Full opinion text
MARCUS, Circuit Judge: When a Winn-Dixie supermarket signs on to anchor a shopping center, its lease often contains a restrictive covenant sharply limiting grocery sales by other tenants. In this complex lawsuit, Winn-Dixie claimed that, since 2005, it suffered more than $90 million in lost profits because Defendants Dollar General, Dollar Tree, and Big Lots violated, and continue to violate, these restrictive covenants. Trial involved ninety-seven of Defendants’ stores across five southeastern states. The district court handled this complicated case with thought and skill. For fifty-four stores, the district court reached the question of whether the Defendants violated the terms of the restrictive covenants, whose standard language for most stores limited the sale of “staple or fancy groceries” to a discrete “sales area.” Applying general principles of Florida law, the district court construed these terms narrowly, reading groceries as only food items and measuring sales area only by shelving space. As a result, the court refused to order injunctions for thirty-seven stores where it found no violation of the terms of the covenants. As for the seventeen other stores, the court issued injunctive relief that limited only the sale of food items measured by shelving space. Being Arie-bound to apply state rules of decision in this diversity jurisdiction case, we must reverse and remand as to the fifty-four stores. We do so for forty-one of these stores found in Florida, compelled by an intermediate appellate decision from that state interpreting a restrictive covenant materially identical to many of those at issue here. See Winn-Dixie Stores, Inc. v. 99 Cent Stuff-Trail Plaza, LLC, 811 So.2d 719 (Fla. 3d DCA 2002). As we read controlling Florida law, “groceries” broadly includes food and “many household supplies (as soap, matches, paper napkins),” and sales area “includes fixtures and their proportionate aisle space.” Id. at 722 (emphasis added). Also, for eleven stores in Alabama and two found in Georgia, we are required to reverse and remand for interpretation of the covenant terms in accordance with the appropriate law of each of those states. For the remaining forty-three stores, the district court denied all relief for a variety of reasons, without deciding whether the Defendants had violated covenant terms. Finding no error, we affirm the judgment of the district court as to these forty-three stores. To begin with, the district court acted well within its considerable discretion in excluding the testimony of Dr. Pacey, Winn-Dixie’s expert on damages, based on twin findings that the expert opinion would not assist the trier of fact and was not grounded in reliable methodology. As a result, the court made no error in refusing to award compensatory damages as to any of the stores. Nor did the court err in finding that the restrictive covenants were unenforceable under the laws of Louisiana and Mississippi, or in refusing to allow Winn-Dixie to enforce a covenant in a grocery store lease created after a Defendant’s lease had been signed. Moreover, the trial court made no error in refusing to recognize collateral estoppel because this case involves different stores with different leases signed at different times from the lease for the one store at issue in the prior Florida decision. And the district court did not abuse its discretion in denying punitive damages because a legitimate dispute about the meaning of the grocery exclusives indicated that the Defendants did not intentionally engage in misconduct or act in a grossly negligent manner. The cross-appeals lodged by Big Lots and Dollar Tree lack merit. As the district court concluded, Big Lots need not have signed the restrictive covenants to be bound by them because section 542.335 of the Florida Statutes does not apply to covenants running with the land. The district court also properly concluded that Big Lots’ landlords were not indispensable parties under Federal Rule of Civil Procedure 19(a)(1), and that Winn-Dixie was not required to make a pre-suit demand for compliance upon Big Lots under Florida law. Finally, the district court did not err in granting summary judgment against Dollar Tree’s statute of limitations affirmative defense; in Florida, a continuing violation principle applies because the Defendants’ stores engaged in ongoing grocery sales. Thus, we affirm in part, reverse in part, and remand for further proceedings consistent with this opinion. I. Plaintiffs (“Winn-Dixie”) own or operate roughly 500 supermarkets or grocery stores on leased property throughout Alabama, Florida, Georgia, Louisiana, and Mississippi. Most of their stores are found in Florida. Defendants, in turn, run discount general merchandise stores, some of which are colocated in shopping centers featuring a Winn-Dixie supermarket as an anchor tenant. Dolgencorp, LLC (“Dollar General”) is a Kentucky limited liability company with over 9,600 stores in 36 states. Dollar Tree Stores, Inc. (“Dollar Tree”) is a Virginia corporation that operates more than 4,400 stores in 48 states. Big Lots Stores, Inc. (“Big Lots”) is an Ohio corporation that runs over 1,400 stores in 48 states. Winn-Dixie’s commercial leases often include a “grocery exclusive” provision that precludes landlords from renting to other tenants who operate grocery stores in the same shopping center. Many of the leases specify that these tenants may devote a limited “sales area” to certain restricted products, including “staple or fancy groceries.” Winn-Dixie argued that these grocery exclusives bind subsequent