JOHNSON ENTERPRISES OF JACKSONVILLE, INC., a Florida corporation, Plaintiff-Appellee-Cross-Appellant, v. FPL GROUP, INC., a Florida corporation, FPL Group Capital, Inc., a Florida corporation, and Telesat Cablevision, Inc., a Florida corporation, Defendants-Appellants-Cross-Appellees, 162 F.3d 1290

TJOFLAT, Circuit Judge: A dispute arose between the parties to a construction contract, leading to a fifteen-claim lawsuit by the contractor alleging violations of federal and state criminal statutes and Florida tort law, in addition to breach of contract. Twelve of the claims went to trial. At the close of the evidence, the district court granted judgment as a matter of law on nine of these claims. The jury thereafter returned verdicts for the plaintiff contractor totaling $5.6 million; the district court ultimately entered a final judgment totaling $5,5 million.

All parties now appeal: The plaintiff seeks the reinstatement of the claims the district court dismissed; the defendants contest the sufficiency of the evidence to support the jury’s verdicts. In this opinion, we sustain the district court’s rulings granting the defendants judgment as a matter of law, set aside the jury’s verdicts on damages and limit the plaintiffs recovery to nominal damages of one dóllar for breach of contract, and remand the case for the imposition of attorneys’ fees and costs in light of our disposition. The structure of the opinion is as follows:

Part I provides the factual background to the dispute.

Part II describes the claims brought by the plaintiff and the district court’s resolution of those claims.

Part III examines the issues raised on cross-appeal by the plaintiff. Parts IV and V examine the issues raised on appeal by the defendants.

Part VI addresses the issues of attorneys’ fees and costs. Finally,

Part VII offers some concluding thoughts. I. The legislative backdrop against which this controversy arose was the Cable Communications Policy Act of 1984 (the “Cable Act”). After describing the Cable Act’s influence on the cable television market, we discuss the parties, the construction contract, and the dispute that ultimately led to this lawsuit. A. Background — The Cable Communications Policy Act of 1984 The Cable Act deregulated rates in the cable television industry. See Cable Communications Policy Act of 1984, Pub.L.

No. 98-549, 98 Stat. 2779 (codified at 47 U.S.C. §§ 521-559) (1984) (amended 1992 and 1996). Prior to the Cable Act, municipalities generally regulated rates for “basic” cable service as a term of the franchise agreement with the cable operator. See H.R.Rep. No. 98-934, at 19, 23 (1984), reprinted in 1984 U.S.C.C.A.N. 4656, 4660. In exchange for submitting to rate regulation, cable operators were generally given monopolies — once they were granted a franchise, they would not have to compete with another cable operator for customers within the geographic region covered by their franchise. See Thomas W.

Hazlett, Duopolistic Competition in Cable Television: Implications for Public Policy, 7 Yale J. on Reg. 65, 68-69 (1990) (noting that “out of a universe of 9,010 cable systems” in 1987, “municipalities had issued only 165 multiple, overlapping franchise awards”); Michael I. Meyerson, The Cable Communications Policy Act of 198k: A Balancing Act on the Coaxial Wires, 19 Ga.L.Rev. 543, 552 n. 57 (1985) (stating that “over 99% of the cable systems do not face direct competition from another cable system for subscribers”).

The Cable Act affected this model by curtailing the power of municipalities to regulate rates for the provision of basic cable service. The initial effect of this deregulation was to allow incumbent cable operators to extract the monopoly profits previously unavailable to them. See Albert K. Smiley, Regulation and Competition in Cable Television, 7 Yale J. on Reg. 121, 121 (1990). The long-term effect of rate deregulation, however, was supposed to be competition in the cable television market.

Cable companies would now have an incentive to acquire franchises in areas being serviced by an incumbent cable operator and to “overbuild” the incumbent’s system by constructing a second cable system, thereby enabling them to compete with the incumbent cable operator for subscribers. B. The Parties It was against the backdrop of the Cable Act that FPL Group, Inc. (“Group”), a pub-lically-owned holding company, sought to enter the cable television business. Group acquired all of the common stock of the Florida-based Telesat Cablevision, Inc. (“Telesat”) in 1985.

Group subsequently formed FPL Group Capital, Inc. (“Capital”), as a wholly owned subsidiary corporation, and transferred its shares in Telesat to Capital. Before its acquisition by Group, Telesat was a private cable company — that is, it provided cable television service to multiple-unit dwellings, such as condominiums and apartment complexes, via satellite dish antennas. Because Telesat usually used satellite dish antennas located on the grounds of the housing unit to provide this cable service, it was not necessary that Telesat install cable on public rights-of-way.

It was thus not necessary for Telesat to obtain cable franchises from the local government. After Group acquired Telesat, Telesat took steps to acquire such franchises. In the spring and summer of 1986, Telesat applied for and received six franchises throughout Florida. In each case, an incumbent cable operator was servicing the franchise area; thus, Telesat applied for these franchises with the stated intent of overbuilding the existing system. At this time, Tele-sat decided to use one independent contractor to perform all of its construction work.

After considering the qualifications of at least nine companies, Telesat selected Johnson Enterprises of Jacksonville, Inc. (“JEJ”). C. The Agreement The initial contract between Telesat and JEJ, signed on August 21, 1986 (the “1986 Contract”), was for an indefinite term and was subject to cancellation by either party without cause on sixty days notice. It was drafted by JEJ’s attorney.

The key provision of that contract, entitled “Non-exclusive Contract; Right of First Refusal,” read: The parties agree that this is a non-exclusive contract for the construction of Systems throughout the State of Florida, that is, [Telesat] may employ other contractors to do work similar to the work performed by [JEJ] and [JEJ] may perform such work for other [cable system developers], as long as not working in the same franchised area with the exception of Centel Cable.

Provided, however, before [Tele-sat] may offer any major work to other contractors, [Telesat] shall offer such work to [JEJ] and, unless such work is declined by [JEJ] or the parties mutually agree that [JEJ] cannot reasonably perform such additional work in a workmanlike and timely manner, then such work shall be performed by [JEJ] in accordance with this Agreement. In effect, the contract obligated Telesat to give JEJ first crack at any major construction work Telesat undertook but imposed no obligation on JEJ in return. JEJ could either accept or reject any construction work Telesat offered.

The contract had a number of other important provisions.

Under the “Restoration” provision, JEJ agreed that: [n]ormal restoration to original or better condition of landscape and/or structures, i.e., fences, lawn sprinkler systems, utility lines, and the like, damaged or destroyed will be repaired by [JEJ] at no cost to [Telesat] no later than seven days after notification by [Telesat], Under the “Indemnification of Owner” provision, JEJ agreed to indemnify Telesat for claims arising from the negligence of JEJ’s employees or subcontractors; this indemnification included claims resulting from “termination, disturbance, interruption or other interference with services of any type of aerial or underground installation, utility or other facility damaged, harmed or disturbed or caused to be disturbed by [JEJ].” The “Contractor’s Default” provision gave Telesat the right to perform JEJ’s obligations and charge JEJ for costs incurred in the event that JEJ defaulted by failing to complete work promptly or to comply with material terms of the contract.

This

section further provided that Telesat could terminate the contract if such default continued for thirty days or more. The contract also included an integration clause requiring that any changes, modifications, or alterations of the agreement be in writing: This Agreement contains the entire Agreement between [Telesat] and [JEJ]. There are no other agreements or understandings stated or implied except as are contained herein. It is hereby further understood that any changes, modifications or alterations of this Agreement shall be in writing and executed by all parties hereto.

Finally, the parties agreed that the contract would be governed by Florida law, and that the prevailing party in any disagreement would be entitled to attorney fees. If JEJ accepted work offered by Telesat, JEJ’s compensation would be governed by two price lists attached to the contract as Exhibits “A” and “B.” Because Telesat would provide all necessary materials, these price lists dealt only with the equipment and labor costs that JEJ would incur in installing the cable system.

The price Telesat would pay JEJ for performing a given construction contract would be determined by adding up the units of work involved: For example, in south Florida, Telesat would pay JEJ $3.65 per trench foot for the labor involved in installing cable “at the 30" depth ... except for bores greater than 2" in diameter,” and would pay $18.00 per hour for JEJ’s use of a small trencher to dig the trench.

The procedure Telesat used to offer JEJ construction work was as follows: After Tele-sat either acquired a franchise or entered into a contract to provide cable service to an apartment complex or other multiple dwelling unit, Telesat sent JEJ a “Notice to Proceed.” The notice, which constituted an offer, provided JEJ basic information about the job to be performed, such as the location of the project and the commencement date. At the same time, Telesat provided JEJ a set of plans and specifications for the job.

