and (6) committed price discrimination in violation of the Robinson-Patman Amendment to the Clayton Act, 15 U.S.C. Sec. 13. In addition to the RICO allegations, the complaint included Avis as a defendant to all the other causes of action on the basis of its status as Witco's "partner, principal and joint venturer." The complaint sought compensatory, punitive, and treble damages as well as interest, costs, attorney's fees, and injunctive relief.

Witco filed an answer which denied liability and asserted counterclaims and third-party claims against Lightning Lube, Ralph and Carol Venuto, and Automotive Management Services, Inc. for the nonpayment for oil and equipment delivered to Lightning Lube.4 Significantly, the counterclaims also included a charge that Lightning Lube had defrauded its franchisees by overcharging them for oil it purchased from Witco. Avis also filed an answer.

By an opinion and order dated November 27, 1990, the district court granted summary judgment to Avis on all the non-RICO claims. On February 19, 1991, the court granted Witco's and Avis's motion for summary judgment on the RICO claims and dismissed Avis from the case. The remaining claims against Witco were tried before a jury between February 3, 1992, and May 1, 1992. At the close of Lightning Lube's case, Witco moved for judgment as a matter of law pursuant to Fed.R.Civ.P. 50(a). The district court granted Witco's motion only with respect to the unfair competition and Robinson-Patman discrimination claims. At the close of all the evidence, Witco renewed its motion for judgment, and the district court reserved decision.

On May 4, 1992, the jury returned a verdict for Lightning Lube on almost all of its remaining claims. Specifically, in response to comprehensive interrogatories, the jury awarded Lightning Lube $2.5 million for breach of contract based on Witco's failure to provide an equipment payback schedule; $18,340 for breach of contract based on Witco's failure to provide advertising and sign allowances; $1 million for fraud based on Witco's failure to disclose its intention to enter the quick-lube market as a competitor of Lightning Lube; $1 million for fraud based on Witco's intention not to honor the agreement at the time it was entered; and $7,045,500 for tortious interference with Lightning Lube's relations with its franchisees and prospective franchisees. The jury also determined that Witco had committed fraud by misrepresenting that it would supply Lightning Lube with 100% Pennsylvania crude oil, but found that Lightning Lube sustained no injury from this misrepresentation. The jury further found that Witco did not breach its contractual obligation to sell motor oil to Lightning Lube at the lowest available price. The jury also awarded Lightning Lube punitive damages of $50 million on the fraud and tortious interference claims without a breakdown between them. However, the jury found for Witco on its counterclaim that Lightning Lube was indebted to it for payments due for equipment and oil.5

Witco filed a posttrial motion for judgment as a matter of law or, in the alternative, for a new trial. On September 2, 1992, the district court granted Witco's renewed motion for judgment as a matter of law on the two fraud claims, for which the jury had awarded damages, and the punitive damages claim. See Lightning Lube, Inc. v. Witco Corp., 802 F.Supp. at 1203. In the alternative, the district court conditionally granted Witco a new trial on these fraud and punitive damage claims so that if its judgment as a matter of law were reversed there would be a new trial on those claims. Id. The district court, however, denied Witco's motion for judgment or a new trial on the tortious interference and breach of contract claims and also denied Witco's motion on Lightning Lube's claim of misrepresentation of the source and quality of the oil. Id. Witco appeals from the partial denial of its motion except as to the portion dealing with the source and quality of the oil. Lightning Lube cross-appeals, requesting that we reinstate the jury verdict on the fraud and punitive damage claims and reinstate the RICO claims on which the district court granted Witco summary judgment. Lightning Lube does not appeal from the district court's orders dismissing Avis from the case.

We exercise plenary review of an order granting or denying a motion for judgment as a matter of law and apply the same standard as the district court. Wittekamp v. Gulf & Western Inc., 991 F.2d 1137, 1141 (3d Cir.1993). Such a motion should be granted only if, viewing the evidence in the light most favorable to the nonmovant and giving it the advantage of every fair and reasonable inference, there is insufficient evidence from which a jury reasonably could find liability. Id. In determining whether the evidence is sufficient to sustain liability, the court may not weigh the evidence, determine the credibility of witnesses, or substitute its version of the facts for the jury's version. Fineman v. Armstrong World Indus., Inc., 980 F.2d 171, 190 (3d Cir.1992), cert. denied, --- U.S. ----, 113 S.Ct. 1285, 122 L.Ed.2d 677 (1993). Although judgment as a matter of law should be granted sparingly, a scintilla of evidence is not enough to sustain a verdict of liability. Walter v. Holiday Inns, Inc., 985 F.2d 1232, 1238 (3d Cir.1993). "The question is not whether there is literally no evidence supporting the party against whom the motion is directed but whether there is evidence upon which the jury could properly find a verdict for that party." Patzig v. O'Neil, 577 F.2d 841, 846 (3d Cir.1978) (citation omitted) (quotation omitted). Thus, although the court draws all reasonable and logical inferences in the nonmovant's favor, we must affirm an order granting judgment as a matter of law if, upon review of the record, it is apparent that the verdict is not supported by legally sufficient evidence.

We review the district court's order ruling on a motion for a new trial for abuse of discretion unless the court's denial is based on the application of a legal precept, in which case the standard of review is plenary. Rotondo v. Keene Corp., 956 F.2d 436, 438 (3d Cir.1992). Finally, we exercise plenary review of the order granting summary judgment to Witco on Lightning Lube's RICO claims. Coar v. Kazimir, 990 F.2d 1413, 1416 (3d Cir.1993), petition for cert. filed, 62 U.S.L.W. 3060 (U.S. July 9, 1993) (No. 93-62).

We begin with Witco's argument that Lightning Lube failed to establish sufficiently its tortious interference claim. Under New Jersey law the five elements of a claim of tortious interference with a prospective or existing economic relationship are: (1) a plaintiff's existing or reasonable expectation of economic benefit or advantage; (2) the defendant's knowledge of that expectancy; (3) the defendant's wrongful, intentional interference with that expectancy; (4) the reasonable probability that the plaintiff would have received the anticipated economic benefit in the absence of interference; and (5) damages resulting from the defendant's interference. Fineman, 980 F.2d at 186; Printing Mart-Morristown v. Sharp Elecs. Corp., 116 N.J. 739, 563 A.2d 31, 37 (N.J.1989). In formulating this definition of the cause of action, New Jersey courts have relied on the Restatement (Second) Torts Secs. 766A and 766B. See, e.g., Printing Mart-Morristown, 563 A.2d at 37; Norwood Easthill Assocs. v. Norwood Easthill Watch, 222 N.J.Super. 378, 536 A.2d 1317, 1319 (App.Div.1988).

"An action for tortious interference with a prospective business relation protects the right 'to pursue one's business, calling, or occupation free from undue influence or molestation.' " Printing Mart-Morristown, 563 A.2d at 36 (quoting Louis Kamm, Inc. v. Flink, 175 A. 62, 66 (N.J.1934)). Although businesses have the right to compete fairly with one another, that right does not extend to actions taken with the malicious purpose of harming a competitor's business. Thus, "[w]hat is actionable is '[t]he luring away, by devious, improper and unrighteous means, of the customer of another.' " Id. (quoting Louis Kamm, Inc., 175 A.2d at 66); see also Association Group Life, Inc. v. Catholic War Veterans, 120 N.J.Super. 85, 293 A.2d 408, 415 (App.Div.1971) (in determining whether interference is actionable, jury must find defendant's conduct "both injurious and transgressive of generally accepted standards of common morality or law"), modified, 61 N.J. 150, 293 A.2d 382 (1972); Perlman, Interference with Contractual and Other Economic Expectancies: A Clash of Tort and Contract Doctrine, 49 U.Chi.L.Rev. 61, 78 n. 88 (1982) (citing New Jersey as an example of a jurisdiction "extend[ing] liability to cases where the defendant's actions are not independently unlawful" but are rendered "tortious solely because the intent, the result, or both were to disrupt a particular contractual relationship").