tenants as covenants running with the land. Based on reports of estimated sales activity compiled by its investigators, Winn-Dixie concluded that a number of colocated Dollar General, Dollar Tree, and Big Lots stores operate in violation of the restrictive covenants created by the grocery exclusives. Not surprisingly, the parties vigorously dispute which products are restricted and how the permissible sales space is measured. On May 20, 2011, Winn-Dixie sued Dollar General in the United States District Court for the Southern District of Florida. Two weeks later, Winn-Dixie filed separate suits against Big Lots and Dollar Tree in the same court. Winn-Dixie initially identified 136 stores in all as being in violation of the restrictive covenants. Of these original claims, Winn-Dixie at trial pursued its rights as to only ninety-seven stores: fifty-one Dollar General, thirty-two Dollar Tree, and fourteen Big Lots. The ninety-seven stores were located predominantly in Florida (seventy-five stores), but also in Alabama (thirteen), Louisiana (six), Georgia (two), and Mississippi (one). Winn-Dixie sought damages or, in the alternative, injunctive relief. The Defendants in turn filed third-party complaints against a number of shopping center landlords seeking indemnification, but those third-party actions are not at issue in this appeal. For ninety-one of the ninety-seven locations at issue, a standard grocery exclusive in Winn-Dixie’s lease included the following critical terms: Landlord further covenants and agrees not to permit or suffer any property located within the shopping center to be used for or occupied by any business dealing in or which shall keep in stock or sell for off-premises consumption any staple or fancy groceries, meats, fish, vegetables, fruits, bakery goods, dairy products or frozen foods without written permission of the Tenant. Winn-Dixie Stores, Inc. v. Big Lots Stores, Inc., 886 F.Supp.2d 1326, 1336 (S.D.Fla.2012). Of these ninety-one standard grocery exclusives, seventy-eight contain the following exception: [Ejxcept the sale of such items is not to exceed the lesser of 500 square feet of sales area or 10% of the square foot area of any storeroom within the shopping center, as [an] incidental only to the conduct of another business ... shall not be deemed a violation hereof. Id. (alterations in original). Of the remaining thirteen standard grocery exclusives, five include similar language that allows up to 1,000 square feet of restricted products; three allow up to 400 square feet; and five do not allow the sale of any such items. Winn-Dixie sought summary judgment against each of the Defendants, which the district court granted in part and denied in part. The court found that the grocery exclusives formed valid and enforceable covenants running with the land under Florida law, but that genuine issues of material fact remained as to the meaning of “groceries” and “sales area.” On February 1, 2012, the court consolidated Winn-Dixie’s actions against Dollar General, Dollar Tree, and Big Lots. After many more motions were filed, the district court entered a pretrial “Omnibus Order Concerning the Meaning of the Terms ‘Groceries’ and ‘Sales Area.’ ” The court found that both the terms “staple or fancy groceries” and “sales area” were ambiguous as used in the grocery exclusives. Ultimately, applying Florida principles of real covenant interpretation, the court construed the restrictions narrowly, determining that the parties intended “staple or fancy groceries” to mean only food items, including nonalcoholic beverages, and “sales area” to include only the footprint of the display unit, excluding aisle space. As a result, the evidence presented at trial was premised on these definitions, and the court found covenant violations only when Defendants sold food items in excess of the allowable shelving space. Also before trial, the court excluded the testimony of Winn-Dixie expert Dr. Patricia Pacey, an economist who intended to opine as to damages. The Defendants did not challenge Dr. Pacey’s qualifications, which included a Ph.D. in economics and extensive statistical experience. Based on data drawn from almost 500 Winn-Dixie stores and over 12,000 potential nearby competitors, Dr. Pacey employed a multiple regression model to determine whether a competitor selling similar grocery products in proximity to a Winn-Dixie store has an effect on Winn-Dixie sales. Because the Defendants’ stores generally do not sell meat, Dr. Pacey calculated the effect of the Defendants’ presence on Winn-Dixie non-meat grocery sales. After equalizing other factors, Dr. Pacey claimed that the presence of a Big Lots, Dollar General, or Dollar Tree store within two-tenths of a mile of a Winn-Dixie was correlated with a reduction in non-meat grocery sales of 7.7%, 6.7%, and 5.0%, respectively. Dr. Pacey used these suppression numbers to calculate the monetary damages allegedly sustained by each Winn-Dixie store. However, the district court barred her testimony, finding its methodology was unreliable and that it would not assist the trier of fact. The court concluded that her analysis failed to reconcile that most of Defendants’ stores were permitted to sell a certain amount of restricted products and that it did not establish causation between a covenant violation and decreased Winn-Dixie profits. The district court also took issue with the methods underlying her regression analysis, which calculated damages from 2005 to 2008 based on recession-period sales data drawn from 2009 and 2010, measured Winn-Dixie foot traffic by assuming