If JEJ accepted the offer, it would commence construction according to Telesat’s plans and specifications, sending Telesat monthly invoices for work performed in accordance with the price lists in the contract. JEJ performed work for Telesat under the terms and conditions set out in the 1986 Contract for approximately fifteen months, after which time both parties desired certain modifications.

For Telesat, the price lists attached to the 1986 Contract made it difficult to process JEJ’s invoices because the Exhibit A list recited composite per-foot labor prices, rather than a breakdown of prices for the individual items included in the composite prices. To eliminate this problem, Telesat asked JEJ to reconstitute the price list. JEJ, in response, asked Telesat to modify the 1986 Contract to provide for a three-year term; such a term would allow JEJ to increase its bank line of credit.

JEJ also asked that the price lists in Exhibits A and B be adjusted annually to take into account cost-of-living increases. In response to these concerns, Glenn Johnson, JEJ’s president, and Brian McNamara, Telesat’s vice-president for administration, negotiated a new agreement (the “1987 Contract”). The 1987 Contract, signed on November 13, 1987, had a term of two years (thus eliminating a party’s right to terminate the contract on sixty days notice), and included a new set of more detailed price lists.

The price lists were attached to the contract as Exhibits “A,” “B,” and “C.” In all other material respects, the 1987 Contract merely repeated verbatim the provisions of the 1986 Contract, including the “Non-exclusive Contract; Right of First Refusal” provision. Furthermore, the procedure by which Tele-sat offered, and JEJ accepted (or rejected), construction work following the signing of the 1987 Contract remained the same as it had been following the signing of the 1986 Contract.

Johnson contends, and he so testified at the trial of this case, that on November 13, 1987, before he and McNamara signed the 1987 Contract, he asked McNamara how much construction work McNamara thought Telesat would offer JEJ during the two-year term of the agreement. In response, McNamara showed him a two-page document, entitled “1988 Materials Requisition Budget,” that Telesat had recently submitted to Group; the document represented Telesat’s estimate of the miles of cable system that, assuming the availability of sufficient funding, Telesat anticipated building in several Florida counties in 1988.

The document fist-ed fourteen projects totaling 1255.8 miles of cable system. According to Johnson, McNamara then said, “How’s that for a guarantee?” When asked how many miles Telesat planned to build in 1989, McNamara allegedly stated that 1989 would be “as good as 1988,” if not better. At trial, Johnson testified that he construed McNamara’s representation as a 1250 miles-per-year mileage guarantee, and that he would not have signed the contract without it.

He readily acknowledged, however, that the 1987 Contract contained no mention of this guarantee, and he offered no explanation as to why he failed to have the guarantee written into the agreement before he and McNamara signed it. D. The Dispute In July 1988, Telesat offered JEJ a contract to rebuild the underground cable lines at the Pines, a townhouse community in West Palm Beach. JEJ accepted the offer.

Testimony at trial indicated that before construction commenced, JEJ personnel met with the Pines’ property management staff to ensure that the construction work would not damage the Pines’ fragile hydraulic sprinkler system. Sometime after construction began, however, the Pines’ sprinkler system sustained extensive damage; the hydraulic tubing lines had been cut, and much of the system was inoperable. In August, JEJ authorized the Pines to repair the damage to the sprinkler system and send it the bill.

JEJ did not pay the bill, however, because it believed that much of the damage had been caused by other contractors hired by Telesat to drop the cable fines into the ground, and that some parts of the sprinkler system repaired by the Pines were inoperable before JEJ began construction. After much communication between JEJ and the Pines, the Pines’ property manager informed JEJ, in December 1988, that he was going to send the matter to their attorney. The Pines’ attorney subsequently demanded that Telesat pay the repair bill; Telesat, in turn, demanded that JEJ pay for the repairs.

When, by March, JEJ had failed to resolve the matter, Telesat informed the Pines’ attorney that it would pay for the repairs to the sprinkler system. Telesat then sent JEJ a letter on April 13, 1989, notifying JEJ that it was terminating the 1987 Contract pursuant to the “Contractor’s Default” provision, and stating: [JEJ] is in default of the [1987 Contract] for its failures to comply with material terms and provisions of the [1987 Contract].

These failures, and [JEJ’s] failures to cure after proper notice, have caused injury to Telesat’s reputation and business relationships with customers and communities where we seek to do business and have caused Telesat to incur additional costs. [JEJ] and its subcontractors have failed to construct cable systems “in a good and workmanlike manner” as promised, and Telesat can no longer tolerate what appears to be a continuing pattern of unsatisfactory performance.

The letter further stated that JEJ should have all of its construction work completed by April 30, 1989, and that it would be paid for all work performed, and accepted as satisfactory by Telesat, through that date, minus costs incurred by Telesat for restoration, damage, or any other claims arising from JEJ’s work. II. The facts outlined in

Part I would seem to set the stage for a fairly simple breach of contract action: Telesat claims that JEJ defaulted on its obligations and thus Telesat was justified in terminating their relationship; JEJ claims that it did not default and thus Telesat was in breach of the right-of-first-refusal provision by ceasing to offer work to JEJ.

As detailed below, however, the dispute between Telesat and JEJ led to allegations against multiple defendants of fraud, conspiracy, racketeering, defamation, conversion, theft, negligence, promissory es-toppel, tortious interference, and breach of fiduciary duty — as well as allegations of breach of contract. A. The Complaint JEJ filed a fifteen-count complaint against Telesat, Group, and Capital in the United States District Court for the Middle District of Florida.

Fourteen of the counts sought relief under Florida common law and statutes; one count of the complaint sought relief under federal law, specifically, the Racketeer Influenced and Corrupt Organizations Act (“federal RICO”), 18 U.S.C. § 1964(c) (1994). The fifteen counts of the complaint were preceded by thirty-seven paragraphs of “General Allegations,” which, with minor exceptions, were incorporated by reference into each count of the complaint.

The “General Allegations” stated that, prior to entering into the 1986 Contract with JEJ, Telesat devised a corporate plan — in consultation with Group and Capital (both of whom provided Telesat with funding and allegedly controlled its operations) — to carry out a “greenmail” scheme. The alleged greenmail scheme operated as follows: Telesat applied to local authorities to obtain franchises identical to those held by the incumbent cable operators.

In its applications, Telesat stated that if granted a franchise it would (with the financial backing of Group and Capital) build and operate a cable system throughout the franchise area and thus compete with the incumbent cable operator. Accepting Telesat’s representations as true, the local authorities approved Telesat’s applications and Telesat commenced construction. According to the complaint, however, Telesat was bluffing — it had no intention of actually building a cable system.

Instead, Telesat planned to pressure the incumbent cable operators — faced with the prospect of losing their monopoly — into buying it out, at a substantial profit to Tele-sat’s owners, Group and Capital. Meanwhile, the incumbent operators increased the monthly fees charged to their subscribers to cover the cost of Telesat’s greenmail activity. The “General Allegations” stated that Telesat, and thus Group and Capital, duped JEJ into assisting it in carrying out their greenmail scheme.

In order to obtain franchises, Telesat needed to show the franchising authorities that it had the technical ability to construct a cable system. To make that showing, Telesat claimed that it had a contractor aboard, JEJ, who had considerable experience constructing cable systems in various areas of the country.

Telesat was able to make this claim, the allegations continued, because it had induced JEJ to enter into a contract — first in 1986 and then in 1987 — by falsely representing to JEJ that it intended to overbuild and operate a cable system in every location in which it obtained a franchise -and that it would give JEJ the first crack, under a right-of-first-refusal clause, at installing these cable systems. After making these general allegations, JEJ’s complaint presented its claims for relief in fifteen separate counts. JEJ’s first claim (Count

I) was based on federal RICO, which creates a private right of action for persons injured by a “pattern of racketeering activity.” Specifically, JEJ alleged that Telesat, Group, and Capital committed mail and wire fraud (18 U.S.C. §§ 1341 and 1343), which are considered “acts of racketeering” under RICO. See 18 U.S.C. § 1961(1) (1994). The fraud operated as follows: [Telesat, Group, and Capital] conducted or participated in a pattern of racketeering activity ... by fraudulently inducing ...

JEJ to expend substantial funds to lease and open offices for the construction of 1250 miles per year of cable television construction, to forego other opportunities, to engage personnel and purchase or lease equipment ... when, in fact, Defendants Telesat, [Group, and Capital] concealed their present intention to sell all rights to various respective franchises and not fulfill their representations. Based on these allegations, JEJ sought damages of $72,992,646 — consisting of actual damages of $24,330,882, which were then trebled in accordance with RICO’s treble damages provision, 18 U.S.C. § 1964(c).

