Full opinion text
OPINION OF THE COURT MANSMANN, Circuit Judge. In this appeal arising out of the termination of a franchised tractor dealership, we are presented with several issues stemming from the lengthy trial in which the plaintiff, Tunis Brothers Company, Inc., obtained a jury verdict for $227,605.50 in compensatory damages and $4 million in punitive damages against the defendants, Ford Motor Company, Ford Motor Credit Company and Wenner Ford Tractor, Inc. This lawsuit grew out of the sale of Tunis Brothers, a Ford tractor dealership and hardware business, from its original owner, Richard Tunis, to Richard de la Rigaudiere and David C. Smith, and Ford Motor Company’s refusal to transfer the Ford franchise with that sale. At the root of its antitrust claim, Tunis Brothers claims that the three Ford defendants conspired to terminate its Ford tractor franchise in order to benefit a competitor Ford franchisee, defendant Wenner Ford. To evaluate the merits of the antitrust claim, we must visit the “mushroom capitel of the world” and the site of Tunis Brothers — Kennett Square, Pennsylvania — and learn of the preferences of Tunis Brothers’ mushroom farming customers. Particularly, we need to assess whether the evidence demonstrates that the farmers’ avowed preferences for Ford tractors and a Kennett Square Ford dealership satisfy the plaintiffs’ burden of proof on the elements of relevant product and relevant geographic markets. Tunis Brothers’ fraud claim, similarly, stems from alleged misrepresentations made by Ford Motor and Ford Credit to induce Tunis to resign as franchise holder prior to the consummation of the sale. Moreover, the propriety of seeking as damages lost gross profits, rather than lost net profits, will be addressed, as well as the level of outrageous conduct required to sustain an award of punitive damages. I. Because the facts underlying this appeal are so important to its resolution and because the district court has so thoroughly described those facts in its post-verdict Memorandum and Order dated December 3, 1990, 1990 WL 198822, we shall adopt as our own a large portion of the statement of facts of that Memorandum. We will first provide background for this case, review its procedural history, and then, as we discuss in turn each legal issue, we will more fully set forth particularly relevant facts. The following background consists of all undisputed facts and facts reasonably inferred from the jury’s verdict, taken in the light most favorable to the plaintiffs, the verdict winners, as set forth in the district court’s Memorandum Opinion: Tunis Brothers Company, Inc. was founded by Richard N. Tunis and his brother Robert in 1934 as a tractor and farm supply business in Kennett Square, Pennsylvania, known colloquially as the “mushroom capital of the world.” In 1959, Tunis Brothers became a Ford Motor Company franchised dealership selling Ford tractors, equipment and accessories, as well as non-Ford products. From May 1, 1974, until the resignation of Richard Tunis on March 17, 1981, the parties’ relationship was governed by a “Dealer Sales and Services Agreement” (the “franchise agreement”). It is undisputed that this franchise agreement expressly required Ford’s prior written consent to transfer of ownership of the Ford franchise and additionally permitted termination of the franchise at will on thirty (30) days written notice by Tunis Brothers or on sixty (60) days written notice by Ford. Richard N. de la Rigaudiere was the nephew of Richard and Isabelle Tunis. He had worked at Tunis Brothers since 1966, eventually becoming the store’s parts manager. David C. Smith was the owner of a local company named Fert-L Soil and a steady customer and friend of Richard Tunis. In March 1980, de la Rigaudiere and Smith approached Richard Tunis about the prospect of purchasing Tunis Brothers. The negotiations culminated in the sale of Tunis Brothers to de la Rigaudiere and Smith [on March 16, 1981] for the price of $450,000.00. Wenner Ford is a Delaware corporation with its principal place of business in Concordville, Pennsylvania — about eleven miles east of Kennett Square. Wen-ner Ford was the authorized Ford dealer of farm and industrial tractors nearest to Tunis Brothers. It was established as a privately owned dealership by John Wen-ner, a former Parts Operations Manager for Ford in Michigan, in 1977. As a result of a serious cash-flow problem, John Wenner recapitalized Wenner Ford as a Ford Dealer Development dealership in July, 1979 with the assistance of Ford employees Eugene Fraher, John Watson and Hugh Nickel, and Ford Motor credit employee Howard W. Stoneback. Under the terms of this program, Ford purchased 79% of the equity of Wenner Ford and owned all of its voting stock. John Wenner retained 21% of the equity and operated Wenner Ford as its President and Chief Executive Officer. Wenner was to buy out Ford’s interest incrementally and eventually return to private dealer status. District Court Memorandum Opinion Typescript at 6-8. We will detail later the miscommunica-tions characterizing the plaintiffs’ negotiations with Ford, but a framework sketch is necessary here to provide a factual context for the legal claims. The plaintiffs first negotiated in April of 1980, with John Watson, Zone Manager for Ford’s Tractor Operations, for the franchise held by Tunis in Kennett Square. Watson recommended to de la Rigaudiere and Smith that they relocate Tunis Brothers to the Oxford/Coch-ranville area approximately 10 miles west of Kennett Square. Watson subsequently issued a report in which he recommended that de la Rigaudiere and Smith were qualified for a franchise in the Cochranville area. Displeased with Watson’s suggestion, de la Rigaudiere and Smith subsequently met with Eugene Fraher, the Northeastern District Manager of Ford Tractor Operations, in Cohoes, New York in June of 1980. Fraher informed them of Ford’s designation of the Kennett Square location as an attrition point, and Ford’s plan to establish a franchise in the Cochranville area. As an accommodation to the plaintiffs, however, Fraher promised to consider their application for a Kennett Square franchise for a 2-3 year period of time if they submitted a business plan to him, which they subsequently sent to Fraher. Fraher cautioned them, however, that any purchase of the Tunis Brothers Company should be made contingent upon obtaining the Ford franchise. Nevertheless, after they obtained mortgage financing, Smith and de la Rigau-diere failed to so condition their purchase of Tunis Brothers. On March 3, 1981, Hugh Nickel, dealer replacement representative for the Northern Region of Ford Tractor Operations, and Douglas Crawford, who had succeeded John Watson as the Zone Manager, met with Smith, de la Rigaudiere, and the Tun-ises at Tunis Brothers. At that meeting Nickel requested that Richard Tunis, as franchise holder, submit an unconditional letter of resignation. The parties dispute whether Nickel represented that this resignation letter would be acted upon with Smith and de la Rigaudiere’s franchise application or only after approval of their application. Nickel also took information from Smith and de la Rigaudiere necessary to complete a franchise agreement. The plaintiffs maintain that they informed Nickel of their combined $50,000 investment in the business, however, the application reflected only a $5,000 investment. It is undisputed that Nickel recommended