Lightning Lube predicated its tortious interference claim on allegations that Witco salespersons induced its franchisees to defect by: threatening to remove equipment; offering free equipment with the knowledge that Lightning Lube had contracts with the franchisees to supply equipment; defaming Venuto; offering to sell oil directly to the franchisees without telling Venuto; and intentionally delaying the delivery of a complete equipment payback schedule to Lightning Lube so as to raise doubts in the franchisees' minds as to whether Lightning Lube owned the equipment. Lightning Lube further alleged that Witco drove away prospective franchisees by asserting a counterclaim that accused Lightning Lube of fraud when Witco knew that there was no basis for such a claim.6

Though it essentially concedes that the acts attributed to the salespersons, if they occurred, were improper, Witco denies that Lightning Lube demonstrated an injury by reason of these acts. New Jersey law requires that a plaintiff alleging tortious interference with existing or prospective advantage present proof that but for the acts of the defendant, the plaintiff "would have received the anticipated economic benefits." Printing Mart-Morristown, 563 A.2d at 37. See also Fineman, 980 F.2d at 186.7 Witco argues that the evidence does not satisfy this standard, inasmuch as none of the witnesses testified that the franchisee relationship with Lightning Lube was severed because of anything Witco had done. But Witco concedes that there was testimony describing franchisee meetings held in September and December 1986, at which some Lightning Lube franchisees stated that Lightning Lube did not own the equipment, and that after these meetings approximately 14 franchisees terminated relations with Lightning Lube. However, Witco maintains that Lightning Lube failed to link these defections with any statements attributed to Witco salespersons. We disagree, as Lightning Lube did adduce sufficient evidence to permit a reasonable jury to conclude that these defections and others as well resulted from Witco's tortious statements.

In support of its claim of tortious interference, Lightning Lube offered the testimony of three Lightning Lube franchisees, Barry Vangarelli, Joseph Craig, and Alan Fischer, who recounted being threatened with the loss of their equipment if they did not leave Lightning Lube. Vangarelli testified that William Corwin, Witco's district sales manager, visited his shop in June 1987, and told him that if he were to use any other oil than Kendall, he ran the risk of having his equipment repossessed. "He said if you run in other kind of motor oil through your reel equipment, he said don't be surprised that if somebody won't walk in your door from [Witco] and dismantle it from your ceiling." Vangarelli also testified that Corwin told him that he was "being ripped off" by Venuto. Corwin promised him free equipment, stating that "if you walk away from Ralph and deal directly with me and [Witco], we'll come in, we'll put new reel equipment in for you and there won't be anymore rental charge."

Witco argues that Vangarelli's testimony does not show that Corwin's activities damaged Lightning Lube because Vangarelli remained a Lightning Lube franchisee through the trial. Yet Witco ignores Vangarelli's testimony that as a result of his conversation with Corwin he "lost trust in the Laser Lube concept" and that he discouraged approximately 25 to 35 prospective franchisees from signing up with Venuto. Vangarelli claims to have told them "not to get involved with it [Lightning Lube]. I felt I was being ripped off, the same would happen to them." Although on cross-examination, Vangarelli admitted that he had other problems with Venuto, unrelated to Witco, a jury reasonably could have believed that Witco's conduct influenced Vangarelli to discourage prospective franchisees. Indeed, Vangarelli testified that he began discouraging prospective franchisees only after Corwin spoke with him. Vangarelli also testified that soon after his conversation with Corwin, he stopped paying royalty fees to Venuto, at least in part because Corwin's comments affected his view of Venuto. "[Corwin] told me that I was being ripped off by [Venuto] and it sounded logical at the time."

Craig testified that he initially worked for Venuto as Lightning Lube's director of operations, and then considered becoming a franchisee himself. He claimed that a visit by Corwin changed his mind. Corwin offered him a deal if he were to go independent. The deal included the same Kendall oil at a cheaper price, free equipment, and signage and advertising dollars. Craig further testified that Corwin claimed that Witco was going to cut off Venuto. Corwin testified that but for these comments he would have joined Lightning Lube and that he repeated this information to other Lightning Lube franchisees. Craig also testified that after the December franchisee meeting, at which "every one in the room" was concerned that Venuto did not own the equipment, eight franchisees terminated their agreements with Lightning Lube.

Fischer testified that Corwin offered cheaper oil to him and that he was threatened with repossession of his equipment. Witco points out that Fischer did not leave Lightning Lube. However, Fischer testified that as a result of Corwin's comments, he underreported the number of cars on which he did lube jobs, thus reducing royalties to Venuto. "[Corwin's comments] had some bearings on my thoughts about the [Lightning Lube] organization." Fischer also testified that he repeated this information to other Lightning Lube franchisees, whom he specifically identified at trial.

Viewing this evidence in the light most favorable to Lightning Lube, we conclude that it has produced at least that minimum quantum of evidence required to show that Witco damaged it. Based on the testimony of these three witnesses, a jury reasonably could have inferred that rumors at the September and December franchisee meetings--that Lightning Lube did not own the equipment--arose from Corwin's threats and misrepresentations. The jury further could have inferred that Corwin's threats and offers of better deals injured Lightning Lube because the franchisees who heard these comments held back royalties and repeated them to other franchisees at the 1986 meetings, which resulted in fewer people opening Lightning Lube centers or paying franchise fees. Indeed, Venuto testified that after the September and December 1986 franchisee meetings, sales contracts for new franchisees decreased. Furthermore, he testified that in 1987 and 1988, following these franchisee meetings, Lightning Lube's cash flow situation became very bad as growing numbers of franchisees withheld royalty payments. "Everybody stopped paying me ... we were just completely cash poor." This reduction of Lightning Lube's cash flow, according to Venuto, made it "almost impossible" for him to sell new franchises and to serve properly the existing ones. In sum, notwithstanding Witco's assertions to the contrary, the evidence permitted a jury to conclude that Witco's tortious acts damaged Lightning Lube.

In seeking to avoid this conclusion, Witco argues that Lightning Lube has failed to establish that it would have signed up the prospective franchisees without Witco's interference. In this regard it points to our opinion in Fineman, 980 F.2d at 195, in which we held that a plaintiff's claim of tortious interference with prospective relations, based on the theory that a defendant ruined his future prospects as a consultant by injuring his reputation, failed because he had not demonstrated a reasonable prospect of attaining future business. However, we find proof of whether the prospective franchisees would have signed up with Lightning Lube unnecessary to sustain the jury's verdict in this case. Lightning Lube established that it already had sold over a hundred franchises in its first year of existence, but only a fraction of these centers actually opened. This evidence, in conjunction with the testimony that existing franchisees withheld royalty payments, permitted the jury to conclude that Witco injured Lightning Lube by causing the loss of income from these existing franchisees, irrespective of whether the prospective franchisees would have joined Lightning Lube. Thus, unlike the plaintiff in Fineman, who predicated his claim solely on the lost potential for future business, Lightning Lube presented the jury with evidence of current business with which Witco interfered.