Count II, entitled “Claim under the Florida RICO Act,” sought treble damages, again in the amount of $72,992,646, under the Florida Civil Remedies for Criminal Practices Act (“Florida civil RICO”), FJa.Stat. ch. 772.104 (1997), and equitable relief under the Florida RICO Act (“Florida criminal RICO”), Fla. Stat. ch, 895.03(1), (2), (3), and (4) (1997). Count II essentially replicated the allegations underpinning the Count I federal RICO claim, tailoring those allegations to the requirements of Florida law.

Count III, entitled “Breach of Contract,” stated that the 1987 Contract consisted of three documents: (1) the signed contractual agreement, (2) the letter Johnson wrote to McNamara on November 12, 1987, and (3) the “1988 Materials Requisition Budget” that McNamara had shown to Glenn Johnson on November 13, 1987. Count III alleged that “[a]n essential element of this contract provided that JEJ would have first refusal on construction for ...

Telesat, of at least 1250 miles of cable television construction per year, as evidenced by [the Materials Requisition Budget].” Count III further alleged that Telesat breached the 1987 Contract by terminating the agreement on April 14,1989, by failing to offer JEJ contracts for at least 1250 miles of cable construction work in both 1988 and 1989, and by failing to pay JEJ for construction work performed for Telesat on various jobs commenced after November 13, 1987.

For such breaches, JEJ sought judgment against Telesat in the sum of $24,330,882.° JEJ sought the same judgment against Group and Capital on the ground' that Group and Capital were “estopped from denying liability and financial responsibility for the actions of ... Telesat.” In Count IV of the complaint, entitled “Breach of Contractual Obligation of Good Faith,” JEJ alleged that Telesat’s failure to honor its mileage guarantee and its failure to pay for work performed constituted a breach of the obligation of good faith performance mandated by Florida Statutes

chapter 671.203. JEJ sought the same judgment in Count IV as it did in Count III; again, Group and Capital were allegedly liable for Telesat’s breaches on the ground that they were “estopped from denying liability and financial responsibility for the actions of ...

Telesat.” Count V, entitled “Alternative Claim for Breach of Modified Contract,” alleged that after executing the 1987 Contract, the parties orally modified the contract to include the mileage guarantee. (This is in contrast to Count III, which alleged that the mileage guarantee was part of the original 1987 Contract.) Count V alleged that Telesat breached the 1987 Contract, as modified, by failing to honor the mileage guarantee, and by failing to pay JEJ for work performed, as alleged in Count III.

Count V therefore sought the same relief as did Count III: judgment against Telesat, Group, and Capital in the sum of $24,330,882. As in Count III, Group and Capital were allegedly liable for Telesat’s breaches because they were “es-topped from denying liability and financial responsibility for the actions of ... Telesat.” As an alternative to the “breach of contract” and “breach of modified contract” counts, the complaint asserted that the facts underpinning those counts supported a claim for promissory estoppel.

Count VI, “Alternative Claim of Promissory Estoppel,” alleged that Telesat promised to award JEJ contracts for at least 1250 miles of cable system construction per year for 1988 and 1989, that JEJ relied on such representation to its detriment, and that Telesat was thus “estopped from repudiating the promise to build a minimum of 1250 miles of cable television construction per year for two years.” JEJ sought the same compensatory damages against Telesat, Group, and Capital in Count VI as it did in Counts III and V;.

Group and Capital were allegedly liable for such damages because they were “estopped from denying liability and financial responsibility for the actions of ... Telesat.” In Count VII, “Breach of Fiduciary Relationship,” JEJ alleged that in entering into the 1987 Contract with Telesat, JEJ “reposed a confidence in” Telesat, Group, and Capital, and “trusted” them to “protect [its] interests_” The contract therefore created a fiduciary relationship between JEJ, as beneficiary, and Telesat, Group, and Capital, as fiduciaries. Count VII alleged that these defendants “breached their fiduciary duty to ...

JEJ by failing to build a minimum of 1250 miles [of cable TV system] per year as promised and improperly terminating ... JEJ’s contracts,” and by failing to pay JEJ for work JEJ had performed for Telesat. JEJ sought the same compensatory damages as those prayed for in Counts III through VI ($24,330,882) plus punitive damages in a sum three times the amount of the compensatory damages ($72,992,646), for a total of $97,323,-528.

In Count VIII, “Alternative Claim for Fraud in the Inducement,” JEJ alleged that, in conjunction with the execution of the 1987 Contract, “Telesat [aided and abetted by Group and Capital] made false statements of material fact in asserting that a minimum of 1250 miles of cable television construction would be constructed per year for two years during the life of the contract.” JEJ alleged that Telesat made these statements with the intent to induce JEJ to enter into the 1987 Contract and materially change its position to its detriment. JEJ sought compensatory and punitive damages.

In Count IX, “Alternative Claim of Negligent Misrepresentation in the Inducement,” JEJ alleged that Telesat, Group, and Capital “were negligent in failing to determine the truth or falsity of these false statements [regarding the mileage guarantee] at the time the statements were made,” and, at the same time, “acted willfully and wantonly and with a reckless disregard for [JEJ’s] rights.” JEJ sought compensatory and punitive damages.

In Count X, “Alternative Claim for Conversion,” JEJ alleged, in substance, that Telesat, Group, and Capital had tortiously converted the profits that JEJ would have made had Telesat honored the mileage guarantee and paid JEJ the $977,000 due for work performed. JEJ sought compensatory and punitive damages. Count XI, “Alternative Claim for Civil Conspiracy,” alleged that the fraud Telesat perpetrated against JEJ (as previously alleged in Count VIII — the misrepresentation and omission of “material facts in order to induce ...

JEJ to provide ... construction services”) was the product of a conspiracy among Telesat, Group, and Capital. JEJ sought compensatory and punitive damages. Count XII, “Alternative Claim for Civil Theft,” alleged that Telesat, at the direction of Group and Capital or aided and abetted by them, “improperly retained funds due and owning to” JEJ for work previously performed, and “fraudulently induced ... JEJ to provide construction services with the criminal intent to deprive ...

JEJ of its property.” Such conduct constituted theft under Florida Statutes chapters 812.014 and 772.11, thereby rendering the defendants liable for treble damages. Count XII therefore sought judgment for $72,992,646 — three times the amount sought in the breach of contract counts. In Count XIII, “Alternative Claim for Tor-tious Interference with Contractual Relations,” JEJ sought compensatory and punitive damages against Group and Capital on the theory that these defendants “willfully, intentionally and by improper means caused ... Telesat to breach the [1987 Contract] with ...

JEJ.” In Count XIV, “Tortious Interference with Contractual Relations with Subcontractors,” JEJ claimed that the three defendants, acting “maliciously, willfully and wantonly, and in reckless disregard for [JEJ’s] rights,” improperly terminated the 1987 Contract for the purpose of hiring JEJ’s subcontractors to perform the work that JEJ had previously hired them to perform. Such conduct allegedly constituted tortious interference with JEJ’s relations with its subcontractors. JEJ sought compensatory and punitive damages.

Finally, in Count XV, “Defamation,” JEJ sought $1,000,000 in compensatory damages and $3,000,000 in punitive damages against Telesat on the ground that Telesat, “in order to justify [its] own wrongful decision to terminate” the 1987 Contract, made false and defamatory statements to “JEJ’s subcontractors, other members of the industry, and franchising authorities” regarding JEJ’s substandard operations and its “sue happy” nature. B. Pre-Trial Proceedings The defendants moved to dismiss the complaint, and each count thereof, for failure to state a claim for relief.

The district court granted their motions to dismiss Count X, “Alternative Claim for Conversion,” and Count XII, “Alternative Claim for Civil Theft,” but denied their motions to dismiss the remaining counts. Thereafter, each defendant answered the complaint. Their answers were identical in substance. They denied engaging in the wrongful conduct giving rise to JEJ’s and the Johnsons’ claims for relief, and asserted several affirmative defenses.

These defenses alleged, inter alia, that the district court lacked subject matter jurisdiction, that the plaintiffs failed to state a claim for relief, and that JEJ’s claims were barred by the statute of frauds and the parol evidence rule. Responding to JEJ’s claims that Telesat wrongfully breached the 1987 Contract as initially drawn (Count III) and as modified (Count V), the defendants alleged that JEJ had breached the contract in several material respects, thus warranting Telesat’s termination of the contract on April 13, 1989.