that consumers purchase their groceries and meat at the same store, imposed an arbitrary three-mile outer radius to measure competition, alleged damages for items that the Defendants do not sell, and had not been peer-reviewed. The district court conducted a bench trial from May 14 until May 22, 2012. On August 13, it issued detailed “Findings of Fact and Conclusions of Law.” The court determined that the leases created enforceable restrictive covenants under the laws of Florida, Georgia, and Alabama, but that the grocery exclusives could not be enforced in Louisiana, under that state’s civil law, or in Mississippi, because privity of estate was lacking. The district court refused to award any compensatory damages, however, because the evidence of harm presented by Winn-Dixie was “too general, vague, and speculative.” The court also denied punitive damages, finding no “intentional misconduct” or “gross negligence” because “[t]he grocery exclusives ... are rife with ambiguities and the scope of their restrictions are uncertain at best,” and because Winn-Dixie did not make a formal demand on Defendants to comply prior to filing suit. Turning to Winn-Dixie’s request for in-junctive relief, the district court determined that, with Dr. Pacey’s testimony off the table, a remedy at law was inadequate because of its “skepticism that Plaintiffs could ever provide sufficient evidence to be entitled to an award of damages.” However, the court granted injunctive relief only if a Defendant’s store violated a narrowly construed restrictive covenant. For a number of reasons, the district court found that injunctive relief was unavailable at forty-three stores regardless of whether Defendants had violated the terms of the grocery exclusives. Thirty-one stores had closed, making an injunction unnecessary. The court awarded no relief as to the six stores in Louisiana and one in Mississippi, where the covenants were unenforceable. For one store, Dollar General’s lease predated the restrictive covenant; thus, the court determined that the subsequent restrictive covenant was not enforceable. For four stores with nonstandard covenants, the court concluded it could not craft a specific, detailed injunction that satisfied the requirements found in Federal Rule of Civil Procedure 65(d). In relevant part, Rule 65(d)(1) requires that “[ejvery order granting an injunction ... must ... (B) state its terms specifically; and (C) describe in reasonable detail ... the act or acts restrained or required.” Fed.R.Civ.P. 65(d)(1). At the remaining fifty-four stores, the district court reached the question of whether the Defendants had violated the narrowly construed covenants. The court checked for violations by looking to reports from Winn-Dixie investigators that estimated grocery sales areas for the stores at issue — again, counting only food items and shelving space. For thirty-seven stores, these reports showed no violation and the court entered no injunction. For six stores, the investigator reports indicated that restrictive covenants were violated by less than fifty square feet; the court ordered Defendants to ensure compliance within thirty days. For seven stores in violation by more than fifty square feet, the district court ordered Defendants to comply with the covenants. In addition, the district court directed three stores to comply with restrictive covenants that did not permit any sale of groceries. Finally, for one store, “gross inaccuracies” in the investigator report prevented Winn-Dixie from having a clear right to injunctive relief, but the court ordered Dollar Tree to measure the sales area and ensure compliance at that location within thirty days. In total, then, of the ninety-seven stores, the court found no violation of the grocery exclusives at thirty-seven stores; ordered some injunctive relief based on a narrow interpretation of “groceries” and “sales area” at seventeen; and granted no relief for an array of other reasons as to forty-three. The district court rejected Defendants’ affirmative defenses. After Winn-Dixie appealed, Big Lots and Dollar Tree filed separate cross-appeals. On September 10, 2012, Dollar General, Big Lots, and Dollar Tree certified to the district court that all stores identified as having been in violation by the order were in compliance with the injunction. II. A. After we inquired of the parties about our jurisdiction, the district court entered a second amended final judgment. That order certified the judgment as final pursuant to Rule 54(b). See Nat’l Ass’n of Bds. of Pharmacy v. Bd. of Regents of the Univ. Sys. of Ga., 633 F.3d 1297, 1306 (11th Cir.2011) (“[A] subsequent Rule 54(b) certification cures a premature notice of appeal from a nonfinal order dismissing claims or parties.”). It also addressed concerns about whether diversity jurisdiction had been properly pled. See 28 U.S.C. § 1653 (“Defective allegations of jurisdiction may be amended, upon terms, in the trial or appellate courts.”); Mallory & Evans Contractors & Eng’rs, LLC v. Tuskegee Univ., 663 F.3d 1304, 1305 (11th Cir. 2011) (per curiam). Therefore, appellate and subject matter jurisdiction are proper. See 28 U.S.C. § 1291; id. § 1332. B. Erie Railroad Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938), commands that we apply the substantive law of Florida, the forum state, in this diversity action filed in the Southern District of Florida. See Nebula Glass Int’l, Inc. v. Reichhold, Inc., 454 F.3d 1203, 1212 (11th Cir.2006). Thus, for the stores located in Florida, we interpret and enforce the restrictive covenants according to