Witco next argues that whatever the propriety of his acts, Corwin did not have an improper intent because he merely intended to make sure that the franchisees used Kendall oil, which is not inconsistent with their remaining with Lightning Lube. We reject this argument. The above testimony makes clear that Corwin not only tried to ensure that the franchisees used Kendall oil, but also tried to lure them away from Lightning Lube through devious and improper means.

Finally, Witco argues that Lightning Lube failed to prove that Corwin specifically intended to interfere with the franchisees other than the three people with whom he directly spoke. Witco reads New Jersey law to require that a plaintiff alleging tortious interference with multiple agreements establish the defendant's specific intent to interfere with each of these agreements. Thus, in Witco's view, in order to recover for the destruction of its business, Lightning Lube was required to demonstrate that Corwin desired that the franchisees who heard his comments repeat them to others. We disagree with this reading of New Jersey's tort law.

It is true that a plaintiff seeking to recover for tortious interference must show that the defendant specifically intended to interfere with that plaintiff. See Fineman v. Armstrong World Indus., Inc., 774 F.Supp. 225, 250-51 (D.N.J.1991) (finding under New Jersey law that individual plaintiff's claim of tortious interference must be dismissed because he did not show a specific intent to interfere with his contracts; rather he showed only that defendant intended to interfere with plaintiff's company's contracts), aff'd in part, rev'd in part on other grounds, 980 F.2d 171 (3d Cir.1992), cert. denied, --- U.S. ----, 113 S.Ct. 1285, 122 L.Ed.2d 677 (1993); Restatement (Second) of Torts Sec. 766, comment p ("[t]o subject the actor to liability under this rule, his conduct must be intended to affect the contract of a specific person"). From this precept, it is axiomatic that a defendant cannot be liable for interfering with a contract of which he or she was unaware. See, e.g., Trump Taj Mahal Assocs. v. Construzioni Aeronautiche Giovanni Agusta, S.p.A., 761 F.Supp. 1143, 1164 (D.N.J.1991), aff'd, 958 F.2d 365 (3d Cir.) (table), cert. denied, --- U.S. ----, 113 S.Ct. 84, 121 L.Ed.2d 47 (1992). We also assume arguendo8 that third-party plaintiffs may not recover for tortious interference unless they are parties to the contract that the defendant sought to disrupt. See Glass Bottle Blowers Ass'n v. National Bottle Co., 584 F.Supp. 970, 972 (E.D.Pa.1983) (applying Pennsylvania law and Restatement in dismissing complaint of third party plaintiffs because they were not parties to the contract interfered with); Restatement (Second) of Torts Sec. 766.

In those cases which require knowledge of the specific contract and prohibit third parties from recovering for tortious interference, the defendant did not intend to harm the suing parties. Here, however, Witco did intend to harm Lightning Lube in regard to its contractual relations; at most it did not intend the magnitude of harm which resulted. Witco essentially argues that even if Corwin intended to interfere, he did not intend the extent of consequential damages which resulted, inasmuch as he desired to steal only three of the franchisees who eventually abandoned Lightning Lube. Yet, once it is established that a defendant in a case of tortious interference specifically intended to harm a particular plaintiff, at least with respect to a particular category of contracts, it is appropriate for the trier of fact to consider whether the resulting consequential damage to that plaintiff was a proximate result of the defendant's conduct, not whether the defendant specifically intended to cause the extent of harm suffered. See, e.g., Norwood Easthill Assocs., 536 A.2d at 1319-20 (discussing proximate cause with reference to consequential damages). As the Restatement suggests, courts will imply an intent on a defendant's part to harm the plaintiff to whatever extent such harm proximately resulted from defendant's tortious interference:

[I]f there is no desire at all to accomplish the interference and it is brought about only as a necessary consequence of the conduct of the actor engaged in for an entirely different purpose, his knowledge of this makes the interference intentional.

Restatement (Second) of Torts Sec. 767, comment d (emphasis added). For this reason, we do not think that whether a defendant specifically intended to interfere with one contract involving a plaintiff or many is the determinative issue. Rather, once a plaintiff establishes the defendant's knowledge of the contracts at issue and the defendant's intent to harm the plaintiff with respect to some of these contracts, the relevant issue as to liability is whether the injury which followed was the proximate result of the alleged interference.9

The district court's holding in Fineman, does not lead us to reach a different result. In that case, the principal of a company brought an action for tortious interference both on his own behalf as an individual, and on behalf of the company. The district court held that even if the plaintiff had established a viable claim with respect to his company, he had not shown that the defendant intended to interfere with the plaintiff's potential contracts. 774 F.Supp. at 251. But unlike the situation here, in Fineman the financial injury alleged as to the plaintiff was different from that alleged as to the company; the defendant purportedly caused the company to lose one type of customer, and the plaintiff another. Id. In the present case, however, Corwin is alleged to have done the same type of harm to Lightning Lube no matter which contracts he specifically intended to disrupt. Furthermore, in Fineman the individual plaintiff was not a party to the corporate contract that the defendant disrupted and he had not demonstrated any viable potential contracts. Here, Lightning Lube was a party to all the existing contracts with which Corwin interfered, and Lightning Lube has demonstrated the concrete possibility of attracting additional franchisees.

Although to our knowledge the New Jersey courts have not had an occasion to consider directly a fact pattern similar to ours, we believe our approach is consistent with New Jersey law. Therefore, we think that if presented with this case, the Supreme Court of New Jersey would hold that if Corwin wrongfully intended to interfere with Lightning Lube's relations with the three existing or potential franchisees to whom he spoke and he reasonably could foresee that this interference also would cause Lightning Lube to lose other franchisees, he need not have intended specifically for all of that damage to have occurred in order for Witco to be liable for the entire injury. Evidence of both Corwin's specific intent with respect to the three persons to whom he spoke, two franchisees and one potential franchisee, and of the consequences that directly flowed from his conduct in regard to them suffices to impose full liability upon Witco for the consequences which followed.

In this case, we are satisfied that Lightning Lube's proof meets the standard to support the liability imposed. Corwin clearly intended to interfere with Lightning Lube's business relations with Vangarelli, Craig, and Fischer. Even disregarding Lightning Lube's allegation that Witco's management schemed to destroy Lightning Lube, we believe sufficient proof exists that Corwin, as evidenced by his conduct in connection to these three franchisees or potential franchisees, wished to strip away Lightning Lube's franchisees, through devious and improper means, if only to ensure that they bought more Kendall oil. Inasmuch as Corwin wished to interfere with three of Lightning Lube's existing or potential franchisees, the jury could have concluded that he intended to interfere with many more for there was nothing unique about the franchise contracts of the three individuals he approached. We also believe that a jury reasonably could infer, given Corwin's regular interaction with Lightning Lube's franchisees and his expertise in the business, that at the time of his tortious conduct, he knew of the existence of the other franchisees and reasonably could foresee that the people he spoke with would repeat his comments, with the result that Lightning Lube would lose more business. We therefore find that both prongs of this test have been satisfied: Corwin intended to harm this plaintiff and the harm of which Lightning Lube complains proximately resulted from Corwin's conduct. Accordingly, we will affirm the district court's order denying Witco's motion for judgment on this claim.

Concurrent with its motion for judgment as a matter of law on the tortious interference claim, Witco moved, in the alternative, for a new trial, asserting that the jury's verdict on this claim was against the weight of the evidence. The district court denied this motion for the same reasons it denied the motion for judgment. See Lightning Lube, Inc. v. Witco, 802 F.Supp. at 1192. We do not believe that the district court abused its discretion in this regard and thus we will affirm the denial of this motion as well.