Finally, Telesat alleged that, because of JEJ’s breaches, it was entitled to a setoff against any recovery JEJ might obtain. The defendants then jointly moved the court for

summary judgment on all claims. The district court denied the defendants’ motions for

summary judgment, with the exception of the civil conspiracy count, which it dismissed following the “final” pretrial conference. After the court postponed the trial (to accommodate the

schedule of a visiting district judge to whom it had assigned the case for trial), the defendants moved the court to reconsider its ruling denying them motions for

summary judgment. The court denied their motion. C. The trial The case thus went to trial on all but three of the counts alleged in JEJ’s complaint.

In its ease in chief, JEJ called a variety of witnesses who described the following: Tele-sat’s entry into the cable television market following the enactment of the Cable Act; Group’s and Capital’s financial interest in Telesat; Telesat’s statements to local governmental authorities in its applications for cable franchises, including statements regarding its corporate and financial relationship with Group and Capital and its contractual relationship with JEJ; the incumbent cable operators’ resistance to Telesat’s applications and, after the applications were granted, their harassment of JEJ’s construction operations (on behalf of Telesat) in the field; Telesat’s long range plans; areas in which Telesat, after obtaining a cable franchise, aborted its construction plan; Group’s involvement in Telesat’s negotiations with incumbent cable operators, some of whom entered into a joint venture with Telesat; Group’s reaction to Telesat’s complaints about JEJ’s performance on the job; and Group’s involvement (through one or more officers or directors of Group who were officers or directors of Telesat) in Telesat’s decision to terminate the 1987 Contract.

JEJ also called expert witnesses to establish its case for damages. They included a certified public accountant, Harold C. Farns-worth, and an economist, Dr. Frederick Raf-ia, both of whom testified regarding the lost profits and loss of business value JEJ sustained because Telesat failed to award it contracts for the construction of 1250 miles of cable system during each year of the 1987 Contract. At the close of the plaintiffs case, the defendants moved the court pursuant to Fed. R.Civ.P. 50(

a) to enter judgment as a matter of law on each of JEJ’s claims. The court reserved ruling on their motions. The defendants then presented their cases, during which JEJ withdrew its claim for defamation. At the close of all of the evidence, the defendants once again moved for judgment as a matter of law on all counts lodged against them. The district court granted Capital’s motion in full. Group’s motion was granted on all counts except breach of contract, tortious interference with contractual relations, and tortious interference with contractual relations with subcontractors.

Telesat’s motion was granted on all counts except breach of contract and tortious interference with contractual relations with subcontractors. In granting the Rule 50(

a) motions, the district court struck the purported “mileage guarantee” from the case, and thus (in effect) dismissed JEJ’s claim for the profits it allegedly lost because Telesat had failed to award it contracts for the construction of 1250 miles of cable system both in 1988 and in 1989. JEJ’s only remaining claim for breach of contract damages was for $977,000 in unpaid invoices.

The district court, however, permitted JEJ to argue to the jury a claim not included in any count of the complaint — a claim for the profits JEJ would have made on construction contracts Telesat gave to other contractors between April 13, 1989, when Telesat terminated the 1987 Contract, and November 12, 1989, when the contract’s two-year term expired, allegedly in derogation of JEJ’s right of first refusal. The district court submitted the case to the jury under a special verdict, which included four sets of interrogatories.

The first set was entitled “Piercing the Corporate Veil.” Answering the interrogatories in this set, the jury found that Group “operated Telesat as a mere instrumentality for ... Group’s own improper purpose,” that “JEJ was deceived by ... Group’s improper use of Telesat,” and that “JEJ suffered damages proximately caused by ... Group’s improper use of Telesat.” Answering the interrogatories in the second set, entitled “Breach of Contract Claim,” the jury found that “Telesat breached the November 13, 1987, contract by wrongfully terminating JEJ’s services,” and that JEJ sustained damages in the sum of $1,500,000.

Of that sum, $300,000 represented amounts due JEJ for work performed on unspecified Telesat projects, and $1,200,000 represented the profits JEJ would have made from jobs Telesat gave other contractors (in derogation of JEJ’s “Right of First Refusal”) from April 13, 1989, to November 12, 1989. Relying on their answers to the first set of interrogatories, the jury found Group liable for Telesat’s breaches and thus for the $1,500,000 in damages JEJ had sustained.

Answering the interrogatories in the third set, entitled “Claim of Tortious Interference with the November 13, 1987 Contract,” the jury found that “Group wrongfully caused or directed Telesat to breach the ... contract,” that JEJ sustained $1,500,000 in damages as a result of the breach, and that the evidence “warrant[ed] the award of punitive damages” against Group in the amount of $4,000,000.

Answering the interrogatories in the fourth set, entitled “Claim of Tortious Interference with Contractual Relations with Subcontractors,” the jury found that “Telesat improperly interfered with JEJ’s relationship with its subcontractors,” but that Group did not. The jury also found that the evidence warranted an award of punitive damages in the amount of $100,000 against Telesat. D.

Post-Trial proceedings After the jury returned its special verdict, Telesat and Group, pursuant to Federal Rule of Civil Procedure 50(b), renewed their motions for judgment as a matter of law, made at the close of the evidence, on the claims the court submitted to the jury. At the same time, JEJ moved the court to reconsider its rulings granting the defendants judgment as a matter of law and to grant JEJ a new trial on the claims that the court had dismissed. The court denied JEJ’s motion.

The court granted Telesat’s motion as to the “tortious interference with contractual relations with subcontractors” claim, striking the jury’s $100,000 punitive damages award on the ground that JEJ conceded that it had sustained no compensable injury — a prerequisite to the recovery of punitive damages under Florida law — as a result of Telesat’s tortious interference. In all other respects, Tele-sat’s and Group’s motions were denied. After ruling on the parties’ motions for post-judgment relief, the court addressed the parties’ motions for attorneys’ fees and costs.

Section 35 of the 1987 Contract, entitled “Attorney Fees,” provided: Should it become necessary for either party to bring legal action or engage legal counsel by virtue of any disagreement between the parties of this Agreement, the prevailing party shall be entitled to receive, in addition to any other amounts, a reasonable sum as and for attorney fees, together with the cost thereby incurred, should it succeed in its actions. Telesat claimed that it was entitled to recover attorneys’ fees under

Section 35 of the contract, because it prevailed on JEJ’s contract claim (insofar as it was based on the mileage guarantee) and on JEJ’s tort claims rooted in the 1987 Contract. All defendants claimed entitlement to attorneys’ fees under the “attorney’s fee” provision of the Florida civil RICO statute, because they had prevailed on JEJ’s Florida civil RICO claim. Finally, the defendants asked for an award of costs under Rule 54 of the Federal Rules of Civil Procedure. Meanwhile, JEJ claimed that it was entitled to attorneys’ fees under

Section 35, because it prevailed on its breach of contract claim (as that claim stood after the court struck the mileage guarantee). JEJ also moved the court for an award of costs under Rule 54. The district court denied the parties’ motions for attorneys’ fees and costs, with the exception of Capital’s Rule 54 motion for costs, which the court granted.

The court then entered final judgment — pursuant to the jury’s findings and its order disposing of the parties’ post-trial motions — as follows: against Telesat and Group, jointly and severally, in the sum of $1,500,000 in compensatory damages, and against Group in the sum of $4,000,000 in punitive damages. Following the entry of final judgment, Telesat, Group, and Capital appealed. Tele-sat and Group appealed the district court’s ruling denying their post-trial Rule 50(

b) motions for judgment as a matter of law as to JEJ’s breach of contract claim, and Group appealed the court’s denial of its Rule 50(

b) motion as to JEJ’s tortious interference with contractual relations claim. In addition, Telesat appealed the district court’s denial of its motion for attorneys’ fees under

Section 35 of the 1987 Contract; Telesat and Group appealed the district court’s denial of their motion to tax costs under Rule 54; and Tele-sat, Group, and Capital appealed the district court’s denial of their motion for attorneys’ fees for successfully defending JEJ’s Florida civil RICO claim.

JEJ cross-appealed, challenging the district court’s entry of judgment as a matter of law for Capital on all counts.' JEJ also cross-appealed the judgment as a matter of law for Telesat and Group on federal RICO, Florida civil RICO, breach of contractual obligation of good faith, and fraudulent inducement, and the district court’s decision to strike the mileage guarantee from the breach of contract and breach of modified contract claims. In addition, JEJ cross-appealed the district court’s denial of its motion for attorneys’ fees under

Section 35 of the 1987 Contract. III. In this part, we address — and reject — all of JEJ’s appeals. Parts III.A and III.B examine the district court’s decision to strike the mileage guarantee from JEJ’s breach of contract and breach of modified contract claims.