Florida law. As for the stores outside of Florida, we look to Florida’s choice of law rules. See Mazzoni Farms, Inc. v. E.I. Dupont De Nemours & Co., 166 F.3d 1162, 1164 (11th Cir.1999) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941)). In interpreting Florida law, we look first for case precedent from the Florida Supreme Court. Where we find none, we are “bound to adhere to decisions of the state’s intermediate appellate courts absent some persuasive indication that the state’s highest court would decide the issue otherwise.” Provau v. State Farm Mut. Auto. Ins. Co., 772 F.2d 817, 820 (11th Cir.1985) (per curiam). Winn-Dixie argues that the district court erred by awarding little or no injunc-tive relief at fifty-four stores where the grocery exclusives were binding and enforceable as restrictive covenants. At thirty-seven of these stores, the court found no violation, and thus refused to issue injunctions. Where it did order injunctive relief, at seventeen other stores, it did so on a limited basis, requiring only that Defendants ensure that their sale of food items did not exceed an allowable shelving area. Winn-Dixie claims that this relief was insufficient because the district court erred in interpreting the terms “staple or fancy groceries” and “sales area.” Despite the district court’s careful analysis of this difficult matter, we are compelled to reverse as to these fifty-four stores because the court interpreted the essential terms in the grocery exclusives based on a mistaken application of state law. Florida law applies to forty-one of these stores located in Florida, where the district court either found no covenant violation (twenty-five stores) or entered injunctive relief limited to the narrowly construed grocery exclusive terms (sixteen). Winn-Dixie says that we are bound by a Florida appellate case that construed a materially identical Winn-Dixie grocery exclusive much more broadly than the district court did here. See 99 Cent, 811 So.2d at 722. Because we agree as a matter of Florida law, and we are bound by Florida law, we reverse and remand as to these forty-one stores for a new trial based on an interpretation of the grocery exclusives terms consistent with the holding of the Florida Third District Court of Appeals in 99 Cent. We review de novo the district court’s interpretation of the language of the restrictive covenant. See Gibbs v. Air Canada, 810 F.2d 1529, 1532 (11th Cir. 1987) (“Contract interpretation is generally a question of law subject to de novo review on appeal.”). However, if the language “is ambiguous and the district court must look to extrinsic evidence to determine the intent of the parties, the district court’s determination of such intent is a finding of fact and is reviewed using the clearly erroneous standard.” United Ben efit Life Ins. Co. v. U.S. Life Ins. Co., 36 F.3d 1063,1065 (11th Cir.1994). The district court narrowly construed the covenant terms, confining “staple and fancy groceries” to food items and measuring “sales area” based only on shelving space. The court did so based on a long-standing general principle of Florida law: ambiguous restrictive covenants necessarily receive a narrow construction. The Florida Supreme Court has explained: Covenants restraining the free use of real property, although not favored, will nevertheless be enforced by courts of equity where the intention of the parties is clear in their creation, and the restrictions and limitations are confined to a lawful purpose and within reasonable bounds, unless the rights created by such covenants have been relinquished or otherwise lost. Such covenants are strictly construed in favor of the free and unrestricted use of real property, but effect will be given to the manifest intention of the parties as shown by the language of the entire instrument in which the covenant appears, when considered in connection with the circumstances surrounding the transaction. Due regard must be had for the purpose contemplated by the parties to the covenant, and words used must be given their ordinary, obvious meaning as commonly understood at the time the instrument containing the covenants was executed, unless they have acquired a peculiar meaning in the particular relation in which they appear, or in respect to the particular subject-matter involved, or unless it clearly appears from the context that the parties intended to use them in a different sense. Moore v. Stevens, 90 Fla. 879, 106 So. 901, 903 (1925) (emphasis added). Florida law calls for a two-stage analysis. Courts first ask whether a restrictive covenant is ambiguous. And second, if it is, “substantial ambiguity or doubt must be resolved against the person claiming the right to enforce the covenant.” Id. at 904. First, then, we are required to determine whether the grocery exclusives are indeed ambiguous. In Florida, ambiguity exists when a restrictive covenant “is susceptible to two different interpretations, each one of which is reasonably inferred from [its] terms.” Commercial Capital Res., LLC v. Giovannetti, 955 So.2d 1151, 1153 (Fla. 3d DCA 2007); see also Cont’l Ins. Co. v. Roberts, 410 F.3d 1331, 1333 (11th Cir.2005) (noting that a term is ambiguous under Florida law “if it is subject to two reasonable interpretations”). “In reviewing a document, a court must consider the document as a whole, rather than attempting to isolate certain portions of it. A court must look first to the plain language of a document and consider parol evidence only when the document is ambiguous on its face.” Lambert v. Berkley S. Condo. Ass’n, Inc., 680 So.2d 