In its contract claim, Lightning Lube alleged that Witco breached their agreement by: (1) not selling motor oil to Lightning Lube at the lowest available price; (2) delaying in providing a payback schedule, which damaged Lightning Lube because it could not prove to its doubting franchisees that it owned the equipment it rented to them; and (3) not reimbursing Lightning Lube for joint sign costs. The jury found that Witco did provide Lightning Lube with the lowest price available for motor oil, but that it breached its obligations on the payback schedule and sign fees. The jury therefore awarded Lightning Lube $2.5 million in damages for the delay in providing a payback schedule and $18,340 for the sign costs.

Witco's challenge to the jury's award of $2.5 million in regard to the payback schedule, rather than disputing the liability determination, addresses the sufficiency of the evidence sustaining the damage award.10 In this regard, it argues that Lightning Lube failed to adduce sufficient evidence that Witco could have contemplated at the time of contracting that its breach of contract in not providing a payback schedule to Lightning Lube on a timely basis would damage Lightning Lube in excess of $2 million by ruining its business.11 Witco maintains that it was not reasonably foreseeable or contemplated by the parties on May 9, 1986, when Lightning Lube and Witco reached their agreement, that if for some reason Witco did not provide Lightning Lube with a payback schedule for more than a year, the franchisees would know that Lightning Lube did not have a payback schedule; that as a consequence the franchisees would lose faith in Lightning Lube; and that the payback schedule would have provided sufficient proof of Lightning Lube's ownership of the equipment to mollify the franchisees.

The district court did not consider the merits of Witco's foreseeability argument because Witco failed to include this point in either its motion for judgment as a matter of law filed at the close of Lightning Lube's case, or in its renewal of the motion at the close of all the evidence. In order to preserve an issue for judgment pursuant to Rule 50(b), the moving party must timely move for judgment as a matter of law at the close of the nonmovant's case, pursuant to Rule 50(a), and specify the grounds for that motion. Fed.R.Civ.P. 50(b). "Absent a motion in accordance with Federal Rule of Civil Procedure 50(a), judicial reexamination of the evidence abridges [a party's] right to a trial by jury." Fineman, 980 F.2d at 183. Thus, we will not consider the merits of the foreseeability argument that Witco presses on appeal unless we are satisfied that Witco sufficiently preserved it in the district court.

Witco first urges that it did raise this issue in its Rule 50(a) motion, when it argued that "[t]here is no evidence that plaintiff sustained any damages as a result of Witco's alleged breach of contract either as to price of oil or as to the equipment." We disagree with this assertion. A motion for judgment as a matter of law pursuant to Rule 50(b) must be preceded by a Rule 50(a) motion sufficiently specific to afford the party against whom the motion is directed with an opportunity to cure possible defects in proof which otherwise might make its case legally insufficient. Acosta v. Honda Motor Co., 717 F.2d 828, 831-32 (3d Cir.1983). Witco's Rule 50(a) motion raised arguments exclusively of proximate causation, and did not put Lightning Lube or the court on notice that Witco was proceeding under the contract law of foreseeability. Thus, Witco's motion would have alerted Lightning Lube as to deficiencies of proof only in so far as Witco contended that its delay in transmitting the payback schedule did not cause the franchisees to defect. However, it did not put Lightning Lube on notice that it might not have adduced insufficient proof that Witco could have foreseen such a result.

Witco next argues that it preserved the foreseeability argument by making a motion in limine to exclude certain expert testimony. In seeking to exclude the testimony, Witco argued that Lightning Lube's alleged damages for breach of contract were unforeseen and uncontemplated at the time of contract. The district court held:

I do not find it to be within the scope of a motion in limine to make a determination of what was and was not contemplated by the parties during their contract negotiations. I will not rule on the foreseeability of plaintiff's alleged damages. That determination is best left to the jury to be ascertained at trial.

JA 523. Citing to our holding in Repola v. Morbark Indus. Inc., 934 F.2d 483, 488-89 (3d Cir.1991), Witco argues that an in limine argument on which the court has not made a ruling preserves an issue for a Rule 50(b) motion.

In Repola the plaintiff, after sustaining a severe injury from a woodchopper machine, brought a products liability suit against the manufacturer and the seller of the machine under common law negligence and New Jersey statutory law. On the first day of trial, counsel for the seller initiated "a somewhat confusing exchange between counsel and the court ... which can only be described as a motion in limine, to dismiss the separate negligence cause of action, arguing that the statutory claim" was the sole basis for relief available under New Jersey law. 934 F.2d at 486. The district court reserved decision on the motion and never decided it in terms. At the close of the plaintiff's case, the seller moved for a directed verdict but failed to renew its objection to the negligence claim. After a finding of liability and award of separate damages on the common law count, the defendant moved for judgment notwithstanding the verdict, asserting that the statutory claim subsumed the negligence claim and that the jury's findings amount to a rejection of the statutory claim. The district court denied the motion on the ground that the defendant had failed to advance this argument when it moved for a directed verdict. On appeal, we reversed.

In so doing, we recognized that "[i]ndisputably, if an argument is raised in support of a motion in limine, the motion is denied, and the argument is not restated at the appropriate time, the argument is not preserved under Rules 50 or 51." 934 F.2d at 488 (emphasis in the original). We held "that it is an altogether different matter, however, when an argument is raised in support of a motion in limine, but the court reserves disposition of the motion and never decides it." Id. (emphasis in the original). In such circumstances, "counsel reasonably may conclude that the court has the motion under continuous advisement and that it need not be restated." Id.

This holding, however, does not help Witco. In this case Witco could not have thought reasonably that its foreseeability argument was "under continuous advisement" because the court denied its in limine motion and expressly informed the parties that it would not consider the issue, and instead would leave it to the jury to resolve. This action forewarned Witco that if it thought Lightning Lube had not adduced sufficient evidence of foreseeability, it was incumbent upon it to make a motion for judgment. We also find it significant that unlike Repola, this case involved a three-month trial, prior to which two district court judges ruled on 69 pretrial motions. It would have been foolhardy for Witco to expect the district court to have kept in mind an issue raised in an in limine motion in such a complex and lengthy litigation. Indeed, in Repola the so-called in limine motion was made during the trial and was not an evidentiary motion at all, but in essence was a motion to dismiss. We therefore find that the district court correctly ruled that Witco waived this argument. Consequently, we will not disturb the order denying Witco's motion for judgment on the breach of contract claim. The district court also denied Witco's motion for a new trial on this issue, 802 F.Supp. at 1193, and we see no reason to disturb that determination either.

Witco next argues that the district court erred in not setting aside the jury's award of compensatory damages. Because we will affirm the order of the district court granting Witco judgment as a matter of law on the fraud claims for the reasons we set forth below, the only damage verdicts that we will discuss are those of $7 million for tortious interference and $2.5 million for breach of contract. Witco advances a two-pronged challenge to these damage verdicts. First, Witco argues that Lightning Lube's principal damages evidence, Venuto's lay opinion testimony, was inadmissible under Fed.R.Evid. 701. Second, Witco argues the testimony was too speculative to sustain the damages awarded.

Prior to trial, Lightning Lube sought to qualify Venuto as an expert on the quick-lube business, but the district court on Witco's motion in limine ruled that Venuto could not testify as an expert. The court agreed, however, to allow Venuto to offer lay opinion evidence pursuant to Rule 701 concerning the damages he suffered if a sufficient foundation for the testimony could be laid. At trial Witco objected to the admission of Venuto's lay opinion but the court overruled that objection, reasoning that in view of Venuto's experience in the quick-lube business, he was qualified to predict how well Lightning Lube could have been expected to do.