Part III.C addresses JEJ’s claim that the defendants violated a statutorily-imposed contractual obligation of good faith, and

part III.D examines JEJ’s claim for fraudulent inducement.

Part III.E considers JEJ’s federal and state RICO claims. Finally,

part III.F discusses the dismissal of Capital from the case. Our review of a district court’s grant of a Rule 50 motion for judgment as a matter of law is de novo; we apply the same standard that the district court applied in addressing the motion. See Isenbergh v. Knight-Ridder Newspaper Sales, Inc., 97 F.3d 436, 439 (11th Cir.1996).

In doing so, we consider all the evidence in the light most favorable to the nonmoving party, and “independently determine whether the facts and inferences point so overwhelmingly in favor of the movant ... that reasonable people could not arrive at a contrary verdict.” Pulte Home Corp. v. Osmose Wood Preserving, 60 F.3d 734, 739 (11th Cir.1995) (internal quotation marks and citations omitted). “The nonmoving party must provide more than a mere scintilla of evidence to survive a motion for judgment as a matter of law.” Isenbergh, 97 F.3d at 439.

If “the nonmov-ing party failed to make a showing on an essential element of his case with respect to which he had the burden of proof,” then the entry of judgment as a matter of law is appropriate. Pulte Home Corp., 60 F.3d at 738 (internal quotation marks and citations omitted). A. Breach of Contract In Count III of the complaint, “Breach of Contract,” JEJ claimed damages resulting from Telesat’s breach of a guarantee in the 1987 Contract of 1250 miles of construction work per year. We reject this claim on two grounds.

First, the alleged mileage guarantee was not part of the written 1987 Contract, and the parol evidence rule prevents the written contract from being modified by an oral agreement. Second, and more fundamentally, JEJ gave no consideration in exchange for the mileage guarantee, and thus no contract was formed. 1. JEJ alleged that the 1987 Contract consisted of three documents that, considered together, establish the mileage guarantee.

The first document is the 1987 Contract itself, the second is Telesat’s “1988 Materials Requisition Budget,” and the third is a letter from Glenn Johnson to Brian McNamara, in which Johnson states that he is writing to “comfort” Telesat regarding the

Section 38 right-of-first-refusal provision. We reject the assertion that these documents establish a mileage guarantee. The 1987 Contract itself says nothing about a mileage guarantee, and the other two documents are not attached as exhibits or in any other way incorporated into the written contract.

As for the “1988 Materials Requisition Budget,” that document reflects Telesat’s estimate of the miles of cable system that, assuming local government approval of Telesat’s pending franchise applications and Group’s willingness to support Telesat’s construction plans, Telesat anticipated building in several Florida counties in that calendar year. It contains no language other than the names of the affected Florida counties, and, opposite the names, the word “Franchise” or “Private,” abbreviations for the months of calendar year 1988, and “Totals” for the “Central,” “Western,” and “Southern” districts’ mileages.

The allegation that the Materials Requisition Budget evidences “an essential element of [the 1987 Contract] ... that JEJ would have first refusal on construction for ... Telesat, of at least 1250 miles of cable television construction per year” is disingenuous. The Materials Requisition Budget contains nothing that could be considered a contract provision, and therefore nothing that could be read as a mileage guarantee. As for the “comfort” letter, it also evidences nothing about a mileage guarantee.

Because the mileage guarantee was not part of the written 1987 Contract, JEJ’s claim is reduced to a claim that the mileage guarantee was an oral agreement that should be used in interpreting the written agreement. As such, the claim is barred by the parol evidence rule. In Florida, “evidence of a prior or contemporaneous oral agreement is inadmissible to vary or contradict the unambiguous language of a valid contract.” Chase Manhattan Bank v. Rood, 698 F.2d 435, 436 (11th Cir.1983). This rule applies when the parties intend that a written contract incorporate their final and complete agreement.

One way to demonstrate such intent is through the use of a merger clause. See E. Allan Farnsworth, Contracts § 7.3, at 476 (2d ed. 1990). In this case, a merger clause is found in

Section 22 of the 1987 Contract, entitled “Entire Agreement,” which states: This Agreement contains the entire Agreement between [Telesat] and [JEJ], There are no other agreements or understandings stated or implied except as are contained herein. It is hereby further understood that any changes, modifications or alterations of this Agreement shall be in writing and executed by all parties hereto. When a contract contains such a merger clause, the agreement is deemed to be “integrated,” such that evidence of prior or contemporaneous agreements shall not be admitted to contradict the terms of the contract.

There are, however, several exceptions to the parol evidence rule that permit the introduction of evidence of prior oral agreements even though the final written contract was intended to be integrated. We address two of these exceptions — parol evidence may be admitted (1) to show that the oral agreement induced the signing of the written contract, or (2) to explain a latent ambiguity in the written contact.

As for the first exception, Florida courts recognize an “inducement” exception to the parol evidence rule whereby “parol evidence is admissible to establish a contemporaneous oral agreement which induced the execution of a written contract, though it may vary, change, or reform the instrument.” Mallard v. Ewing, 121 Fla. 654, 164 So. 674, 678 (Fla.1936). The party submitting parol evidence under this exception, however, carries a heavy burden of proof. See Healy v. Atwater, 269 So.2d 753, 755 (Fla. 3d DCA 1972).

The inducement exception “requires the [oral] agreement to be shown by evidence that is clear, precise, and indubitable; that it shall be found that the witnesses are credible, that they distinctly remember the facts to which they testify, and that they narrate the details exactly and that their statements are true.” Mallard, 164 So. at 678 (emphasis added); see also Rood, 698 F.2d at 438.

As the trial judge noted, in applying the inducement exception, “we do not believe that, when the existence of the contemporaneous oral agreement rests solely on a credibility choice between two witnesses, the proof of that accord is ‘clear, precise, and indubitable.’ ” Rood, 698 F.2d at 438 n. 4 (quoting Mallard, 164 So. at 678).

Having reviewed 'the record, including McNamara’s testimony denying the existence of an oral mileage guarantee and Johnson’s inconsistent testimony regarding the substance of the alleged guarantee, we agree with district court that JEJ’s evidence concerning the oral mileage guarantee was not “clear, precise, and indubitable.” The district court, therefore, correctly held that the evidence was inadmissible under the inducement exception to the parol evidence rule.

As for the second exception, JEJ argues that the district court erred in excluding Johnson’s testimony regarding the mileage guarantee because such testimony was admissible to explain a “patent ambiguity” in the 1987 Contract. JEJ asserts that the term “cable TV system” is patently ambiguous. Under Florida law, however, parol evidence is not admissible to explain a patent ambiguity; it is admissible to explain only a latent ambiguity. [A] patent ambiguity is that which appears on the face of the instrument and arises from the use of defective, obscure, or insensible language.

Extrinsic evidence is inadmissible if the ambiguity is patent, because such evidence would, in effect, allow the court to rewrite the contract for the parties by supplying information the parties themselves did not choose to include. A latent ambiguity, on the other hand, is said to exist where a contract fails to specify the rights or duties of the parties in certain situations and extrinsic evidence is necessary for

interpretation or a choice between two possible meanings. In such instance, this evidence is required because the instrument itself does not provide sufficient insight into the intent of the parties. Crown Management Corp. v. Goodman, 452 So.2d 49, 52 (Fla. 2d DCA 1984) (citations omitted); see also Carson v. Palmer, 139 Fla. 570, 190 So. 720, 722 (Fla.1939); Blazina v. Crane, 670 So.2d 981, 983 (Fla. 2d DCA1996); Landis v.

Mears, 329 So.2d 323, 325-26 (Fla. 2d DCA 1976); 3 Corbin on Contracts § 536, at 26 (1960) (discussing admissibility of evidence to aid in interpreting terms in contracts and stating that “evidence of surrounding circumstances will be admissible only in cases of latent ambiguity”). Because JEJ contends that the term “cable TV system” was a patent, not a latent, ambiguity, and because a patent ambiguity may not be explained by parol evidence, JEJ’s argument fails.

Accordingly, the district court ruled correctly when it invoked the parol evidence rule to exclude Johnson’s testimony and to strike the mileage guarantee from the 1987 Contract. 2. We also affirm the decision to strike the mileage guarantee from the 1987 Contract on the ground (not relied upon by the district court) that the mileage guarantee was unenforceable for lack of consideration. It is a fundamental principle of contract law that a promise is not enforceable unless it is supported by consideration.