588, 590 (Fla. 4th DCA 1996) (citations omitted); see Rose v. M/V “Gulf Stream Falcon”, 186 F.3d 1345, 1350 (11th Cir. 1999) (“Contract interpretation principles under Florida law require us to look first at the words used on the face of the contract to determine whether that contract is ambiguous.”). If we were to assess the covenant terms using only this general analysis, both terms might appear ambiguous: “staple or fancy groceries” and “sales area” could be read as “susceptible to more than one reasonable interpretation.” Auto-Owners Ins. Co. v. Anderson, 756 So.2d 29, 34 (Fla.2000). Neither of the terms is defined in the document. Referencing the historical evolution of the supermarket, Winn-Dixie argues that “staple or fancy groceries” includes both food and nonfood items. Originally, the general store sold a variety of household items, food and nonfood. The supermarket incorporated the sale of perishables like meat, dairy, and produce alongside the traditional grocer’s wares. Winn-Dixie also cites to the Consumer Expenditure Study, an annual industry report of supermarket sales offered in evidence at trial that lists “Groeery-Non Food” as a category containing products like detergents, household supplies, and paper products. On the other hand, the Defendants have offered a reasonable food-only interpretation by pointing to the all-food examples listed immediately after “staple or fancy groceries”: “meats, fish, vegetables, fruits, bakery goods, dairy products or frozen foods.” Thus, groceries might mean only foods because “a word is known by the company it keeps (the doctrine of noscitur a sociis).” Gustafson v. Alloyd Co., 513 U.S. 561, 575, 115 S.Ct. 1061, 131 L.Ed.2d 1 (1995); see, e.g., Beecham v. United States, 511 U.S. 368, 371, 114 S.Ct. 1669, 128 L.Ed.2d 383 (1994) (“That several items in a list share an attribute counsels in favor of interpreting the other items as possessing that attribute as well”). Thus the term “groceries” appears to admit at least two reasonable interpretations. At first blush, the same could be said of the term “sales area.” Winn-Dixie argues that “sales area” must include the aisle space in which shoppers stand when accessing shelves. “Shoppers do not arrive by chopper, sending ropes down to hoist up their purchases.” 99 Cent, 811 So.2d at 722. But Defendants counter that “sales area” applies only to the physical space occupied by shelves displaying restricted products. A Dollar General official “testified that there are many ways to measure ‘sales area,’ including linear feet of the fixture shelves, linear feet of the fixture footprint, cubic feet, square feet of the fixture footprint, and square feet of the fixture footprint plus one-half of the adjacent aisle space.” Different readings of the grocery exclusive appear plausible. Still, we cannot assess ambiguity in this case without accounting for what a Florida intermediate appellate court has said before about these very terms. In a 2002 decision, Winn-Dixie Stores, Inc. v. 99 Cent Stuff-Trail Plaza, LLC, 811 So.2d 719, Florida’s Third District Court of Appeals interpreted a standard grocery exclusive materially identical to many of those at issue in this case. In that case, like here, the trial court based injunctive relief on a definition of the terms limited to only food items and shelving area, “the combined square footage of the store’s display racks, containing the items at issue.” Id. at 721. The Florida appellate court reversed, finding that a shopping center tenant was “bound by the clear words” of a Winn-Dixie restrictive covenant. Id. at 722. The court stated that, when a document does not define its terms, “to find the plain and ordinary meaning of words, one looks to the dictionary.” Id. Referring to Webster’s Third New International Dictionary (1986), the court interpreted “groceries” to include nonfood items like “many household supplies (as soap, matches, paper napkins).” Id. Further, the court determined that “[¡limiting the amount of sales area to just the ‘footprint’ of the actual fixtures is not a reasonable construction of the clause at issue” because “[s]hoppers make their choices while standing in aisles and the 500 square feet provided for in the leases at issue obviously contemplated customers viewing and purchasing products from such aisles.” Id. Therefore, for a grocery exclusive that contained a materially identical restriction on the sale of “staple or fancy groceries” to those found in ninety-one of the ninety-seven stores at issue in this case, the Florida court remanded for a more extensive injunction that counted nonfood grocery items and sales area including aisles. Id. The district court avoided applying 99 Cent, nevertheless, by distinguishing its factual and legal context, even though it recognized that “the standard grocery exclusive considered in 99 Cent is identical to the standard grocery exclusives in these consolidated cases.” “[Wjhether a decision is binding on another is dependent upon there being similar facts and legal issues.... [Wjhere the ... underlying facts are different, then a previous decision should not be binding.” U.S. Fire Ins. Co. v. J.S.U.B., Inc., 979 So.2d 871, 882-83 (Fla.2007). The district court distinguished 99 Cent, which involved one lease signed in 1999, from the current case, which involved many stores and leases that had been signed in the 1950s, 1960s, 1970s, 1980s, and 1990s, a fact deemed significant “in light of the changing definition of ‘groceries’ over the past sixty years.” The trial court concluded that “[i]t would be untenable ... to apply 99 