During his testimony, Venuto presented a claim for $74 million in compensatory damages. He stated that these damages for the most part represented the loss of past royalties and future profits over the ten-year period from 1986 to 1996, as well as refunds he had to give to the franchisees who had terminated their agreements. Venuto limited his future damages to a ten-year period because the franchise contracts he signed were of that duration.

As to past damages, Venuto testified that in his first year he sold 117 franchises at $17,500 each and that because of terminations caused by Witco's activities he had to refund these monies, which came to a total of $2,475,000. Venuto established these damages through his testimony and that of his bookkeeper, which showed that he spent approximately $500,000 out of his own pocket and was indebted for $2 million in promissory notes to reimburse the franchisees.

Venuto calculated future profits in two ways. First, he calculated the profits he would have earned on the 117 franchise contracts that he actually sold. Venuto predicted that after four years in business each center would have been generating $28,000 in royalty fees. Given this calculation, plus the money the franchisees would have earned in the first four years, Venuto predicted that he would have earned $XX-XXX-XXX in future profits from the 117 existing contracts through 1996. Next, Venuto calculated the lost profits on the franchises he expected to have sold. Based on projections he developed with an accounting firm when he was planning to take the company public, Venuto predicted that he would have sold 370 more franchises over the ten-year period, that all of them would have opened (37 a year), and that he would have earned $XX-XXX-XXX from these franchises using the formula discussed above.

Venuto further testified that he based his determination of profits on his low operating costs. Although Venuto did not compare his operation to other lube franchises such as Jiffy Lube or Grease Monkeys, he did compare it to the profit and costs projections of Avis Lube contained in a document made by Witco and obtained by Lightning Lube through discovery. Venuto went down the costs line by line, explaining why his operation was cheaper to run than Avis's and thus why he would make the anticipated profits.

It appears that the jury apportioned Venuto's past damages, ($2.5 million) under breach of contract, and his claims of future damages ($7 million) under tortious interference. It is quite clear from the record that there is ample support for the past damages. Thus, we will discuss only whether Lightning Lube has demonstrated its entitlement to an award of $7 million in future lost profits.

If the witness is not testifying as an expert, the witness' testimony in the form of opinions or inferences is limited to those opinions or inferences which are (a) rationally based on the perception of the witness and (b) helpful to a clear understanding of the witness' testimony or the determination of a fact in issue.

As we have recognized previously, "[t]he modern trend favors the admission of [lay] opinion testimony, provided that it is well founded on personal knowledge and susceptible to specific cross-examination." Teen-Ed, Inc. v. Kimball Int'l, Inc., 620 F.2d 399, 403 (3d Cir.1980). Venuto thus was not required to qualify as an expert to offer opinion testimony concerning Lightning Lube's lost profits. Id. (accountant's personal knowledge of plaintiff's balance sheets sufficient to qualify him as a lay witness eligible under Rule 701 to testify as to calculation of lost profits); Joy Mfg. Co. v. Sola Basic Indus., Inc., 697 F.2d 104, 110-12 (3d Cir.1982) (district court abused its discretion in striking nonexpert opinion testimony rationally based on witness's personal knowledge).

Witco argues that Lightning Lube failed to satisfy either of Rule 701's prerequisites for establishing a foundation for Venuto's lay opinion testimony. Witco first contends that the testimony was not based on Venuto's perceptions because he relied on the reports of an accountant. However, Venuto testified that he personally participated in making that report, a fact which Witco conceded at trial when it sought to exclude the accountant's damage report on the ground that Venuto and not the accountant formulated the projections. Thus, Witco's previous admissions belie its present argument. In any event, given Venuto's knowledge and participation in the day-to-day affairs of his business, his partial reliance on the report, even if prepared by an outsider, does not render his testimony beyond the scope of Rule 701. As the district court correctly noted, "[i]t is logical that in preparing a damages report the author may incorporate documents that were prepared by others, while still possessing the requisite personal knowledge or foundation to render his lay opinion admissible under Fed.R.Evid. 701." Lightning Lube, Inc. v. Witco, 802 F.Supp. at 1193.

Next, Witco argues that Venuto's damages testimony with respect to lost profits was not helpful to the jury because it bore no relation to the operating history of Lightning Lube's franchisees and thus was speculative. It is true that "[a]n opinion based on false assumptions is unhelpful in aiding the jury in its search for the truth, and is likely to mislead and confuse." Wilkinson v. Rosenthal & Co., 712 F.Supp. 474, 479 (E.D.Pa.1989). See generally Daubert v. Merrell Dow Pharmaceuticals, Inc., --- U.S. ----, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993). But, as we explain below in regard to the sufficiency of the future damages evidence, we have determined that at least some of Venuto's assumptions were valid. His testimony thus was helpful to the jury. Given the broad discretion accorded to the district court concerning the admission or exclusion of testimony, we therefore cannot conclude that the district court erred in admitting Venuto's testimony.

2. Damages Not Proven With Reasonable Certainty

Even if the damage testimony was admitted properly, Witco argues that the evidence in this case did not permit a damage award for lost profits. According to Witco, the lost profits claimed were speculative because Venuto did not offer any documentary evidence comparing his operation to those of his competitors, did not discuss the market conditions for quick-lube centers generally, did not assess the impact of the stock market crash of 1987 on the likelihood of whether Lightning Lube would have gone public, and did not consider the impact of the 1990-91 recession on lube sales generally. More importantly, Witco argues that Venuto did not base his prediction of lost future profits on the number of cars processed by Lightning Lube in the past, but instead speculated that the number of cars serviced would increase every year. Thus, in Witco's view there was no basis for the conclusion that the franchisees would continue in business for the full ten-year term of their agreements, that more franchisees would join the chain, and that the franchisees would reap a substantial profit in the ten-year period even though none of them had been in existence for more than a year when the alleged tortious conduct began.

In assessing the merits of this argument, we must bear in mind two principles. First, it is well-settled in New Jersey that although the plaintiff bears the burden of proving that it has in fact been damaged, Sandler v. Lawn-A-Mat Chem. & Equip. Corp., 141 N.J.Super. 437, 358 A.2d 805, 814 (App.Div.), certif. denied, 71 N.J. 503, 366 A.2d 658 (1976), after the plaintiff has established an injury, it need prove the amount of damages only to a reasonable degree of certainty. Tessmar v. Grosner, 23 N.J. 193, 128 A.2d 467, 472 (1957). Thus, once the plaintiff proves it has been damaged, it need not prove the amount of those damages with precision. "Where a wrong has been committed and damages have resulted, mere uncertainty as to the amount of damages will not preclude a recovery even though proof of the amount of damages is inexact." Viviano v. CBS, Inc., 251 N.J.Super. 113, 597 A.2d 543, 551 (App.Div.1991), certif. denied, 127 N.J. 565, 606 A.2d 375 (1992).

Additionally, New Jersey no longer adheres to its "new business rule" which, as embodied in several older New Jersey cases, indicated that lost profits of a new business are too remote and speculative to permit an award of damages. See, e.g., Weiss v. Revenue Bldg. Loan Ass'n, 116 N.J.L. 208, 182 A. 891 (1936); Adrian v. Rabinowitz, 116 N.J.L. 586, 186 A. 29 (Sup.Ct.1936). In In re Merritt Logan, Inc., 901 F.2d 349, 357-58 (3d Cir.1990), we predicted that the New Jersey Supreme Court would abandon the "new business rule" in favor of permitting the recovery of such damages if proven with reasonable certainty. Shortly thereafter, the New Jersey Supreme Court confirmed this prediction in Perini Corp. v. Greate Bay Hotel & Casino, Inc., 129 N.J. 479, 610 A.2d 364, 379 (1992), in which that court, in permitting a renovated casino to recover lost future profits as a new business, cited In re Merritt Logan. While we recognize that Perini involved damages awarded in an arbitration, we believe that the Supreme Court of New Jersey would apply its holding to trials in court as well.