See Restatement (Second) of Contracts § 17 (1981) (“[T]he formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.”). In a bilateral contract, the exchange of promises by both parties constitutes consideration: [T]he courts in general require that before mutual promises will be enforced, each as the consideration of the other, each party must promise to do something which will yield a benefit or advantage to the other, or which will result in a detriment or disadvantage to himself in exchange for the other promise.

Whatever may be the character of the thing promised, as a general rule it cannot serve as consideration unless it is binding_ [M]utual promises in each of which the promisor undertakes some act or forbearance that will be, or apparently may be, detrimental to the promisor or beneficial to the promisee, and neither of which is void, will qualify as consideration sufficient to support one another. Williston on Contracts § 7:6, at 77-79, 87 (footnotes omitted).

If, however, “one of the promises appears on its face to be so insubstantial as to impose no obligation at all on the promisor — who says, in effect, ‘I will if I want to’ ” — then that promise may be characterized as an “illusory” promise, i.e., “a promise in form but not in substance.” Farnsworth, Contracts § 2.13, at 75-76 (1990). An illusory promise does not constitute consideration for the other promise, and thus the contract is unenforceable against either party.

See id.; Williston on Contracts § 7:7, at 88-89 (“Where an illusory promise is made, that is, a promise merely in form, but in actuality not promising anything, it cannot serve as consideration. ... In such cases, where the promisor may perform or not, solely on the condition of his whim, his promise will not serve as consideration.” (footnote omitted)). Florida law adheres to these basic contract principles. See Rosenberg v. Lawrence, 541 So.2d 1204, 1206 (Fla. 3d DCA 1988); Pick Kwik Food Stores, Inc. v. Tenser, 407 So.2d 216, 218 (Fla. 2d DCA 1981).

The 1987 Contract between Telesat and JEJ recites the giving and receipt of consideration. Upon closer inspection, however, it becomes clear that JEJ gave nothing in exchange for any of Telesat’s promises — including any mileage promise. The 1987 Contract placed no obligations on JEJ in terms of either quantity of work performed or price charged for such work. The “right of first refusal” provision makes clear that JEJ could turn down every offer from Telesat, and thus do no work whatsoever.

In addition, JEJ’s right of first refusal gave it the option — albeit tacitly — to renegotiate, at any time, the prices that it would charge Telesat for performing cable system construction work. The 1987 Contract contained price lists: Exhibits A, B, and C. The parties treated Telesat’s contract offers as if they incorporated those price lists by reference; thus, when JEJ accepted a Telesat offer, it billed Telesat for work performed using the prices quoted in the price lists. If JEJ believed that the listed prices were too low, it could simply reject Telesat’s offer.

JEJ presumably would do so if the prices a competitor would charge Telesat for the work would be significantly higher. In that event, JEJ would likely make a counteroffer. The net effect of the parties’ arrangement was that the prices listed in Exhibits A, B, and C were merely a starting point for JEJ. If the prevailing “market” prices — those quoted by JEJ’s competitors — were significantly higher than those contained in Exhibits A, B, and C, then JEJ would likely make a counteroffer with prices somewhere between those quoted in the exhibits and those prevailing in the market.

Telesat, however, was constrained by the contract price lists. If the prices quoted in Exhibits A, B, and C were higher than those prevailing in the market, Telesat could not renegotiate — it would have to offer the work to JEJ at the prices quoted in the exhibits. JEJ, in turn, would almost certainly accept the offer.

According to the evidence JEJ presented in its case in chief, the incumbent cable operators, in their campaign to forestall Telesat’s looming competition, made it known that any contractor who did business with Telesat would be “blackballed.” The incumbent operators targeted JEJ, and put it on the blackball list, because JEJ was Telesat’s principal contractor. We must assume that in agreeing to the prices quoted in Exhibits A, B, and C, JEJ took the risk of being blackballed into account.

We must also assume that JEJ’s competitors would take the risk into account in deciding whether to accept a Telesat contract offer that JEJ rejected. In either event, the analysis we set out above holds true: JEJ would be expected to reject any Telesat offer that was too low— that is, an offer that JEJ’s competitors would reject — and to make a counteroffer at a higher price. Having concluded that the price lists did not entail any consideration from JEJ, we turn to two other items in the contract that are possible sources of consideration.

The first is contained within the right-of-first-refusal provision; it states that JEJ “may perform such work for other purchasers [besides Telesat], as long as not working in the same franchised area.” The implication is that JEJ could not work for any system operator other than Telesat in an area in which Telesat has a franchise. Such an agreement is an illegal contract in restraint of trade; as such, JEJ’s concessions thereunder could not constitute valid consideration. See Castro v. Sangles, 637 So.2d 989, 990 (Fla. 3d DCA 1994) (holding that a contract in violation of a Florida statute is void); Thomas v.

Ratiner, 462 So.2d 1157, 1159 (Fla. 3d DCA 1984) (same). The second possible source of consideration is the attorneys’ fees provision (discussed at length in

part VI, infra). That provision, however, would impose a cost on JEJ only if JEJ breached another provision of the contract. Because JEJ had no obligations under the contract, it would be impossible for JEJ to be in breach. Thus, JEJ’s commitment to pay attorneys’ fees is illusory, and could not serve as consideration. In sum, while Telesat bound itself to offer JEJ all of its construction work, JEJ promised nothing of substance in return; JEJ would accept the work if doing so would be in its self-interest, however it might perceive that interest to be.

Such a “promise” was illusory and could not serve as adequate consideration for Telesat’s promise. Telesat’s obligation, under the right-of-first-refusal clause, to offer JEJ any work — let alone 1250 miles of construction work in each year of the 1987 Contract — is therefore unenforceable.

This means that the 1987 Contract had no more legal effect than an unsigned piece of paper indicating that the parties intended to enter into a series of construction contracts that would incorporate by reference some of the provisions appearing on the paper — provisions dealing with how the construction contracts would be performed, how JEJ would be paid, and who would bear the responsibility of, among other things, providing insurance and restoring the job site to its former condition.

For the foregoing reasons, we conclude that the 1987 Contract lacked consideration and thus affirm the district court’s decision to strike the alleged oral mileage guarantee from Count III of JEJ’s complaint. B.

Breach of Modified Contract In the alternative, Count V of JEJ’s complaint (“Alternative Claim for Breach of Modified Contract”) alleges that “[sjubse-quent to the execution of the [1987 Contract] ... the parties agreed to modify the contract to include the construction of at least 1250 miles of cable television construction per year.” Glenn Johnson testified at trial that this oral mileage guarantee was made on November 13 by Brian McNamara immediately before he and McNamara signed the contract. Nothing introduced into evidence at trial indicated that the McNamara guarantee was made after that event.

Given this absence of proof, we affirm the district court’s grant of judgment as a matter of law as to Count V. C. Breach of Contractual Obligation of Good Faith In Count IV, JEJ alleged that Telesat breached the contractual obligation of good faith imposed by Florida Statutes

chapter 671.203, a provision of the Uniform Commercial Code (U.C.C.), by failing to offer JEJ contracts for the construction of 1250 miles of cable system during each of the two years covered by the 1987 Contract. The district court granted the defendants judgment as a matter of law on Count IV on the ground that

chapter 671.203 applies only to contracts for the sale of goods, whereas the 1987 Contract was a contract for services. We find no error in the district court’s ruling. It is clear that

chapter 671.203 applies only to contracts for the sale of goods. See Fla. Stat. ch. 671.203 (1997) (imposing obligation of good faith on “[e]very contract or duty within this code” (emphasis added)); see also Florida Mining & Materials Corp. v. Standard Gypsum Corp., 550 So.2d 47, 48 (Fla. 2d DCA 1989) (“The Uniform Commercial Code (U.C.C.) governs the sale of goods in Florida.”). The 1987 Contract is a contract for the provision of services; the provisions of the U.C.C. are therefore inapplicable. See Dionne v. Columbus Mills, Inc., 311 So.2d 681, 683 (Fla. 2d DCA 1975). We thus affirm the district court’s grant of judgment as a matter of law on Count IV. In addition, as discussed in

part III.A, supra, there was no valid mileage guarantee to which the good faith requirement could apply. The good faith requirement does not exist “in the air.” Rather, it attaches only to the performance of a specific contractual obligation. See Hospital Corp. of Am. v. Florida Med. Ctr., Inc., 710 So.2d 573, 575 (Fla. 4th DCA 1998). Because Telesat had no contractual obligation to offer JEJ 1250 miles of construction work per year, it had no duty to perform such an obligation in good faith. D.