Cent’s definition of ‘groceries’ in 2002 to leases that were signed as much as forty-five years earlier in five different states” because “what 99 Cent considered to be ‘groceries’ in 2002 is likely more expansive than what ... the parties to the leases at issue ... considered to be groceries in previous years.” We do not find it so easy to distinguish 99 Cent from the present case. A Florida court considering the meaning of the same terms in a materially identical grocery exclusive sided with Winn-Dixie, finding these terms to be clear and unambiguous based on a dictionary definition. Thus, the 99 Cent court applied an alternate Florida rule of contract construction: “One looks to the dictionary for the plain and ordinary meaning of words.” Beans v. Chohonis, 740 So.2d 65, 67 (Fla. 3d DCA 1999); see Garcia v. Fed. Ins. Co., 969 So.2d 288, 291-92 (Fla.2007) (assessing ambiguity in an insurance contract by consulting a dictionary as a “reference[ ] commonly relied upon to supply the accepted meanings of words”); Citizens Prop. Ins. Corp. v. M.A. & F.H. Props., Ltd., 948 So.2d 1017, 1020 (Fla. 3d DCA 2007) (citing 99 Cent for the principle that, “[i]n the absence of a contractual definition, we must presume that [a] word was intended to be used in its plain and ordinary way as can be ascertained by reference to a dictionary”). The fact that a similar form contract was signed many times over five decades in the current case, but was signed only once in 99 Cent, does little to undermine the Florida court’s conclusions about the plain meaning of the same covenant terms. The appellate court in no way based its conclusions on the development of the terms over time. Nor, significantly do we see any material evolution of the dictionary definition of groceries over the period when the leases were signed. The Florida court in 99 Cent referenced Webster’s Third New International Dictionary, which was first published in 1961. Its definitions of “groceries” and “grocer” have remained unchanged since. Notably, just one lease in this case was signed before publication of Webster’s Third New International. And that lease, from 1958, included a nonstandard exclusive (with no mention of “staple or fancy groceries”) that the district court found unenforceable anyway on other grounds. Regardless, Webster’s Second New International Dictionary, published first in 1934, also defined groceries to allow non-food items: a grocer is “a dealer in tea, sugar, spices, coffee, fruits, and various other commodities, chiefly foodstuffs.” Webster’s Second New International Dictionary 1105 (1958) (emphasis added). Indeed, a review of other dictionaries reveals no evidence of a contrary or changing definition. See, e.g., Oxford English Dictionary 862 (2d ed.1991) (groceries are “goods sold by a grocer;” a grocer is “[a] trader who deals in spices, dried fruits, sugar, and, in general, all articles of domestic consumption except those that are considered the distinctive wares of some other class of tradesmen” (emphasis added)); Webster’s New Collegiate Dictionary 502 (1979) (“groceries” are “commodities sold by a grocer”; a “grocer” is “a dealer in staple foodstuffs, household supplies, and usu. meats, produce, and dairy products” (emphasis added)). The district court also supported its interpretation of these terms by pointing to language in approximately twenty of the leases that referred to “groceries” as “food items.” More specifically, the standard grocery exclusives in these leases included additional carve outs for some drug stores, providing, for example, that “the permitted sale of the above listed food items shall be expanded to 1,500 sq. ft. of sales area.” The Defendants contend that, because the carve out refers to “groceries” as among “the above listed food items,” only food sales are restricted. This argument fails too because the very same type of carve out, including the same reference to “above listed food items,” was present in the lease at issue in 99 Cent. In short, a Florida appellate court looking at identical language did not read “above listed food items” to restrict “groceries” to only food. This interpretation is consistent with the text: it is possible that the added carve-outs were meant only to restrict food grocery sales, whereas the original language retained broader meaning. Because the Florida court confronted the same added language, no such distinction can be wedged between this case and 99 Cent on that basis. Federal courts sitting in diversity are “bound to adhere to decisions of [Florida’s] intermediate appellate courts, absent some persuasive indication that the state’s highest court would decide the issue otherwise.” Studstill v. Borg Warner Leasing, 806 F.2d 1005, 1007 (11th Cir.1986) (per curiam) (alteration in original) (quoting Provau, 772 F.2d at 820). We see no persuasive indication that the Florida Supreme Court would interpret the grocery exclusives in this case differently than the state appellate court did for the materially identical language found in 99 Cent. Indeed, the only other state intermediate appellate court to confront the interpretation of the Winn-Dixie grocery exclusives reached the same result in a nonpreceden-tial order affirming without opinion when a trial court followed 99 Cent. See Winrr- Dixie Stores, Inc. v. Noble Management Co. & Dolgencorp, Inc., No. CI 05-CI-1874, (Fla. 9th Jud. Cir. Aug. 31, 2007), aff'd sub nom. Dolgencorp, Inc. v. Winn-Dixie Stores, Inc., 988 So.2d 1287 (Fla. 5th DCA 2008) (per curiam without opinion). We are Erie-bound to give effect to the state rules of decision on the meaning and application of restrictive covenants. Thus, we conclude that the district court erred in finding the terms ambiguous and proceeding to the second step to construe the terms narrowly. Instead, the court should have followed the holding in 99 Cent by looking to the dictionary definitions, which instruct that “groceries” includes food and “many household supplies (as soap, matches, paper napkins)” and that sales area “includes fixtures and their proportionate aisle space.” 