Applying these principles to this case, we conclude that Lightning Lube established the amount of damages to a reasonable certainty. While it may be that Venuto's testimony could not have sustained an award of $70 million in future lost profits, nonetheless the jury could have concluded reasonably that Lightning Lube would have earned $7 million over the ten-year period.

In challenging this assessment, Witco argues that Venuto's estimate of $28,000 in expected royalties per center after four years was unrealistic, because each center would have to handle 50 cars a day to reach that number, and there was no evidence to show that any of Lightning Lube's centers achieved that kind of business during its existence. While this argument may be true, the jury did not have to accept Venuto's projection of $28,000 to reach its award.12 The jury could have concluded that in its first year Lightning Lube received approximately $333,200 in total royalties.13 Venuto testified that he had sold over 170 contracts, but only 35-40 franchises actually opened because of Witco's tortious acts. In order to reach its award of lost profits the jury thus could have assumed that if 34 existing franchisees provided Lightning Lube with $333,200 in royalties, Lightning Lube merely would have had to get several more of those already sold to open and then achieve only a modest growth over its centers' first year rate of quick-lube jobs. Such an estimate is very conservative, considering Venuto's testimony, and bears some relation to the facts to which he testified. Thus, the jury need not have assumed that Lightning Lube would have sold more contracts or that its franchisees each would have generated $28,000 in royalties a year.

Additionally, the jury may have found Venuto's projections of future profits particularly credible because he testified without contradiction that in its first year of operations, the profitability and growth of Lightning Lube surpassed his projections. Actual first-year revenue per franchisee was 40% higher than Venuto had expected. Having found his earlier projections to have been conservative, the jury may have believed that his future projections merited great weight as well. See In re Merritt Logan, Inc., 901 F.2d at 358 (in considering sufficiency of lost profits testimony, court found it noteworthy that plaintiff's sales in first week actually exceeded its projections).

It is also notable that, contrary to Witco's assertions, Venuto did account for the effect of the recession when he explained that it would not reduce the number of automobiles on the road in need of oil maintenance. From his testimony, the jury could have inferred reasonably that although the recession would have prevented consumers from purchasing new cars, they still would need to obtain quick-lube jobs for their current vehicles. In fact, a Witco document expressly projected increased lube sales on the assumption that older vehicles needed more oil maintenance than newer cars. Thus, it would have been reasonable for the jury to conclude that if the recession forced consumers to retain their current automobiles, they would require more lube jobs. In this regard, the jury also heard testimony that quick-lube centers in general were expected to continue to grow because of the increase in self-service gasoline stations and the withdrawal of the oil companies from providing complete automobile service.

There also was testimony that Lightning Lube was the fastest growing quick-lube franchise in the United States. In the Delaware Valley it was larger than Jiffy Lube, the largest quick-lube franchisor in the country. Furthermore, even disregarding Venuto's testimony there was other testimony to support an inference that Lightning Lube had a value of at least $7 million, because Tom Peppelman, of P & M Oil, the Exxon supplier, testified that in August 1987 he had considered paying that amount to purchase Lightning Lube.

Given the relative liberality of New Jersey damages law, we therefore think Lightning Lube has satisfied its burden in establishing the amount of its damages. We recognize that in our analysis we are not basing an award of lost profits solely on the past year's performance as we did in In re Merritt Logan Inc. In that case, the plaintiff produced evidence that it exceeded a contemplated figure of $130,500 in weekly sales before the defendant breached its contract. It then projected that it would have continued to make this amount of sales absent the breach. Here, however, we are determining that the record supported not only a conclusion that Lightning Lube would have continued to make $333,200 in royalties but that it would have more than doubled its revenues. Although this conclusion might appear to be somewhat speculative, in light of this record, we find the award is supported adequately.

In its final challenge, Witco contends that the district court erred in its treatment of misconduct by Lightning Lube and its trial counsel, Steven Kramer. More specifically, Witco focuses on attempted witness tampering by Kramer. During the course of the trial, Kramer contacted Robert Roe and Rufus Knowlin, former Lightning Lube franchisees, who were going to testify against Venuto, and Irving Pollack, whose wife was a Lightning Lube franchisee and who was also expected to testify adversely to Lightning Lube.

Kramer telephoned Pollack and told him that it would not be in his wife's interest to testify against Lightning Lube, because if Lightning Lube won it would pay the franchisees to whom Venuto owed money out of the award. Kramer further threatened that if his wife testified adversely to him and he lost, Venuto would sue her. Kramer approached Robert Roe in the bathroom of the courthouse, prior to Roe's testimony, advising him that Venuto intended to pay his promissory note to Roe if Lightning Lube won. Finally, Kramer telephoned Rufus Knowlin, saying he wanted to discuss a settlement of franchise fees which Knowlin owed.

When the district court became aware of these tactics, it conducted a voir dire of these witnesses outside the presence of the jury. All of the witnesses denied that Kramer's overtures had intimidated them and claimed that they would not change their expected testimony. Indeed, all three testified adversely to Lightning Lube at the trial. Following the voir dire, the district court found:

Mr. Kramer's approach to the witnesses was done to improperly influence their testimony adversely to Witco. The circumstances surrounding his approach to the witnesses, the timing of opening settlement discussions of a witness's claim against Lube on the eve of trial and Mr. Knowlin's own evaluation of Mr. Kramer's conduct all serve to depreciate Mr. Kramer's dissembling disavowal of an errant motive.

802 F.Supp. at 1201 n. 10. But based on the demeanor of the witnesses, the district court further determined that "there is no indication that their testimony was 'chilled' or altered by Mr. Kramer's importuning them." 802 F.Supp. at 1201.

Witco moved for an immediate mistrial or, in the alternative, for permission to call Kramer to the stand before the jury to examine him about his contacts with the witnesses. The district court denied both motions. However, it permitted the three witnesses to testify about what Kramer told them, although not what they perceived to be his intentions. The district court also instructed the jury that it could infer, based on Kramer's conduct, that Lightning Lube did not have confidence in its case. See Newark Stereotypers' Union v. Newark Morning Ledger, 397 F.2d 594, 599 (3d Cir.1968) (recognizing that "an attempt by a litigant to persuade a witness not to testify is properly admissible against him as an indication of his own belief that his claim is weak or unfounded or false"), cert. denied, 393 U.S. 954, 89 S.Ct. 378, 21 L.Ed.2d 365 (1969).

Witco now argues, as it did before the district court in seeking a new trial, that the district court should have granted a mistrial, or at the very least permitted Witco to call Kramer as a witness and examine the three witnesses as to their perceptions of what Kramer intended when he contacted them.

We do not ignore the seriousness of Kramer's attempt to interfere with opposing witnesses. This conduct threatened to undermine the integrity of the trial proceedings and demonstrated a complete disregard of his obligations as an officer of the court. However, in considering the district court's refusal to grant a mistrial because of this misconduct, we must keep in mind our limited scope of review. Our standard of review with respect to the grant of a new trial for prejudicial conduct by counsel is deferential. Fineman, 980 F.2d at 207. "We recognize that the trial judge has considerable discretion in determining whether conduct by counsel is so prejudicial as to require a new trial." Draper v. Airco, Inc., 580 F.2d 91, 94 (3d Cir.1978) (citations omitted). The trial judge is entrusted with wide discretion " 'because he is in a far better position than we to appraise the effect of the improper [conduct] by counsel.' " Fineman, 980 F.2d at 207 (quoting Reed v. Philadelphia, Bethlehem & New England R.R. Co., 939 F.2d 128, 133 (3d Cir.1991) (citations omitted)). When measured against this deferential standard, the district court's refusal to grant a mistrial did not constitute an abuse of discretion.