Fraudulent Inducement The district court granted judgment as a matter of law on Count VIII, “Alternate Claim for Fraud in the Inducement,” on two grounds. First, the court applied the standard for admitting evidence under the “inducement” exception to the parol evidence rule, imposing the requirement that JEJ’s evidence of fraudulent inducement be “clear, precise, and indubitable,” and concluded that JEJ’s evidence did not satisfy this requirement.

Second, stating that a plaintiff in a fraudulent inducement action must prove that he suffered injury by acting in justifiable reliance on the defendant’s misrepresentation, the district court held as a matter of law that, under the circumstances of this case, it was unreasonable for JEJ to have relied on a mileage guarantee that the 1987 Contract failed to mention.

We find no Florida precedent supporting the court’s first ground — that to establish a tort claim for fraudulent inducement, as opposed to a contract claim for breach, the evidence must be “clear, precise, and indubitable.” We do find Florida precedent, however, for the district court’s second ground. Florida law defines fraudulent inducement as “[a] false representation of a material fact, made with knowledge of its falsity, to a person ignorant thereof, with intention that it shall be acted upon, followed by reliance upon and by action thereon amounting to substantial change of position.” Biscayne Blvd.

Properties, Inc. v. Graham, 65 So.2d 858, 859 (Fla.1953) (quoting Wheeler v. Baars, 33 Fla. 696, 15 So. 584 (Fla.1894)). In order to prevail on a fraudulent inducement claim, therefore, the plaintiff must prove the following elements: (1) a false statement concerning a material fact; (2) the representor’s knowledge that the representation is false; (3) an intention that the representation induce another to act on it; and, (4) consequent injury by the party acting in reliance on the representation. Johnson v. Davis, 480 So.2d 625, 627 (Fla. 1985).

The plaintiffs reliance must be “justifiable.” Saunders Leasing Sys., Inc. v. Gulf Cent. Distrib. Ctr., Inc., 513 So.2d 1303, 1306 (Fla. 2d DCA 1987). As the district court noted in its formal order granting the defendants’ Rule 50(

a) motions, JEJ’s president “participated in the drafting of the [1987 Contract] and had every opportunity to include terms that he considered essential. The parties even made handwritten changes to the agreement on the occasion of its signing. Neither the typed contract nor the written changes said anything about a mileage guarantee.” In light of these uncontroverted facts — and in light of the

Section 22 merger clause, quoted in

part III.A.l, supra — we agree that as a matter of law it was unreasonable for JE J to rely on an alleged oral mileage guarantee that it chose not to reduce to writing. See Ungerleider v. Gordon, 936 F.Supp. 915 (M.D.Fla.1996) (applying Florida law and finding reliance on alleged oral promise “perforce unjustifiable” in fraudulent inducement to contract case in which contract had integration clause and alleged oral promise contradicted terms of written contract); Saunders Leasing Sys., Inc., 513 So.2d at 1306 (finding no fraudulent inducement in similar case).

We accordingly affirm the district court’s grant of judgment as a matter of law as to Count VIII on the court’s second ground' — lack of justifiable reliance. We also affirm the district court's decision on a more elementary ground — that JE J was not fraudulently induced to take “action ... amounting to substantial change of position.” See Biscayne Blvd. Properties, Inc. v. Graham, 65 So.2d 858, 859 (Fla.1953) (quoting Wheeler v. Baars, 33 Fla. 696, 15 So. 584 (Fla.1894)). In other words, JEJ did not “act[] to [its] injury.” Huffstetler v. Our Home Life Ins.

Co., 67 Fla. 324, 65 So. 1, 2 (Fla.1914); see also 27 Fla.Jur. 2d § 49, at 336-37 (1981) (noting that the “person to whom the representation is made must have relied on it and, as a consequence, been induced to act to his detriment” (footnotes omitted)). JEJ argues that it suffered injury when Telesat fraudulently induced it to change its position and sign the 1987 Contract. The 1987 Contract, however, did not require Tele-sat to build any cable systems. And it did not require JEJ to do anything. Instead, it expressly granted JEJ the right to decline Telesat’s offers of work at its whim.

JEJ’s claim is thus reduced to the allegation that it was fraudulently induced to sign a contract that did not bind it to perform any work for Telesat. The law’s requirement that the plaintiff take “action ... amounting to substantial change of position” is accordingly absent. E. RICO In this section, we address JEJ’s contention that the district court erred in granting the defendants’ motions for judgment as a matter of law on Counts I and II, the federal and Florida RICO claims.

Section 1962 of Title 18 of the United States Code criminalizes the following activities: (a)It shall be unlawful for any person who has received any income derived, directly or indirectly, from a pattern of racketeering activity ... to use or invest, directly or indirectly, any part of such income, or the proceeds of such income, in acquisition of any interest in, or the establishment or operation of, any enterprise which is engaged in, or the activities of which affect, interstate or foreign commerce. (

b) It shall be unlawful for any person through a pattern of racketeering activity ... to acquire or maintain, directly or indirectly, any interest in or control of any enterprise which is engaged in, or the activities of which affect, interstate or foreign commerce. (

c) It shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering activity. (

d) It shall be unlawful for any person to conspire to violate any of the provisions of subsection (a), (b), or (

c) of this section. 18 U.S.C. § 1962(a)-(d) (1994) (emphasis added). All four subsections of

section 1962 thus require proof of a “pattern of racketeering activity,” which is defined in 18 U.S.C. § 1961(5) as “at least two acts of racketeering activity.” The definition of racketeering activity includes “any act which is indictable” under a number of federal criminal statutes. Among these statutes are 18 U.S.C. § 1341, the federal mail fraud statute, and 18 U.S.C. § 1343, the federal wire fraud statute. See 18 U.S.C. § 1961(1) (Supp. II 1996).

Mail fraud or wire fraud “occurs when a person (1) intentionally participates in a scheme to defraud another of money or property and (2) uses the mails or wires in furtherance of that scheme.” Pelletier v. Zweifel, 921 F.2d 1465, 1498 (11th Cir.1991).

Section 1964(

c) provides a civil remedy to persons injured by reason of a violation of

section 1962: Any person injured in his business or property by reason of a violation of

section 1962 of this

chapter may sue therefor in any appropriate United States district court and shall recover threefold the damages he sustains and the cost of the suit, including a reasonable attorney’s fee.... 18 U.S.C.A. § 1964(c) (Supp. II 1998). To prevail under

section 1964(c), the plaintiff must prove both a violation of

section 1962(a), (b), (

c) or (d), and that the plaintiff was injured “by reason of’ that violation. JEJ alleges that in executing their greenmail scheme, the defendants violated all four subsections of

section 1962. The notion that one or more of the defendants violated subsections (

a) or (

b) is frivolous. As for (a), assuming that one or more of the defendants engaged in a pattern of racketeering activity as alleged, JEJ has presented no evidence from which a reasonable jury could find that such defendant(s) “received income from [such] activity and used that income in the operation of the enterprise,” i.e., Telesat.

As for (b), indulging the same assumption, we find no evidence that any of the defendants “acquired or maintained, directly or indirectly, an interest in or control of [Telesat] through a pattern of racketeering activity.” With respect to subsection (c), however, a reasonable jury could find that Group or Capital, as “person[s] ... associated with [Telesat,] conducted] and participate^], directly or indirectly, in the conduct of’ the affairs of Telesat. With respect to subsection (d), a reasonable jury could find that the defendants conspired to violate subsection (c).

As to those two subsections, therefore, the sufficiency of JEJ’s case under Count I turns on whether the defendants committed two or more predicate acts of mail or wire fraud that injured JEJ in its “business or property.” Count I alleges that the defendants committed the following fraudulent acts (each facilitated by the use of the mails or wires), and thus engaged in a pattern of racketeering activity: (

a) Fraudulently misrepresenting [Tele-sat’s, Group’s, and Capital’s] present intentions concerning cable construction schedules when, in truth and in fact, [they] had no intention to complete the construction schedules as represented; (

b) On more than two occasions, fraudulently inducing [JEJ] to agree to continue construction services in franchise areas when, in fact, [they] had already decided to sell their operations in those respective areas; (

c) Misrepresenting their intentions concerning construction and business plans to various franchising authorities and refusing to reveal their true intentions; (

d) Instructing [Telesat’s] employees to fail to process invoices in a timely fashion in order to obtain leverage against [JEJ]; and (

e) Failing to pay [JEJ] monies due and owing, in an attempt to extort a release from [JEJ]. The misrepresentations set out in (

c) were made to the franchising authorities, and the misrepresentations alleged in (

a) may have been made to them as well. The conduct alleged in (a), (b), (d), and (

e) was directed toward JEJ. We consider first the misrepresentations made to franchising authorities. We are unable to understand how these misrepresentations injured JEJ in any way. If anything, the misrepresentations inured to JEJ’s benefit. By encouraging the approval of Telesat’s franchise applications, they allowed Telesat to build more cable systems and, thus, to offer JEJ more construction work. But for the defendants’ scheme, Telesat would have had no work to offer.