disapproval of the franchise application. The district court’s Memorandum Opinion continues: The closing of the sale of Tunis Brothers took place on March 16, 1981, thirteen days after the meeting with Nickel. On March 17th, Richard Tunis sent his letter of resignation and termination notice to Ford, which were forwarded on March 23rd, by Nickel and Fraher, to Market Representation Manager Kenneth E. Harris for immediate action. Harris, however, held the letter pending the processing of plaintiffs’ dealership and credit applications. * * * * # * On April 1, 1981, [Howard] Stoneback [, manager of the Philadelphia branch, of Ford Credit,] telephoned Harris to say that Ford Credit would not approve plaintiffs’ credit application. On April 2, Richard Tunis was informed by a letter signed by John J.L. Johnson, General Sales Manager of Ford Tractor Operations, that his resignation had been accepted effective immediately. When plaintiffs were informed of this decision, they discovered the erroneous information in their credit application prepared by Nickel. Plaintiffs were subsequently permitted to submit a second credit application containing the correct information. However, before a decision on the revised credit application was reached, plaintiffs’ dealership application was rejected. This information was conveyed to plaintiffs by letter dated August 7, 1981 from E.S. Hasel, the Regional Manager for the Northern Region of Ford Tractor who, like Fraher, was a director and senior vice-president of Wenner Ford. Tunis Brothers subsequently became a franchised dealer of Allis-Chal-mers farm tractors but is currently in Chapter 11 bankruptcy. District Court Memorandum Opinion Typescript at 11-12. This litigation commenced on December 15,1982, when Tunis Brothers, de la Rigau-diere and Smith filed their complaint naming as defendants Ford Motor, Ford Credit, Wenner Ford, John S. Wenner and Ford employees John Watson, Douglas N. Crawford, Eugene W. Fraher, E.S. Hasel, Hugh Nickel, Kenneth E. Harris, and C.W. Wen-zel. The plaintiffs charged the defendants with a conspiracy to violate several provisions of the antitrust laws, including section 1 of the Sherman Act, 15 U.S.C. § 1; sections 7 and 14 of the Clayton Act, 15 U.S.C. §§ 18 and 24; and with various state law tort and breach of contract claims arising out of Ford’s failure to renew the Tunis Brothers Ford tractor franchise upon its sale from Richard and Isabelle Tunis to de la Rigaudiere and Smith. And so began the long and tortuous legal proceedings that again find themselves before our court. During the first round of litigation, in a June 22, 1983 order, the district court dismissed the claims asserted under the Clayton Act for failure to state a claim and the claim against C.W. Wenzel for lack of personal jurisdiction. Tunis Bros. Co. v. Ford Motor Co., No. 82-5557 (E.D.Pa. June 22, 1983). Later, the district court granted summary judgment in favor of all of the defendants on the remaining federal counts, finding that there were no genuine issues of material fact from which a reasonable jury could infer an antitrust conspiracy. Tunis Bros. Co. v. Ford Motor Co., 587 F.Supp. 267 (E.D.Pa.1984). On appeal, we reversed that award of summary judgment, stating that “[v]iewing the evidence in the light most favorable to plaintiffs, we find that the evidence presented supports an inference that the close ties between ... defendants Ford and Wenner Ford led to an illegal agreement, even if implicit.” Tunis Bros. Co. v. Ford Motor Co., 763 F.2d 1482 (3d Cir.1985) (“Tunis I”). On petition for writ of certiorari, the Supreme Court vacated our decision in Tunis I and remanded the case for reconsideration in light of its decision in Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). The Court in Matsu-shita held that when an antitrust defendant’s conduct is consistent with both permissible competition and illegal conspiracy, a plaintiff “must present evidence ‘that tends to exclude the possibility’ that the alleged conspirators acted independently” in order to survive a motion for summary judgment. 475 U.S. at 588, 106 S.Ct. at 1356 (quoting Monsanto Co. v. Spray-Rite Serv. Corp., 465 U.S. 752, 764, 104 S.Ct. 1464, 1470, 79 L.Ed.2d 775 (1984)). On remand, we found that the “evidence adduced by [plaintiffs] to satisfy this burden [was] substantial but not overwhelming ...” and further remanded the case to the district court for trial on all counts. Tunis Bros. Co. Inc. v. Ford Motor Co., 823 F.2d 49, 51 (3d Cir.1987) (“Tunis II”), cert. denied, 484 U.S. 1060, 108 S.Ct. 1013, 98 L.Ed.2d 979 (1988). Pursuant to this remand, the district court bifurcated the trial, commencing the liability portion on November 15, 1988. After all of the liability evidence had been presented, on December 14, 1988, the district court granted the defendants’ motion for a directed verdict on counts I, II, III and VI, and also their motion for the dismissal of de la Rigaudiere and Smith as individual plaintiffs. Further, the district court dismissed all of the claims against the Ford employees in their individual capacities before submitting the case to the jury. Thus the only counts that remained were Counts IV and V against Ford Motor, Ford Credit, Wenner Ford, and John S. Wenner. Count IV charged the defendants with a violation of section 1 of the Sherman Act under the rule of reason doctrine. Count V alleged pendent state law claims of fraud, misrepresentation, and tortious interference with contractual relations. Eight special interrogatories were sent to the jury to determine whether the remaining defendants had either conspired to violate section 1 of the Sherman Act under the rule of reason analysis or defrauded Tunis Brothers. In its answers to these interrogatories, the jury found that Ford Motor, Ford Credit and Wenner Ford had conspired to terminate the Tunis Brothers franchise, that the conspiracy had an adverse economic impact on the intrabrand market for Ford tractors in the Kennett Square area, and that the adverse impact on competition outweighed any beneficial competitive effects in that market. The jury also found that Ford Motor and Ford Credit had defrauded the plaintiffs in their attempt to secure a new Ford franchise. The jury exculpated John S. Wenner on all counts. After denying the defendants’ motion for a new trial on liability, the district court permitted the damages phase of the trial to commence. On February 1, 1989, the jury returned a verdict of $227,605.50 against Ford Motor, Ford Credit and Wenner Ford on the antitrust claim. In addition, the jury returned a verdict in the same amount against Ford Motor and Ford Credit on the fraud count. The jury apportioned damages for the fraud count in the amount of $159,323.85 against Ford Motor and $68,-281.65 against Ford Credit. Finally, the jury awarded punitive damages against Ford Motor in the amount of $2,800,000.00 and against Ford Credit in the amount of $1,200,000.00. In their February 17, 1989, motion for judgment notwithstanding the verdict or in the alternative for a new trial, the defendants alleged that the rulings of the district court were erroneous, that the jury’s verdict was against the weight of the evidence, and that the plaintiffs’ claims were insufficient as a matter of law. In the alternative, the defendants sought a new trial or a remittitur on damages. The district court denied these motions on September 26, 1990. The parties have filed