It is clear that no prejudice resulted to Witco from Kramer's attempted witness tampering, inasmuch as the witnesses themselves claimed under oath not to have felt intimidated; they testified adversely to Lightning Lube; and the district court made an express finding based on their demeanor that their testimony did not seem to have been altered by Kramer's overtures. Furthermore, we find it significant in assessing the risk of any prejudice to Witco that the witnesses testified before the jury as to the attempted witness tampering and the district court instructed the jury that it could draw an adverse inference against Lightning Lube based on this testimony. Thus, if anything, Witco benefitted from Kramer's conduct, inasmuch as it received the opportunity to damage his credibility and that of his client in front of the jury.

Additionally, Witco has not explained what benefit that it legitimately hoped to gain from a mistrial. Once the factor of possible prejudice is discarded, Witco's only argument is that because, after the lawsuit began, Lightning Lube issued promissory notes to many of the franchisees, telling them explicitly that they would be paid out of any judgment,14 a mistrial would have enabled Witco to investigate whether Venuto or Kramer was responsible for the refusal of a number of former franchisees to testify or even be interviewed. But as the district court accurately noted, Witco knew prior to trial that many former Lightning Lube franchisees possessed promissory notes from Lightning Lube. Thus, Witco had ample opportunity during discovery to investigate whether prospective witnesses had been intimidated or inhibited by either Kramer or Venuto. Witco's speculation, which it raised only at trial, that Venuto may have dissuaded other witnesses from testifying favorably to Witco, does not support the grant of a mistrial. We therefore will defer to the district court's judgment that a mistrial was unnecessary.152. Refusal to Allow Kramer to Testify

Witco also argues that the district court's refusal to allow Kramer to testify about the allegations of witness tampering is grounds for a new trial. We reject this argument for the same reasons as discussed above. Considering that the court gave a jury instruction adverse to Lightning Lube's case and that the witnesses testified about the tampering, which, as the district court put it, exposed the jury to "the full flavor of what transpired," it is difficult to imagine how Witco was prejudiced by the failure of Kramer to testify. Because we find that Kramer's testimony was not critical to Witco's case, we also hold that the court was well within its discretion not to disqualify Kramer from representing Lightning Lube in this case.

Witco argues that Kramer's cross-examination of these witnesses was fraught with leading questions which it likened to testimony that matched his credibility against theirs. But the district court found that Witco had ample opportunity to explore the witnesses' responses to Kramer's cross-examination and thus was not prejudiced. Accordingly, we will defer to the trial judge's assessment.

Witco argues that the district court handicapped its examination of the three witnesses by preventing it from asking them what they thought Kramer meant when he spoke with them. Witco claims that Kramer, in his cross-examination of the witnesses, convinced the jury of his good intentions because in his out-of-court encounters he carefully had avoided asking explicitly that the witnesses not testify or slant their testimony. According to Witco, the effect of that "bit of disingenuousness" could have been vitiated only by asking each witness what he understood Kramer was communicating. Thus, only by permitting lay opinion testimony pursuant to Fed.R.Evid. 701 could Kramer's credibility be evaluated properly. Relying on our holding in United States v. Dicker, 853 F.2d 1103, 1109 (3d Cir.1988), the district court held that the witnesses' interpretation of what they thought Kramer meant was inadmissible because his statements, as recounted to the jury, were clear.

In United States v. De Peri, 778 F.2d 963, 977-98 (3d Cir.1985), we held that a police officer's explanations of cryptic remarks made in tape recorded conversations between drug traffickers were admissible under Fed.R.Evid. 701 because they rationally were based on his perception of the conversation and helpful to the trier of fact. In Dicker, however, we explained that De Peri did not authorize the admission of all opinion testimony regarding the substance of a recorded or recalled conversation. Rather, such testimony is admissible only to assist in the jury's interpretation of coded portions of the conversation. 853 F.2d at 1109. But we held that where the statements are clear, such opinion testimony is not helpful to the trier of fact and is inadmissible under both Rules 701 and 702. Thus, under the facts of that case, we found that a customs agent should not have been allowed to interpret a defendant's potentially legitimate reference to export certificates as "phony documents" when the reference was clear and straightforward.

Similarly, in this case, regardless of what Kramer intended by his comments to the three witnesses, the comments, as recounted by those witnesses, were in themselves clear and straightforward, and thus we cannot say that the district court erred in holding that they did not need clarification by way of the witnesses' interpretations. The testimony of the witnesses accurately conveyed to the jury Kramer's words, which strongly suggested Kramer's intent to influence them and which further suggested Kramer's lack of confidence in Lightning Lube's case. Thus, even without the witnesses' lay opinion as to Kramer's intent, the jury was very likely to draw inferences from the witnesses' testimony against Lightning Lube. In addition, the court's special instruction to the jury advising it that any such negative inferences which it might make would be permissible, as well as Witco's closing argument, mitigated any remotely arguable prejudice to Witco.4. General Prejudice Claim

Aside from its contention that it is entitled to a new trial because of Kramer's attempted witness tampering, Witco also argues that the district court, having recognized that other misconduct by Kramer16 and other trial errors caused Witco enough prejudice to necessitate a new trial on punitive damages and fraud, erred in not granting a new trial on Lightning Lube's other claims on that basis. In granting a new trial on punitive damages, the district court noted that it had erred in permitting the admission of evidence from Lightning Lube of statements attributable to Witco implying that Witco filed a counterclaim against Lightning Lube merely to destroy its business. Samuel Kleger, Lightning Lube's vice-president, testified that after Lightning Lube filed suit against Witco, John Bain, a lawyer for Witco, threatened that "we'll bury you." In addition, Venuto testified that after Witco filed its counterclaim, Benjamin Liebowitz, a Witco attorney, "kind of laughed at me, says [sic], you can't sell no [sic] franchises now can you Ralph?" This evidence was offered by Lightning Lube in an attempt to demonstrate the malice and "evil minded acts" necessary to support its claim for punitive damages based on the counterclaim.

In granting Witco a new trial on punitive damages, the district court ruled that the evidence of these statements should not have been admitted over Witco's objections, because Lightning Lube failed to adduce proof that Witco ratified or authorized these statements. 802 F.Supp. at 1198-99. Furthermore, in the court's view, the statements could not have been authorized implicitly because they were not related to the management of the litigation. Id.

The district court further held that Venuto's "contrived efforts (even after judicial admonition) to appeal to the sympathy of the jury" through emotional displays inflamed the jury and provided an additional reason to set aside the punitive award. "Mr. Venuto's persistent theatrical displays--tears, raised eyebrows and facial grimaces--all done to arouse undue passion and prejudice, effectively impeded defendant's chance for a fair trial." Id. at 1200.

Additionally, in granting a conditional new trial on two of the fraud claims, the district court determined that it had erred both in giving over Witco's objection a "missing witness" charge, and in permitting Lightning Lube to argue on summation that a Witco word processor who typed the Avis-Witco partnership draft agreements was a missing witness who the jury should presume would have failed to support Witco's claim as to why the wrong dates appeared on those documents. Id. at 1190. The district court concluded that there was no such witness and that the jury could have predicated its fraud verdict on a presumption not based on evidence of record, but simply on the unfounded speculation of Lightning Lube's counsel. Id. The court also found that none of the evidence presented at trial reasonably supported Lightning Lube's Avis-Witco conspiracy theory of fraud.