If Telesat’s intent was to overbuild the existing cable system until the incumbent cable operator agreed to participate in a joint venture or to purchase Telesat’s franchise (in which case the overbuild, and JEJ’s construction work, would cease), Telesat would have to pay JEJ for the work already performed and the profits JEJ would have made had it been allowed to complete the job.

Putting this point aside, even if we were to assume that JEJ suffered injury as a result of the misrepresentations made to the franchising authorities, JEJ did not suffer a direct injury, proxdmately caused by those acts, as required under

section 1964(e). See 18 U.S.C. § 1964(c) (requiring that plaintiff be “injured ... by reason of’ a violation of

section 1962). As we have explained: [A] plaintiff has standing to sue under

section 1964(

c) only if his injury flowed directly from the commission of the predicate acts.... This means that, when the alleged predicate act is mail or wire fraud, the plaintiff must have been a target of the scheme to defraud and must have relied to his detriment on misrepresentations made in furtherance of that scheme. Pelletier v. Zweifel, 921 F.2d 1465, 1499-1500 (11th Cir.1991), see also Holmes v. Securities Investor Protection Corp., 503 U.S. 258, 266-68, 112 S.Ct. 1311, 1317-18, 117 L.Ed.2d 532 (1992) (imposing proximate rather than factual cause requirement in holding that to bring civil RICO claim under

section 1964(

c) plaintiff must have suffered direct injury as a result of defendant’s violation of

section 1962). Because the misrepresentations the defendants are said to have made were directed to the franchising authorities, not JEJ, JEJ lacks standing under

section 1964(

c) to prosecute a claim based on such misrepresentations. JEJ does have standing; however, to prosecute a claim based on defendants’ conduct that was directed toward it, as alleged in paragraphs (a), (b), (d), and (e). In (a), JEJ alleged that the defendants fraudulently misrepresented their present intentions about Telesat’s construction schedules.

More specifically, the defendants did not intend that Telesat would abide by the schedules it established for the construction work JEJ was to perform; in truth, they fully anticipated that these schedules would not be completed (because Telesat would reach a deal with the incumbent cable operator and dispense with its overbuild). In (b), JEJ alleged that the defendants induced it to continue working in a particular franchise area even though Telesat had already decided to shut the job down and enter into a joint venture with the incumbent operator.

We fail to see, however, how JEJ could have suffered any injury as a result of the conduct described in paragraphs (

a) or (b). Under the protocol the parties adopted and followed, after Telesat acquired a franchise and prepared the construction plans and specifications, it would issue an offer in the form of a “Notice to Proceed.” If JEJ accepted the offer, thus creating a contract, it would commence construction. If Telesat cut the job short, JEJ would be entitled to payment for work it had done, as well as for the profits it would have made had it completed the job. Paragraphs (

d) and (e), describing Telesat’s undue delay in paying JEJ’s invoices, alleged nothing more than breach of contract. This is so notwithstanding the allegation that Telesat delayed paying the invoices in order to extort a release from JEJ of its claims (other than those evidenced by the invoices) against Telesat. Even if we were to assume that Telesat delayed paying JEJ’s invoices for an extortionate purpose, Telesat’s conduct would not constitute a “scheme to defraud” proscribed by the mail and wire fraud statutes; thus, the acts of nonpayment could not serve as acts of racketeering. See United States v.

Kreimer, 609 F.2d 126, 128 (5th Cir.1980) (explaining that the mail fraud statute “does not reject all business practices that do not fulfill expectations, nor does it taint every breach of a business contract”); McEvoy Travel Bureau, Inc. v. Heritage Travel, Inc., 904 F.2d 786, 791 (1st Cir.1990) (stating, with reference to mail and wire fraud statutes, “[n]or does a breach of contract in itself constitute a scheme to defraud”). For the foregoing reasons, we affirm the district court’s judgment for the defendants as a matter of law on JEJ’s federal RICO claim. 2. As indicated in

part II.A, supra, JEJ’s Florida RICO claim essentially replicated the allegations of its Count I federal RICO claim; the acts cited in Count II as constituting a “pattern of racketeering activity” were the same fraudulent acts cited in Count I. Count II, however, sought both legal and equitable relief. Nevertheless, in briefing its cross-appeal, JEJ has not challenged the district court’s rejection of its claim that the criminal RICO statute entitled it to equitable relief. It challenges, instead, the district court’s decision granting the defendants’ Rule 50(

a) motion for judgement as a matter of law on its treble damages claim under the civil RICO statute. The civil RICO statute is modeled on federal RICO’s private civil remedy provision, 18 U.S.C. § 1964(c). It provides that: Any person who proves by clear and convincing evidence that he or she has been injured by reason of any violation of the provisions of s. 772.103 shall have a cause of action for threefold the actual damages sustained and, in any such action, is entitled to minimum damages in the amount of $200, and reasonable attorney’s fees and court costs in the trial and appellate courts. Fla. Stat. ch. 772.104 (1997).

Chapter 772.103 makes it unlawful for any person: (1)Who has with criminal intent received any proceeds derived, directly or indirectly, from a pattern of criminal activity ... to use or invest, whether directly or indirectly, any part of such proceeds, or the proceeds derived from the investment or use thereof, in the acquisition of any ... interest ... in the establishment or operation of any enterprise.

(2) Through a pattern of criminal activity ... to acquire or maintain, directly or indirectly, any interest in or control of any enterprise....

(3) Employed by, or associated with, any enterprise to conduct or participate, directly or indirectly, in such enterprise through a pattern of criminal activity ....

(4) To conspire ... to violate any of the provisions of subsection (1), subsection (2), or subsection (3). Fla. Stat. ch. 772.103 (1997) (emphasis added). A “pattern of criminal activity” is defined in

chapter 772.102(4) as: at least two incidents of criminal activity that have the same or similar intents, results, accomplices, victims, or methods of commission or that otherwise are interrelated by distinguishing characteristics and are not isolated incidents.... Fla. Stat. ch. 772.102(4) (1997). Included in the definition of criminal activity is any conduct that is “subject to indictment or information as a criminal offense and listed in [the federal RICO statute,] 18 U.S.C. § 1961(1)(A), (B), (C), or (D).” Such conduct includes, of course, mail and wire fraud.

Reduced to its essentials, Count II seeks relief on the basis of the same mail and wire fraud allegations as Count I presented. Perceiving no reason for applying a different rationale to Count II than the one we applied in rejecting Count I, we affirm the district court’s decision granting judgment as a matter of law for the reasons we have affirmed its judgment on Count I. F. Claims against Capital The district court granted Capital judgment as a matter of law on all counts because it concluded that JEJ failed to pro-duee any evidence of independent wrongdoing on the part.of Capital.

In its brief on cross appeal, JEJ takes issue with the district court’s conclusion, arguing that a reasonable jury could have found wrongdoing on the part of Capital from the evidence before it. In support of its argument, JEJ cites evidence demonstrating that: Capital was Telesat’s parent; Capital financed the construction of Telesat’s cable systems; Capital’s financial commitment to Telesat gave credibility to Telesat’s franchise applications; and Capital was controlled by persons who were officers of Telesat, Group, or both.

The evidence JEJ cites merely demonstrated that Capital provided its wholly-owned subsidiary with funding and, as prudence would require, thereafter monitored its subsidiary’s use of the funds. Capital’s conduct could hardly be labeled “wrongful.” The district court’s decision granting Capital judgment as a matter of law is accordingly affirmed. IV. Group appeals the judgment against it for breach of contract and tortious interference with contractual relations. We find that the evidence was insufficient to support either verdict, and thus reverse the judgment against Group in its entirety. A.

Breach of Contract The jury found that Group was operating Telesat as “a mere instrumentality” for its own illegal purposes, and thus held Group jointly liable with Telesat for breach of contract under the “piercing the corporate veil” doctrine. The Florida Supreme Court has spoken to the issue of when the corporate veil should be pierced as follows: Corporations are legal entities by fiction of law. Their purpose is generally to limit liability and serve a business convenience. Courts are reluctant to pierce the corporate veil and only in exceptional cases will they do so.

Such instances are for fraud as where creditors are misled and defrauded or where the corporation is created for some illegal purpose or to commit an illegal act. State ex rel.

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