cross-appeals. Ford Motor and Wenner Ford challenge the denial of their motions for a judgment n.o.v. on both the antitrust and fraud claims. They also challenge the denial of their motions for judgment n.o.v. or alternatively a new trial on both compensatory and punitive damages. Ford Credit, stipulated to be a wholly owned subsidiary of Ford Motor, additionally questions: (1) whether, as a matter of law, it can be capable of conspiring in violation of the Sherman Act with its parent corporation, Ford Motor; (2) the sufficiency of the evidence concerning the conspiracy between Ford Credit and Wenner Ford; and (3) Ford Credit’s liability for fraud absent any evidence of misrepresentation by a Ford Credit representative. Tunis Brothers, de la Rigaudiere, and Smith, in their cross-appeal, challenge the orders of the district court that: (1) excluded testimony of two expert witnesses on damages; (2) dismissed de la Rigaudiere and Smith as individual plaintiffs; and (3) denied prejudgment interest. Our appellate jurisdiction is predicated upon 28 U.S.C. § 1291. We turn now to the issues. II. We begin with the challenges of all three Ford defendants to the district court’s denial of their motions for judgment n.o.v. with respect to the antitrust verdict. Our review of a request for judgment n.o.v. is governed by the standard set forth in Link v. Mercedes-Benz of N. Am., Inc., 788 F.2d 918, 921 (3d Cir.1986), providing that we must determine whether the trial record is “critically deficient of that minimum quantum of evidence” required to allow the jury’s verdict to stand. We are mindful that “[w]hen deciding a motion for judgment notwithstanding the verdict, the trial judge must determine whether the evidence and justifiable inferences most favorable to the prevailing party afford any rational basis for the verdict.” Bhaya v. Westinghouse Elec. Corp., 832 F.2d 258, 259 (3d Cir.1987), cert. denied, 488 U.S. 1004, 109 S.Ct. 782, 102 L.Ed.2d 774 (1989); Berndt v. Kaiser Aluminum & Chemical Sales, Inc., 789 F.2d 253, 258 (3d Cir.1986). “Our review of the application of this standard is plenary.” Bhaya, 832 F.2d at 259. The question of relevant market definition is a factual one and “we ... must affirm the jury’s conclusion unless the record is devoid of evidence upon which the jury might reasonably base its conclusion.” Weiss v. York Hospital, 745 F.2d 786, 825 (3d Cir.1984). To recover under their Sherman Act section 1 claim, under the rule of reason test, the plaintiffs were required to prove: “(1) that the defendants contracted, combined, or conspired among each other; (2) that the combination or conspiracy produced adverse, anti-competitive effects within relevant product and geographic markets; (3) that the objects of and the conduct pursuant to that contract or conspiracy were illegal; and (4) that the plaintiffs were injured as a proximate result of that conspiracy.” Tunis I, 763 F.2d at 1489; Martin B. Glauber Dodge Co. v. Chrysler Corp., 570 F.2d 72, 81 (3d Cir.1977), cert. denied, 436 U.S. 913, 98 S.Ct. 2253, 56 L.Ed.2d 413 (1978). We will focus our analysis on the second factor to ascertain whether the evidence adduced at trial pertaining to the relevant product market, the relevant geographic market, and the anti-competitive effects supports the verdict. Because we conclude that the plaintiffs failed to prove these prerequisites, it will not be necessary for us to address the first, third and fourth requirements. A. Relevant Product Market The defendants contest the jury’s finding, recorded in its interrogatory answers, that the relevant product market consisted solely of Ford tractors. According to the Ford defendants, even when viewed through the eyes of Tunis Brothers’ predominant customers — mushroom growers — the relevant product market consists of Ford, Massey Ferguson, Case and John Deere tractors of comparable size, price and features. The relevant product market is defined as those “commodities reasonably interchangeable by consumers for the same purposes.” United States v. E.I. Du Pont de Nemours & Co., 351 U.S. 377, 395, 76 S.Ct. 994, 1007, 100 L.Ed. 1264 (1956); SmithKline Corp. v. Eli Lilly & Co., 575 F.2d 1056, 1062-63 (3d Cir.), cert. denied, 439 U.S. 838, 99 S.Ct. 123, 58 L.Ed.2d 134 (1978). Factors to be considered include price, use and qualities. Du Pont de Nemours, 351 U.S. at 404, 76 S.Ct. at 1012. Accordingly, the products in a relevant product market would be characterized by a cross-elasticity of demand, in other words, the rise in the price of a good within a relevant product market would tend to create a greater demand for other like goods in that market. Id. at 380, 400, 76 S.Ct. at 998, 1009. Here, the products that were under consideration by the jury were those which the local farmers — predominantly mushroom farmers — purchased for their agricultural needs. It is clear that the Supreme Court has placed a heavy emphasis on interbrand competition in such cases as Business Electronics Corp. v. Sharp Electronics Corp., 485 U.S. 717, 108 S.Ct. 1515, 99 L.Ed.2d 808 (1988), Monsanto Co. v. Spray-Rite Service Corp., 465 U.S. 752, 104 S.Ct. 1464, 79 L.Ed.2d 775 (1984) and Continental T.V. Inc. v. GTE Sylvania, Inc., 433 U.S. 36, 97 S.Ct. 2549, 53 L.Ed.2d 568 (1977). Although the Supreme Court has recognized that the reduction of intrabrand competition through the use of vertical restrictions might actually promote interbrand competition, see GTE Sylvania, Inc., 433 U.S. at 52-54, 97 S.Ct. at 2558-59, nevertheless, the Supreme Court has reconfirmed that “[o]ur approach ... is guided by the premises of GTE Sylvania and Monsanto: ... that interbrand competition is the primary concern of the antitrust laws_” Business Electronics, 485 U.S. at 726, 108 S.Ct. at 1521. The emphasis of antitrust theory is thus upon protecting interbrand competition. Nonetheless, it is also true that a well-defined submarket may constitute a relevant product market and so under certain circumstances a relevant product market could consist of one brand of a product, placing intrabrand competition at issue. In Brown Shoe Co. v. United States, 370 U.S. 294, 325, 82 S.Ct. 1502, 1523, 8 L.Ed.2d 510 (1962), the Supreme Court, in addressing a merger in violation of section 7 of the Clayton Act, sought to determine the product market and stated: [W]ithin [a] broad market, well-defined submarkets may exist which, in themselves, constitute product markets for antitrust purposes. The boundaries of such a submarket may be determined by examining such practical indicia as industry or public recognition of the submark-et as a separate economic entity, the product’s peculiar characteristics and uses, unique production facilities, distinct customers, distinct prices, sensitivity to price changes, and specialized vendors. Brown Shoe, 370 U.S. at 325, 82 S.Ct. at 1523 (citation and footnote omitted). Special characteristics of the relevant industry may influence market definition. Columbia Metal Culvert Co. v. Kaiser Aluminum & Chemical Corp., 579 F.2d 20, 28 (3d Cir.), cert. denied, 439 U.S. 876, 99 S.Ct. 214, 58 L.Ed.2d 190 (1978). Therefore, in considering the highly factual issue of whether there is a cross-elasticity of demand between Ford tractors and other tractors, we have examined prior cases in which relevant product markets have been defined. In United States v. E.I. Du Pont de Nemours & Co., 351 U.S. 377, 76 S.Ct. 994, 100 L.Ed. 1264 (1956), the Supreme Court decided that the relevant market for cellophane was broader than cellophane only, and consisted of other interchangeable flexible packaging goods. The Court found that the cellophane market was not distinct from the market for flexible packaging materials and that at all times du Pont competed with the manufacturers of these other flexible packaging goods. Consequently, the relevant product market was not limited to cellophane alone, but encompassed other interchangeable flexible packaging goods. More to the point, in Mogul v. General Motors Corp., the district court concluded that a Cadillac automobile was not “so unique” as alone to constitute a relevant product market. 