811 So.2d at 722 (emphasis added). Because the district court erred in discerning and applying Florida’s law, for these forty-one Florida stores, we reverse the judgment of the district court and remand the case for a new trial based on the definition of the terms “staple or fancy groceries” and “sales area” under Florida law as pronounced by Florida’s Third District Court of Appeals in 99 Cent. C. Of course, the Florida court’s analysis in 99 Cent is binding only as a pronouncement of Florida law. But the district court applied Florida law to the interpretation of grocery exclusive terms found in all the leases at issue, including for eleven stores in Alabama and two in Georgia. In this diversity case we must follow the choice of law rules of the forum state, Florida. See Mazzoni Farms, 166 F.3d at 1164. A Florida court adjudging a restriction on property in another state applies the substantive law of the home state (lex loci rei sitae). See Xanadu of Cocoa Beach, Inc. v. Zetley, 822 F.2d 982, 985 (11th Cir.1987); Connor v. Elliott, 79 Fla. 513, 85 So. 164, 165 (1920) (“So far as real estate or immovable property is concerned, the laws of the state where it is situated furnish the rules which govern its descent, alienation, and transfer, the construction, validity, and effect of conveyances thereof, and the capacity of the parties to such contracts or conveyances, as well as their rights under the same.”). Therefore, Florida law requires that the laws of Alabama and Georgia be applied to interpret restrictive covenants running with property located in those states unless the parties validly consented to the application of Florida law. The record in no way indicates such consent. Therefore, we reverse and remand the judgment of the district court concerning the eleven Alabama stores and the two found in Georgia and direct the court to apply the appropriate state law rules of decision for those locations. III. For the remaining forty-three stores, the district court denied all relief on other grounds, regardless of whether the stores violated Winn-Dixie’s grocery exclusives. Discerning no error as to these stores, we affirm. A. After barring testimony from Winn-Dix-ie’s expert on damages, Dr. Pacey, the district court refused to award compensatory damages for any store at issue. Winn-Dixie argues that the court erred in excluding Dr. Pacey, but we disagree. The district court acted within its considerable discretion when it concluded that Dr. Pacey’s testimony would not assist the trier of fact and that her methodology was not sufficiently reliable. We review for abuse of discretion a trial court’s decision to exclude an expert’s testimony. Kilpatrick v. Breg, Inc., 613 F.3d 1329, 1334 (11th Cir.2010); see also Gen. Elec. Co. v. Joiner, 522 U.S. 136, 140, 118 S.Ct. 512, 139 L.Ed.2d 508 (1997). Exclusion of an expert amounts to an abuse of discretion if the court “applies the wrong law, follows the wrong procedure, bases its decision on clearly erroneous facts, or commits a clear error in judgment.” United States v. Brown, 415 F.3d 1257, 1266 (11th Cir.2005). The district court enjoys “considerable leeway” in making such evidentiary decisions, and will be reversed only if “the ruling is manifestly erroneous.” United States v. Frazier, 387 F.3d 1244, 1258 (11th Cir.2004) (en banc). Under Rule 702 of the Federal Rules of Evidence, interpreted in Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 593, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993), the district courts perform an essential “gatekeeping” function in screening expert scientific and technical evidence. Frazier, 387 F.3d at 1260. To this end, trial courts conduct a rigorous three-part inquiry that asks: (1) if the expert is qualified by background, training, and expertise to testify competently regarding the matters he intends to address; (2) whether the methodology by which the expert reaches his conclusions is sufficiently reliable as determined by the sort of inquiry mandated in Daubert; and (3) if the expert testimony would assist the trier of fact, through the application of scientific, technical, or specialized expertise, to understand the evidence or to determine a fact in issue. Id. Here, the district court barred Dr. Pacey’s testimony based on the second and third prongs: her reports “would not assist the trier of fact in determining a fact in issue in this case” and “her methodology [wa]s not sufficiently reliable.” To begin with, the court criticized Dr. Pacey’s analysis because it measured merely the effect of the presence of a competing store, without reflecting that most of the Defendants’ stores were permitted to sell some grocery products. The district court found that, “[b]y measuring overall competition and consumer behavior instead of Winn-Dixie’s damages caused by Defendants’ violations of the grocery exclusives, ... Dr. Pacey’s Reports are analyzing the wrong problem and therefore do not assist the trier of fact to determine a fact in issue in this case.” The district court also determined that, because Dr. Pacey’s economic model and regression