Witco now argues that the prejudice from these errors spilled over into the rest of the verdict, and thus the court should have granted a new trial as to the entire case. This argument is without merit. All of these errors related to whether Witco acted with the requisite malice to entitle Lightning Lube to punitive damages, and at most were only related remotely to the question of liability on the tortious interference and contract claims. Indeed, the missing witness instruction and reference by Kramer to that "witness" during summation concerned the timing of the Avis-Witco partnership agreement, an issue germane only to the fraud claim. The missing witness error thus could not have affected the jury's deliberations on the contract and tortious interference claims. Similarly, the threatening statements by Witco's lawyers related to Witco's malice in filing the counterclaim. This issue was irrelevant to the breach of contract claim and could not have affected the jury's deliberations as to the issue of tortious interference, inasmuch as there was more than sufficient evidence to establish Witco's liability on this claim. Likewise, we believe that Venuto's conduct in trying to get sympathy from the jury would not have affected the compensatory damages award which was supported fully by the evidence.

We also note that a jury's determination of punitive damages invariably involves a much more emotional decisionmaking process than does its determination of liability and compensatory damages. In awarding punitive damages, the jury in a sense vents society's collective anger. "Punitive damages ... serve to express the community's disapproval of outrageous conduct--the 'admonitory' function." Fischer v. Johns-Manville Corp., 103 N.J. 643, 512 A.2d 466, 473 (1986). For this reason, they have been described as a " 'display of ethical indignation.' " Id. (citation omitted). Thus, it stands to reason that a jury is much more susceptible to being inflamed when considering a punitive award than it would be in formulating a liability or compensatory damages verdict. In a recent case the Supreme Court of New Jersey recognized a jury's increased vulnerability to inflammatory tactics when assessing punitive damages:

We have proceeded with an appreciation that at the core of punitive damages lurks a volatile dilemma: the same findings necessary for the award of punitive damages can incite a jury to act irrationally. A condition precedent to a punitive damages award is the finding that the defendant is guilty of actual malice. The purposes of the award--the deterrence of egregious misconduct and the punishment of the offender--when mixed with a finding that the defendant is malicious, can readily inflame an otherwise-dispassionate jury.

Herman v. Sunshine Chem. Specialties, Inc., 133 N.J. 329, 627 A.2d 1081, 1085 (1993) (citation omitted).

Given that a jury's approach when considering punitive damages is so volatile, we think it not unlikely that an evidentiary error which could prejudice a defendant in regard to the jury's determination of punitive damages, would not affect determinations on liability or the quantum of compensatory damages. For this reason, and given the record before us, we find that the district court did not abuse its discretion in concluding that, although the wrongful admission of the evidence and the misconduct by Kramer and Venuto could have inflamed the jury during its deliberation of punitive damages, they did not affect its determination of the other claims. We thus will affirm on this point.

In its cross-appeal, Lightning Lube first challenges the district court's grant of judgment as a matter of law and a conditional new trial to Witco on Lightning Lube's claims that Witco committed fraud by not disclosing its intent to compete against Lightning Lube in a joint venture with Avis and misrepresenting its intent at the time of entering into the contract with Lightning Lube not to fulfill that contract. The jury awarded Lightning Lube $1 million in compensatory damages on each of these claims. Because we will affirm the district court's grant of judgment as a matter of law on the two fraud claims, we need not address the district court's alternative holding granting a conditional new trial on them.

The elements for actionable fraud under New Jersey law are proof that the defendant made (1) a material misrepresentation of present or past fact (2) with knowledge of its falsity (3) with the intention that the other party rely thereon (4) and which resulted in reasonable reliance by plaintiff. Jewish Ctr. of Sussex County v. Whale, 86 N.J. 619, 432 A.2d 521, 524 (1981). Depending on the remedy sought, an action for fraud may be either legal or equitable in nature. Jewish Ctr., 432 A.2d at 524. A plaintiff asserting a claim of legal fraud must show that the defendant acted with scienter, id., but only need prove the elements of fraud by a preponderance of the evidence. Batka v. Liberty Mut. Fire Ins. Co., 704 F.2d 684, 688 (3d Cir.1983). In contrast, a plaintiff advancing a claim of equitable fraud need not demonstrate scienter, Jewish Ctr., 432 A.2d at 524, but must establish the other elements of fraud by clear and convincing evidence. Batka, 704 F.2d at 688. Because Lightning Lube alleged fraud to recover money damages it was required to prove that Witco acted with scienter, but it was held only to the preponderance standard as to all the elements of fraud.

The crux of Lightning Lube's nondisclosure claim was its contention that Witco and Avis already had agreed to form a joint venture, or at least were negotiating to that end, before the spring of 1986, when Lightning Lube and Witco reached an agreement. Thus, according to Lightning Lube, Witco knew before it reached its agreement with Lightning Lube that it would be competing against it. Lightning Lube asserted that had it known of the alleged negotiations between Witco and Avis, it never would have made its arrangements with Witco in May 1986. In attempting to prove the timing of the Witco-Avis agreement, Lightning Lube conceded that Avis and Witco officially announced their venture in December 1986, but it offered documents which were purportedly drafts of the partnership agreement and were dated January 1986, and April 1986, respectively. (PX 18 and 18A). The district court stated that only the cover letters on these documents were dated 1986, and that the internal pages were dated 1987. But our examination of the drafts indicates that every page of the supposed partnership drafts was dated 1986 at the lower right corner and that the cover pages were dated 1987. In addition, Lightning Lube submitted handwritten notes by Harvey Golublock, a Witco vice president, dated "4/21/86" and referring to an "April 14" draft agreement between Witco and Avis.

In an effort to contradict Lightning Lube's theory that Witco-Avis negotiations were underway as early as January 1986, Witco called Jeffrey A. Baumel, an attorney from the New York law firm of Bachner, Tally, Pollavoy and Mishin. Baumel testified that he drafted the partnership documents; that he did not join the firm as an associate until May 1986; and that he prepared the draft partnership documents from scratch based on a letter of intent (PX 591), prepared December 11, 1986, that was given to him by one of the partners. Baumel also testified that he saw nothing in the Witco file which indicated that another attorney at the firm worked on a partnership agreement between Witco and Avis before he did. Thus, he claimed that the partnership documents could not have been prepared before 1987.

Baumel did not dispute, however, that PX18 and PX18A were genuine, or that they were typed at his firm. Instead, he maintained that the dates of "1/13/86," and "4/14/86" must have been typing errors because he prepared the documents on January 13, 1987, and April 14, 1987.

Golublock initially testified during his examination by Lightning Lube that the partnership documents were typed by a word processor at Witco. But, during his cross-examination by Witco, he changed his testimony, claiming his initial statement was based on a misunderstanding of Kramer's question. He then claimed that in 1986 Witco did not have word processing capabilities and thus the drafts must have been typed at Baumel's law firm. Golublock further testified that the date on the handwritten notes was a mistake, and that he meant April 14, 1987. In order to support this claim, he pointed out that the handwritten notes refer to a center in Elmont, N.Y., that the Witco-Avis joint venture was planning to open. The notes state that the venture had just obtained a building permit. Witco's counsel showed Golublock a copy of the building permit, which was dated April 1987. Thus, Witco argued that because the permit to which the notes referred was dated 1987, the notes must have been written in that year.

In its opinion, the district cou