391 F.Supp. 1305, 1313 (E.D.Pa.1975), aff'd without opinion, 527 F.2d 645 (3d Cir.1976). A Cadillac is “interchangeable with other luxury automobiles ... [and] competes with even the less expensive models of automobiles in serving the consuming public’s transportation needs and desires.” Id. Therefore, the court granted summary judgment in favor of General Motors because although the plaintiff, who was seeking a Cadillac dealership, may have suffered an injury, there was no injury to competition because other car dealerships were still available to potential consumers. See also R.D. Imports Ryno Indus., Inc. v. Mazda Distrib. (Gulf), Inc., 807 F.2d 1222, 1225 n. 2 (5th Cir.) (Mazda does not constitute relevant market as Mazdas have “a variety of domestic and foreign substitutes”), cert. denied, 484 U.S. 818, 108 S.Ct. 75, 98 L.Ed.2d 38 (1987); Kingsport Motors, Inc. v. Chrysler Motors Corp., 644 F.2d 566, 571 (6th Cir.1981) (in a tying case, the relevant product market “is the sum total of medium priced automobiles manufactured by Chrysler and all other automobile manufacturers and sold in the United States”); Packard Motor Car Co. v. Webster Motor Car Co., 243 F.2d 418, 420 (D.C.Cir.) (no exclusively Packard relevant product market), cert. denied, 355 U.S. 822, 78 S.Ct. 29, 2 L.Ed.2d 38 (1957); Merit Motors, Inc. v. Chrysler Cory., 417 F.Supp. 263, 269 (D.D.C.1976) (no exclusively Chrysler relevant product market), aff'd, 569 F.2d 666 (D.C.Cir.1977). We find these cases to be instructive. Clearly, the plaintiffs had the burden of proving that Ford tractors constituted the entire relevant market and that other tractors available for sale were not “reasonably interchangeable.” To this end, the plaintiffs presented evidence primarily through the testimony of Richard Tunis, Richard de la Rigaudiere, David Smith, several local mushroom farmers, and Jacob Dudkewitz, a tractor dealer from the nearby town of West Grove, Pennsylvania. By looking, as we must, at the facts in the light most favorable to the plaintiffs, we find that although the mushroom farmers voiced their preference for Ford tractors, their own testimony established strong interbrand competition. The mere incantation of a “Ford tractor only” relevant product market does not satisfy that minimum quantum of evidence necessary to uphold the jury’s verdict. Richard Tunis, one of the original owners of Tunis Brothers, testified at length about the attributes of the Ford tractor and the mushroom farmers’ preference for Ford’s light industrial tractors. Tunis stated that he originally sold Allis-Chalmers tractors, which were “wonderful,” but that because the mushroom farmers “wanted ... a low, compact tractor with a loader on it that could turn their compost, and Allis-Chal-mers didn’t make anything like that,” Tunis sought a Ford franchise. A Ford dealership was not available at that time, however, so he sold Massey Ferguson tractors which were “almost similar to the Ford which the mushroom growers did like but not as good as Ford.” In describing the Ford tractor, Tunis said that “it was compact; it had a good loader on the front of it. It was much better than the Allis-Chalmers, which was a high, clumsy tractor built so that you could cultivate corn with it.” On the other hand, Tunis admitted that “Ford wasn’t the only manufacturer that sold a light or medium industrial tractor that a customer might find useful” and that Massey Ferguson and Allis-Chal-mers produced tractors that were “in the same general category.” David Smith testified that he gained extensive knowledge concerning the tractor preference of mushroom farmers while he worked for Fert-L Soil, his soil company, as he travelled to mushroom farms in an effort to purchase their compost. Selling in a very limited geographical area, ranging chiefly between Kennett Square and Toughkenamon, Smith stated that most of the farmers he saw had Ford tractors. He estimated that among the 40 farms that he visited, he saw approximately 30 tractors, of which 25 were manufactured by Ford. By the same token, Smith admitted that “mushroom growers did buy tractors from other people, you know, manufacturers.” When Tunis Brothers was denied a Ford dealership, Smith chose to seek an Allis-Chalmers dealership rather than one from Massey Ferguson or John Deere, both of which made light industrial tractors, because too many Massey Ferguson and John Deere dealerships were located near Tunis Brothers. Furthermore, Smith admitted that John Deere and Massey Ferguson were competitors of Ford, and Case also sold tractors to mushroom growers. In their application for a Ford franchise, Smith and de la Rigaudiere listed dealers of three brands that they considered to be their competitors: Massey Ferguson, International Harvester, and White. The majority of the testimony regarding the relevant product market was elicited from several local mushroom farmers. Joseph DiNorscia III testified that he had a good relationship with Tunis Brothers, but that among the five tractors he owned, four were Massey Fergusons and only one was a Ford, which he bought from Wenner Ford’s predecessor. Moreover, he did not believe that he used Tunis Brothers to service his tractors. Mushroom farmer Peter Alonzo testified that he had two Ford tractors (one of which was purchased in used condition from a neighboring farmer) and one Case tractor. Alonzo previously owned Massey Ferguson and Allis-Chalmers tractors. On cross-examination he confirmed that in 1983, he owned three Ford tractors, one Massey Ferguson, one Allis-Chalmers and one Ka-boda. Lawrence T. Parrish Jr. testified that he owned three Ford tractors, one Allis-Chal-mers tractor and a Massey Ferguson, all of which were purchased after 1978. He also stated that his business relationship with Tunis Brothers was good. With respect to his Allis-Chalmers tractor, Parrish opined that “[i]t’s not cut out for the mushroom industry. It’s too big, too cumbersome, but it did do the job eventually.” Ernest P. Martelli took the stand and stated that he owned three Fords and one Case tractor. Martelli admitted that he bought the Case after he priced it against a comparable Ford and found the Case to be less expensive. The last mushroom farmer to testify, Stephen P. Vincenti, owned two Fords and one Case tractor and stated that he purchased the Case after pricing it against comparable but more expensive Ford tractors. Describing the Case as a farm tractor, Vincenti nevertheless pointed out that “it is still [used as] ... a function of the mushroom business.” Jacob Dudkewitz, the owner of the farm equipment dealership “S.G. Lewis and Son,” also provided testimony regarding the relevant product market. Dudkewitz, a Massey Ferguson dealer, stated that his company sold to