Closely held businesses often rely on informal understandings layered on top of written agreements: profit-sharing instead of salaries, “trigger dates” instead of immediate equity, promises that ownership or payments will “survive termination.” When those relationships fracture, the legal fight is rarely about whether something went wrong. It is about what can actually be proved—and how.

That reality is on full display in Herman v. Ewers, a December 2025 decision from Florida’s Fourth District Court of Appeal. The opinion is long, fact-dense, and procedural. But its lessons are straightforward and important for business owners, executives, and investors who find themselves in high-stakes disputes over ownership and value.

The Setup: Profit Sharing, Equity Promises, and a Falling-Out

The case arose from a transaction among experienced businesspeople in the durable medical equipment industry. Two executives agreed to work without salaries. Instead, they were promised profit-share distributions and ownership interests tied to performance benchmarks. The agreements included survival language—provisions stating that certain rights would continue even after termination.

As often happens, the business relationship soured just as the company’s fortunes appeared to improve. Access was cut off. Termination followed. Litigation ensued, with claims for unpaid profit distributions and for breach of a letter of intent that allegedly would have vested the executives with 50% ownership of the company.

At trial, the jury sided with the plaintiffs on both theories, awarding roughly $418,000 for unpaid compensation and $2.75 million for the lost ownership interest.

That verdict did not survive intact.

Employment Status Matters—More Than Parties Expect

One of the most consequential rulings in the case had nothing to do with damages. Years before trial, the court ruled—after an evidentiary hearing—that the plaintiffs were employees, not partners or owners. That determination quietly controlled much of what followed.

Because the plaintiffs were employees, the trial court limited their post-termination recovery to unpaid compensation earned during employment, notwithstanding contractual language suggesting that profit-share rights “survived” termination. On appeal, that ruling stood—not because it was obviously correct as a matter of contract theory, but because the plaintiffs failed to properly preserve and argue the issue.

The appellate court’s message is blunt: survival clauses, ownership language, and economic reality all matter, but none of it helps if the issue is not cleanly preserved and presented. Appellate courts do not rescue litigants from underdeveloped arguments.

The Core Fight: Can You Prove Business Value Without an Expert?

The most instructive part of the opinion concerns damages for breach of the ownership agreement.

The trial judge threw out the jury’s $2.75 million award by granting a judgment notwithstanding the verdict. The reason? The plaintiffs did not present expert valuation testimony fixing the company’s value at the time of the alleged breach.

On appeal, the Fourth District reversed—and in doing so clarified an issue that comes up constantly in commercial litigation: when expert testimony is required, and when it is not.

Florida law has long allowed business owners to testify about the value of their own companies. That rule has limits. When a witness starts applying industry-specific multipliers, formulas, or predictive models, the testimony crosses into expert territory and can be excluded.

Here, the plaintiffs’ own valuation testimony failed for exactly that reason. But the defendants’ testimony saved the verdict from complete collapse.

One of the owners testified—based on his actual purchase of the company in an arm’s-length transaction—that the business was worth $3.5 million. He also conceded that the company had improved significantly by the time the plaintiffs were forced out. That testimony, the appellate court held, was competent, substantial evidence of value. No expert was required.

The trial court therefore erred by wiping out the verdict entirely.

Still, Proof Has Limits: You Only Get What the Evidence Supports

That did not mean the jury’s number stood.

The appellate court drew a sharp line between some evidence of value and enough evidence to justify the amount awarded. While the owner’s testimony supported a valuation of at least $3.5 million, there was no competent evidence supporting the jury’s implied valuation of $5.5 million.

The remedy was not a do-over on liability. It was a remittitur—reducing the award to $1.75 million (half of the proven $3.5 million value), with the option of a new trial on damages only if a party objected.

This distinction matters. Courts are far more forgiving when a party proves the right theory of damages but overshoots the number than when a party completely fails to prove damages at all. Knowing that difference—and litigating accordingly—can determine whether a case ends in recovery or nothing.

Why This Case Matters to Business Owners

Herman v. Ewers is not about technicalities. It is about execution.

– Contracts must be drafted with a clear understanding of how courts will classify relationships: employee, partner, or owner.
– Survival clauses and equity language must align with regulatory and structural realities.
– Valuation evidence must be presented with precision, discipline, and strategic restraint.
– Trial strategy must anticipate not just the jury, but the appellate record.

Most importantly, this case shows why sophisticated commercial disputes are not “commodity” litigation. The difference between preserving millions of dollars in a verdict and losing it can hinge on a single evidentiary decision or a misstep in framing damages.

The Bottom Line

Business litigation is not just about being right. It is about proving the right things, in the right way, at the right time.

Cases like Herman v. Ewers are reminders that when ownership, valuation, and seven-figure exposure are on the line, you need counsel who understands contracts, valuation evidence, jury dynamics, and appellate standards—and who can navigate all of them without losing sight of the endgame.

If you are a business owner, executive, or investor facing a serious commercial dispute, this is not the place to cut corners. The cost of getting it wrong is often far higher than the cost of hiring the right lawyer at the outset.