mushroom, dairy and grain farmers and had 85 to 90 percent of the mushroom growers market. Moreover, according to a survey made by his company in 1972, it had sold approximately 2,200 Massey Ferguson tractors to mushroom farmers. Dudkewitz also considered his major competition in the mushroom industry to be Case and in the agricultural industry to be John Deere. Finally, he asserted that the owners of large mushroom farms were shifting away from using smaller, more maneuverable tractors to purchasing large tractors made by Caterpillar, Michigan, Huff, John Deere and Case. Clearly the evidence adduced at trial does not support the jury’s finding of an exclusively Ford tractor market even when viewing the evidence in the light most favorable to the plaintiffs. Assuming that mushroom farmers only wished to purchase low, compact tractors such as Ford produced and disregarding the testimony of the plaintiffs’ own witness, Dudkewitz, concerning the mushroom farmers’ increasing use of large tractors, a plethora of testimony confirmed that Massey Ferguson, Case and John Deere produced tractors comparable to Ford that competed against Ford tractors in the mushroom farmer market. Each of the mushroom farmers who testified for the plaintiffs admitted that they owned tractors other than Ford. Furthermore, the evidence did not support the jury’s finding of a Ford tractor only product market; rather, the evidence demonstrated a cross-elasticity of demand between Ford tractors and comparable tractors. Both Martelli and Vincenti testified that they bought comparable Case tractors because these cost less than Ford tractors. Smith and de la Rigaudiere also recognized this cross-elasticity of demand when they listed competitor non-Ford tractor dealers on their franchise application. At best, the evidence suggests that mushroom farmers preferred the Ford tractor. Nonetheless, these same farmers did not buy Ford tractors exclusively and demonstrated sensitivity to price. Because the testimony does not indicate that the relevant product market was limited only to Ford tractors, we conclude that the relevant product market consisted of Ford and other comparable tractors. B. Relevant Geographic Market The plaintiffs asserted, and the jury so found, that the relevant geographic market comprised only the Kennett Square area, an oddly configurated area stretching 6.36 miles east, 7 miles west, 11.45 miles north and 10 miles south of the Tunis Brothers location. Not surprisingly, the record indicates that Tunis Brothers was the only tractor dealership within this area. As with the relevant product market, the plaintiffs bore the evidentiary burden of proving the relevant geographic market. Pennsylvania Dental Ass’n v. Medical Service Ass’n of Pa., 745 F.2d 248, 260 (3d Cir.1984), cert. denied, 471 U.S. 1016, 105 S.Ct. 2021, 85 L.Ed.2d 303 (1985). “The relevant geographic market is the area in which a potential buyer may rationally look for the goods or services he or she seeks[.]” Id. (citing United States v. Grinnell Corp., 384 U.S. 563, 570-71, 86 S.Ct. 1698, 1703-04, 16 L.Ed.2d 778 (1966)); see Tampa Elec. Co. v. Nashville Coal Co., 365 U.S. 320, 327, 331-32, 81 S.Ct. 623, 628, 630, 5 L.Ed.2d 580 (1961) (defining the relevant geographic area as “the market area in which the seller operates, and to which the purchaser can practicably turn for supplies” or as the area in which suppliers “effectively compete”). Consequently, the geographic market is not comprised of the region in which the seller attempts to sell its product, but rather is comprised of the area where his customers would look to buy such a product. Further, the size of the relevant geographic market will differ depending upon the price, durability and size of the product; in practical terms, one would comparison shop in a larger geographic market for a tractor; as compared to a grocery item. The plaintiffs’ exhibit, depicting the Kennett Square Area, identifies concentrations both of mushroom farmers’ workplaces and Tunis Brothers’ customers’ residences. These customers testified, however, that they did not limit themselves to such a restricted geographic region either when purchasing tractors or seeking service. In point of fact, each one of these mushroom farmers had purchased at least one tractor from outside the suggested Kennett Square geographical area. Once again, even viewing the evidence in the light most favorable to the plaintiffs, we conclude that the relevant geographical market is clearly broader than the Kennett Square area. Mushroom farmer Alonzo stated, with respect to the convenience of Tunis Brothers, that “being close always helps because it takes less time out of your workday to get your repairs and pick up your material.” Nevertheless, he admitted that he also purchased parts from, and had his previous Massey Ferguson tractor serviced by, S.G. Lewis in West Grove, which is outside the plaintiffs’ Kennett Square area. Moreover, despite the fact that Alonzo testified that the location of Tunis Brothers and its proximity were beneficial, he had also purchased a Case tractor from a dealer in Delaware. Alonzo further noted that there were a number of mushroom growers from southern Chester County who had been omitted from the narrowly circumscribed area described by the plaintiffs as the Kennett Square area. Finally, Alonzo stated that if Tunis Brothers were located in Cochranville, which also is outside the Kennett Square area, he would still have gone there to buy parts, equipment, tractors and service. Farmer Ernest Martelli testified that he had purchased one tractor in Rising Sun, Maryland, another in Quarryville, Pennsylvania, which is outside of Lancaster County, and had dealt with Wenner Ford in Concordville. Farmer Stephen Yincenti testified that he had purchased a tractor from A.L. Herr in Lancaster and had done business with Wenner Ford. Another farmer, Lawrence Parrish, after prodding on cross-examination, admitted that he might go to Cochranville to buy from Tunis Brothers if it were to move there, especially given his long-standing relationship with Tunis Brothers and the fact that his farm was equally distant from Wenner Ford and Cochranville. Massey Ferguson dealer Jacob Dudke-witz testified that the geographic area in which he sought customers consisted of a 25 mile radius stemming from his place of business in West Grove, Pennsylvania, that included the Kennett Square Area. He sought and transacted business in such diverse areas as “Cecil County, Maryland, New Castle County, Delaware, on and around the Philadelphia area, Coatesville, Downington and to the Lancaster County line and back to the Cecil County line in Maryland.” Clearly, Dudkewitz, a competitor of Tunis Brothers, considered his actual and potential customers to be located in a much larger geographic area. Moreover, Smith’s and de la Rigaudiere’s own actions indicated that they were not planning to confine their geographic market. In their Ford Franchise application, they listed three dealers, which they considered to be their competitors, that were located within a 20 mile radius of Tunis Brothers. Like Dudkewitz, the plaintiffs explained that they intended to pursue sales beyond the rigid confines of the “Kennett Square area” as delineated on their trial exhibit. They had contacted the Ford dealer in Rising Sun, Maryland, whose outstanding letter of intent to resign his dealership awaited only retirement and another Ford franchise’s takeover of his territory, to reach an informal agreement that Tunis Brothers would cultivate sales in that territory pending his retirement. Moreover, Smith testified at some length that Fert-L Soil salesmen would be commissioned to sell Fords for Tunis Brothers, and one of those salesmen, Martin Futyma, testified that he would have sold for Tunis Brothers in his New Jersey territory. Thus plaintiffs’ evidence did not establish that the relevant geographic market was limited to the Kennett Square area. Rather than eliciting testimony to indicate that customers, when seeking services or purchasing tractors, limited themselves to the Kennett Square area, the plaintiffs’ witnesses were merely asked, when shown the outlined area on a map, “Is this what you would call the Kennett Square area?” By agreeing only that the circumscribed area constituted the Kennett Square area, the witnesses did not confirm that that area constituted the relevant geographic area in which those customers sought to buy or obtain service for tractors but merely indicated that the outlined area was what they would “call” the Kennett Square area. In fact, farmer Stephen Vincenti, on cross-examination, admitted that the Kennett Square area, as outlined by the plaintiffs, was “generally the Kennett Square area, not necessarily where it pertains to mushroom growers.” The mere delineation of a geographical area, without reference to a market as perceived by consumers and suppliers, fails to meet the legal standard necessary for the relevant geographic market. C. Injury to Competition Having determined that the appropriate product market consists of Ford tractors and all comparable tractors that compete with Ford, and that the geographic market is greater than the limited Ken-nett Square area as defined by the plaintiffs, we conclude that the plaintiffs have failed to show that Ford Motor exercised market power. Therefore, they have also failed to show that Ford Motor caused an unreasonable restraint of trade that implicated an injury to competition. It is axiomatic that “[t]he antitrust laws ... were enacted for ‘the protection of competition, not competitors.’ ” Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 488, 97 S.Ct. 690, 697, 50 L.Ed.2d 701 (1977) (quoting Brown Shoe Co. v. United States, 370 U.S. 294, 320, 82 S.Ct. 1502, 1521, 8 L.Ed.2d 510 (1962) (emphasis in original)). As we stated in Sitkin Smelting and Ref. Co. v. FMC Corp., 575 F.2d 440, 448 (3d Cir.), cert. denied, 439 U.S. 866, 99 S.Ct. 191, 58 L.Ed.2d 176 (1978), In applying the rule of reason standard, courts are called upon to judge shades and gradations of competitive impact. The standard for determining what combinations involve the prohibited degree of harm is nowhere spelled out in specific terms. It is clear, however, that plaintiffs have a burden to show more than a de minimus restraint. The Sherman Act was designed to prohibit significant restraints of trade rather than to “proscribe all unseemly business practices;” id. at 448; see Apex Hosiery Co. v. Leader, 310 U.S. 469, 493 n. 15, 60 S.Ct. 982, 992 n. 15, 84 L.Ed. 1311 (1940); and the plaintiffs must have demonstrated some harm to the competitive landscape from Ford Motor’s termination of the Tunis Brothers franchise. Cf. Tose v. First Pennsylvania Bank, N.A., 648 F.2d 879, 892 (3d Cir.) (nothing in “nature or character of the alleged conduct or its surrounding circumstances to support an inference that it was intended or likely to restrain trade or enhance prices”), cert. denied, 454 U.S. 893, 102 S.Ct. 390, 70 L.Ed.2d 208 (1981). An antitrust plaintiff must prove that challenged conduct affected the prices, quantity or quality “of goods or services.” Although the plaintiffs did elicit some minimal testimony indicating that the prices for Ford products at Wenner Ford were high in comparison to the other products such as Case tractors, they never demonstrated that Wenner Ford’s prices rose after Tunis Brothers was denied its Ford franchise. In addition, there was some evidence that the service and credit terms offered by Wenner Ford to mushroom farmers were less desirable than those offered by Tunis Brothers. Nevertheless, this testimony amounted to no more than some customer dissatisfaction with the loss of “friendliness” that customers of Tunis Brothers had appreciated and did not demonstrate, nor does it support a jury inference of, any discernible injury to competition. Furthermore, since the primary goal of antitrust law is to protect interbrand competition, the evidence from certain mushroom farmers that they were able to purchase comparable, different brands of tractors at lower prices indicates that neither the availability of other brands nor the price of products was affected negatively. Additionally, because these same witnesses testified that other brands they purchased were comparable, neither was quality affected. On this evidence, we conclude that the plaintiffs failed to prove that the termination of Tunis Brothers’ Ford franchise constituted an antitrust violation because mushroom farmers were still able to purchase comparable tractors at competitive prices. Therefore we will reverse and remand this appeal for the district court to grant judgment n.o.v. in favor of all of the defendants on the antitrust claim. Because we ground our reversal of the antitrust claim upon the plaintiffs' failure to demonstrate adequately any injury to competition, we need not reach the additional antitrust issues raised by Ford Credit. We leave to another day a resolution of the legal question posed by Ford Credit and Wenner Ford — whether a wholly- or majority-owned subsidiary and its parent corporation can conspire in violation of the Sherman Act. In addition, Ford Motor’s assertion that the district court erred in declining to give a Matsushita charge to the jury on the antitrust claim is likewise mooted. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). III. A. We turn now to the jury’s determination that Ford Motor and Ford Credit induced the plaintiffs to act through fraudulent misrepresentations. We are asked to consider whether a judgment n.o.v. should have been granted in favor of the defendants. In looking at all of the evidence relating to the alleged fraud in the light most favorable to the plaintiffs, we once again adopt the narrative of the district court as our own. [At the commencement of] their negotiations for the purchase of Tunis Brothers, de la Rigaudiere and Smith contacted John Watson, Zone Manager for Ford’s Tractor Operations in the area including Kennett Square and Concord-ville. At the suggestion of Watson, de la Rigaudiere and Smith met Watson at Wenner Ford on May 23, 1980. They were introduced to John Wenner and given a tour of his facility. Watson, de la Rigaudiere and Smith proceeded to lunch at the Concordville Inn where Watson informed them that Ford did not wish to renew the Tunis Brothers dealership in Kennett Square after its sale or the retirement of Richard Tunis and that the Kennett Square market was slated for Wenner Ford. Watson recommended that plaintiffs consider opening a dealership in Oxford, or Cochranville, Pennsylvania, located about fifteen miles west of Kennett Square. The record shows that John Wenner was sitting at a nearby table during this discussion. Watson subsequently wrote in his Ford New Dealer Prospecting Report that plaintiffs were qualified to operate a Ford franchise in the Oxford/Cochranville area. Skeptical of Watson’s motives regarding Wenner Ford, plaintiffs contacted his superior Eugene Fraher, the Northeastern District Manager of Ford Tractor Operations. Plaintiffs met with Fraher and his assistant Edward Poole, on June 13, 1980 in Fraher’s office in Cohoes, New York. Fraher confirmed that the Kennett Square dealership was an attrition point but told plaintiffs they could possibly remain in Kennett Square for two to three years, after which time they would be required to move to Cochran-ville. Fraher gave them dealer applications and told them to submit a business plan to him. He also warned them that any purchase of Tunis Brothers should be made contingent upon Ford’s approval of their business plan. What Fraher did not disclose was that his duties at Ford included oversight of Ford Dealer Development companies in his territory and that he was then a Director and Senior Vice-President of Wenner Ford. Plaintiffs obtained mortgage financing for the purchase of Tunis Brothers through the Chester County Industrial Development Authority and on December 16, 1980 signed an Agreement of Sale with Richard and Isabelle Tunis. It is undisputed that this agreement did not take into account Fraher’s admonition making the sale contingent on Ford’s approval of the franchise. In January 1981, plaintiffs sent these materials, along with their business plan and dealer applications, to Fraher and Douglas Crawford, who had succeeded Watson as Ford’s Zone Manager. On March 3, 1981, Crawford and Hugh Nickel, Dealer Replacement Representative for the Northern Region of Ford Tractor Operations, met with de la Ri-gaudiere, Smith and Richard and Isabelle Tunis at Tunis Brothers. Plaintiffs testified that Crawford stated they were sent by Fraher. Nickel explained that Ford would not process an application for a replacement dealer unless the present dealer submitted a letter of resignation. Nickel presented Richard Tunis with a form letter of unconditional resignation and a termination notice for Richard Tunis to send to Ford. Nickel told them, in a representation which forms the core of plaintiffs’ claim of fraud, that the resignation letter would not be processed until the new dealership application was approved but, instead, would be “held in a drawer.” Nickel also recorded plaintiffs’ financial information and had de la Ri-gaudiere and Smith sign blank credit applications which he claimed would be typed up at his office and returned to plaintiffs for their review. Plaintiffs were not sent copies of this first completed application which misstated plaintiffs’ investment in Tunis Brothers. Smith and de la Rigaudiere were to invest $25,000.00 each in the dealership for a total investment of $50,000.00. The credit application prepared by Nickel reflected only a $5,000.00 investment in the business. Plaintiffs further testified that no mention of the move to Cochran-ville was made at this meeting. Despite his assurances that plaintiffs would be approved, Nickel’s New Dealer Prospecting Report stated that de la Rigaudiere and Smith were not qualified businessmen and did not have adequate financing to be approved for credit. The closing of the sale of Tunis Brothers took place on March 16, 1981, thirteen days after the meeting with Nickel. On March 17 Richard Tunis sent his letter of resignation and termination notice to Ford, which were forwarded on March 23 by Nickel and Fraher to Market Representation Manager Kenneth E. Harris for immediate action. Harris, however, held the letter pending the processing of plaintiffs’ dealership and credit applications. After receiving Nickel’s letter of March 23rd and the plaintiffs’ application, Stoneback of Ford Credit telephoned Nickel in the presence of his Assistant Branch Manager Harry Saxton. Saxton prepared a chronology of subsequent events. Under an entry dated “4/ 81,” Saxton wrote: Branch received the file from T & I [Tractor and Implementations] on subject dealer [Tunis Brothers], It reflected the replacement Principals and $5,000.00 total investment on Pro-Forma and also reflected $400M Mortgage loan, $168M negative net worth. Branch discussed prospective dealer file with Hugh Nichol [sic] of T & I who confirmed a small $5,000.00 investment. He also stated that T & I was not confident the two principals could sell enough equipment to generate profits to repay the $400M note. He also implied that T & I did not want the deal approved. He also stated that the transfer of the dealership ownership without T & I approval was reason for the franchise to be terminated. (Emphasis added.) Although Stoneback did not recall this conversation and Nickel, in deposition, expressly denied confirming the inaccurate $5,000.00 investment, the jury obviously believed Sax-ton’s chronology and supporting testimony. District Court Memorandum Opinion Typescript at 8-12. In addition to this evidence, there was testimony by Jacob Dudkewitz, the Massey Ferguson dealer in West Grove, which, if credited by the jury, supported the plaintiffs’ theory that the taking of their application for a franchise served only as a ruse to obtain Richard Tunis’s resignation. Dudkewitz testified that he negotiated with Watson and Crawford for a Ford tractor franchise as early as October 11, 1980, which was subsequent to the Cohoes, New York, meeting between Fraher and the plaintiffs and prior to Nickel’s acquisition of Tunis’s resignation. Dudkewitz testified that at that meeting, in response to his query about Tunis Brothers, Watson explained that Tunis Brothers’ franchise would soon terminate and not be renewed. During these negotiations, which continued until February or March of 1981, according to Dudkewitz, Ford assured Dudkewitz that he could carry any Ford product lines, including the large loader he specifically desired. Moreover, at one point Dudkewitz inquired whether Wenner Ford was a “company store” and Nickel, although he had been involved in Wenner Ford’s previous conversion to a dealer development franchise, unequivocally informed Dudkewitz that Wenner Ford was “independently privately owned.” Dudkewitz explained that negotiations broke off just prior to a signing of the franchise agreement; Ford withdrew its promise to supply him with the large four-wheel drive unit he had been promised, because, according to Crawford, Wenner Ford carried that item. From this evidence, the jury could certainly have chosen to disbelieve the exculpating testimony of the defendants in favor of the testimony of the plaintiffs’ witnesses. We cannot disturb the verdict insofar as it reflects a judgment on the credibility of the plaintiffs and the plaintiffs’ version of events versus, for example, the versions given by Nickel, Crawford and Fraher. B. In order to prove a claim of fraudulent misrepresentation under Pennsylvania law, which all the parties agree governs, the plaintiffs were required to prove: (1) a misrepresentation; (2) a fraudulent utterance; (3) an intention by the maker that the recipient will be induced to act; (4) justifiable reliance on the misrepresentation; and (5) damage to the recipient as a proximate result. Scaife Co. v. Rockwell-Standard Corp., 446 Pa. 280, 285, 285 A.2d 451, 454 (1971), cert. denied, 407 U.S. 920, 92 S.Ct. 2459, 32 L.Ed.2d 806 (1972); Smith v. Renaut, 387 Pa.Super. 299, 306, 564 A.2d 188, 192 (1989); Delahanty v. First Pennsylvania Bank, N.A., 318 Pa.Super. 90, 464 A.2d 1243 (1983). Each element of the claim must be proven by clear and convincing evidence. Scaife, 446 Pa. at 285, 285 A.2d at 454. The Pennsylvania Supreme Court has elaborated on those actions which would constitute fraudulent behavior: “ 'fraud consists in anything calculated to deceive, whether by single act or combination, or by suppression of truth, or a suggestion of what is false, whether it be by direct falsehood or by innuendo, by speech or silence, word of mouth, or look or gesture. It is any artifice by which a person is deceived to his disadvantage.’ ” In re McClellan’s Estate, 365 Pa. 401, 407, 75 A.2d 595, 598 (1950) (quoting In re Reichert’s Estate, 356 Pa. 269, 274, 51 A.2d 615, 617 (1947)); Delahanty, 318 Pa.Super. at 107, 464 A.2d at 1251 (citing Frowen v. Blank, 493 Pa. 137, 425 A.2d 412 (1981)). A fraud also occurs when one is induced to assent when he would not otherwise have done so. Delahanty, 318 Pa.Super. at 107, 464 A.2d at 1251-52. Fraudulent misrepresentation may be accomplished “by concealment of that which should have been disclosed, which deceives or is intended to deceive another to act upon it to his detriment.” Id. at 108, 464 A.2d at 1252. The Ford defendants argue that the plaintiffs failed to prove that a misrepresentation was made upon which the plaintiffs could have reasonably relied. To the contrary, examining the evidence in the light most favorable to the plaintiffs, we conclude that the trial record is replete with clear and convincing evidence which supports the jury’s finding of fraud against Ford Motor. Richard Tunis, his wife Isabelle Tunis, Smith and de la Rigaudiere testified as to the events which gave rise to their claim of fraud. Each of these individuals essentially corroborated one another’s testimony with respect to a meeting that transpired with two employees of Ford Motor. On March 3,1981, de la Rigaudiere, Smith, and the Tunises met with Douglas Crawford and Hugh Nickel. According to their testimony, Nickel insisted that Richard Tunis would be required to submit an unconditional letter of resignation as soon as he consummated the sale of the business with Smith and de la Rigaudiere. Nickel then produced a proposed form letter which they were to prepare on Tunis Brothers’ letterhead. He indicated that the completed letter should be sent to him at Ford Motor immediately after the consummation of the sale of the business. According to the plaintiffs, Nickel then assured them that the unconditional letter of resignation would be “stuck in a drawer” and would not be acted upon until after de la Rigaudi-ere and Smith were approved as dealers. Additionally, according to the plaintiffs, Nickel assured them that their application would be approved. Nickel also produced a blank application for credit, which he insisted that de la Rigaudiere and Smith sign, stating that rather than risk delay and the possibility of error in filling out the applications, Nickel preferred to gather the information and have his secretary type the form. This would ensure, he stated, an expedited approval process. Nonetheless, although Smith and de la Rigaudiere informed Nickel that their investment in the company would total $50,000, consisting of $25,000 apiece, Nickel recorded a total investment of only $5,000, or $2,500 apiece. According to the Saxton chronology, Nickel confirmed to Stoneback of Ford Credit a total of only $5,000. Because Nickel never sent a copy of the typed application to the plaintiffs for their review as he promised, Smith and de la Rigaudiere did not become aware of this understatement until after Ford Motor's denial of their initial credit application. Toward the end of the meeting, Smith and de la Rigaudiere expressed their concern as to how they would be able to continue to order tractors and tractor parts. Nickel assured them that they could continue purchasing equipment under Richard Tunis’s existing credit line since, as he had mentioned, the resignation letter would not be acted upon until they were accepted. Nickel then welcomed them as dealers, but forwarded Richard Tunis’s resignation letter for immediate action. Further testimony in support of the plaintiffs’ theory came from Harold Sax-ton, a Ford dealer regional manager. Contrary to the assertions by the defendants that the credit application was denied because of a poor credit rating, Saxton testified that Tunis Brothers had a favorable record and good debt ratio. Saxton’s written chronology indicated that Nickel implied to Stoneback that he, Nickel, did not want the Tunis Brothers Ford franchise to survive Richard Tunis’s retirement. The Ford defendants counter that any loss sustained by the plaintiffs resulted from their decision, contrary to Fraher’s explicit advice, not to condition the purchase of Tunis Brothers upon the acquisition of the Ford franchise. This failure, they posit, rather than any fraudulent misrepresentation on the part of the Ford defendants, accounts for the plaintiffs’ misfortune because Ford Motor did not owe any obligation to the plaintiffs to grant Tunis Brothers a franchise. Instead, the Ford defendants assert, Ford Motor denied that franchise for sound business reasons, namely, that Tunis Brothers would be un-dercapitalized and heavily burdened by mortgage debt. The jury credited the plaintiffs’ equally highly plausible account that even though the unconditional sales agreement was reached in December of 1980, the closing did not occur until after the pivotal meeting with Nickel on March 3, 1981, when Smith and de la Rigaudiere believed that they would be approved by Ford Motor. Smith testified that because this sale was a “family affair,” both he and de la Rigaudiere could have reneged on the sales agreement had the franchise been disapproved. Further, had Ford Motor believed otherwise, its insistence upon an unconditional letter of resignation from Richard Tunis, rather than a “letter of intent” pending retirement, would not have made sense. The jury could have reasonably inferred from its conduct that Ford Motor recognized that because the sales agreement was a “family affair,” and therefore not likely to be legally enforced until after the closing, Tunis’s resignation would need to be obtained without disrupting the pending sale. That Ford Motor could terminate a franchise at any time upon a sixty day notice period does not negate this inference because Fraher testified that Ford customarily chooses not to terminate older long-term dealerships selected for attrition, but prefers instead to reward those dealers by deferring attrition until after the dealer’s voluntary retirement. Moreover, the testimony was sharply conflicting as to whether Tunis intended to retire in the event that the plaintiffs did not obtain the Ford franchise. A memorandum handwritten by Ed Poole of Ford Motor recorded his telephone conversation with Richard Tunis and de la Rigaudiere and reflected that Tunis intended to retire and de la Rigaudiere intended to buy Tunis Brothers regardless of the availability of the franchise. Tunis and de la Rigaudiere categorically denied conveying any such intentions, and Smith confirmed that he would not have sought to purchase Tunis Brothers without the Ford franchise, opining that Tunis Brothers’ hardware business alone would not suffice to support Smith’s and de la Rigaudiere’s families. This evidence clearly supports the jury’s determination that Ford Motor committed a fraud against the plaintiffs. Notwiths