analysis did not provide empirical evidence of causation, “the probative value of her evidence is substantially outweighed by the danger of misleading the jury under Fed.R.Evid. 403.” The court expressed a number of other concerns with the expert’s reports: they were not peer reviewed; they used Winn-Dixie sales data drawn from recession years in 2009 and 2010 to calculate damages during the pre-recession period from 2005 through 2008, when Winn-Dixie sales likely were higher; they presumed without sufficient support that customers purchased meat and other groceries at the same store; they considered only competitors within an arbitrary three mile radius of a Winn-Dixie store; and they alleged damages suffered by Winn-Dixie for products that Defendants’ stores do not sell. The district court acted within its broad discretion in determining that Dr. Pacey’s reports could not satisfy the second and third Daubert prongs. In this case, these two considerations are connected. Dr. Pacey’s testimony was not based upon a methodology that could reliably estimate Winn-Dixie damages caused by Defendants’ covenant violations. As a result, her testimony would not assist the trier of fact in determining a fact at issue. First, the trial court could fairly determine that the regression analysis employed by Dr. Pacey was not a reliable method of showing damages suffered by inn-Dixie as a result of grocery exclusive violations. Dr. Pacey’s model failed to recognize that nearly all of the restrictive covenants permitted some amount of grocery sales at Defendants’ stores. Winn-Dixie acknowledges this shortcoming, but argues that a finder of fact could calculate damages merely by applying a “credit” for “permitted” sales. The district court rejected this approach, however, because the analysis measured “overall competition and consumer behavior instead of Winn-Dixie’s damages caused by Defendants’ violations of the grocery exclusives.” Dr. Pacey measured for the effect of the wrong factor — a dollar store’s proximity, not its prohibited grocery sales. The district court could determine, as it did, that “no tweaking can fix that problem.” Winn-Dixie also argues that Dr. Pacey believed that sales of grocery products up to a maximum of 500 square feet of sales area have zero or negligible impact. But the district court reasonably rejected the unsupported assumption that, because Winn-Dixie permits some sales, those permitted sales must have no effect on supermarket revenue. In the end, Dr. Pacey’s regression model was not a reliable method for establishing the damages caused by Defendants’ violations of restrictive covenants. Dr. Pacey herself admitted to the district court, when asked why her regression analysis did not measure “the effect of the violation” instead of the more general presence of a competitor: “if you want to measure it that way, it’s not a regression measure. Then don’t use regression. Use some other avenue.” Second, because Dr. Pacey’s methodology did not reliably measure Winn-Dixie’s damages, and instead estimated the effect of a Defendant store’s presence on Winn-Dixie sales, the trial court could determine that her testimony would not have helped the trier of fact. In Daubert, the Supreme Court explained: Rule 702 further requires that the evidence or testimony “assist the trier of fact to understand the evidence or to determine a fact in issue.” This condition goes primarily to relevance. “Expert testimony which does not relate to any issue in the case is not relevant and, ergo, non-helpful.” 3 Weinstein & Berger ¶ 702[02], p. 702-18. The consideration has been aptly described by Judge Becker as one of “fit.” “Fit” is not always obvious, and scientific validity for one purpose is not necessarily scientific validity for other, unrelated purposes. The study of the phases of the moon, for example, may provide valid scientific “knowledge” about whether a certain night was dark, and if darkness is a fact in issue, the knowledge will assist the trier of fact. However (absent creditable grounds supporting such a link), evidence that the moon was full on a certain night will not assist the trier of fact in determining whether an individual was unusually likely to have behaved irrationally on that night. Rule 702’s “helpfulness” standard requires a valid scientific connection to the pertinent inquiry as a precondition to admissibility. 509 U.S. at 591-92, 113 S.Ct. 2786 (citations omitted). Here, the trial court could reasonably determine that “fit” is lacking. Dr. Pacey studied the correlation between Winn-Dix-ie non-meat grocery sales and the presence of a Defendant’s store nearby. But, to prove its claims, Winn-Dixie needed to make a far more precise showing: that Winn-Dixie suffered damages as a result of Defendants’ sale of groceries in a larger sales area than permitted by the restrictive covenants. Dr. Pacey’s analysis employed tools far too blunt to illuminate this question. Winn-Dixie asks to bridge too broad a logical gap: the fact that Dr. Pacey found lower Winn-Dixie sales when a dollar store is nearby sheds little light on the amount of direct damages caused by a Defendant’s impermissible grocery sales. But admission of the evidence could mislead a jury into believing that the data speaks to a causal link. See Frazier, 387 F.3d at 1263 (“[EJxpert testimony may be assigned talismanic significance in the eyes of lay jurors, and, therefore, the district courts must take care to weigh the value of such evidence against its potential to mislead or confuse.”). As the district court explained: [TJhe issue in this case is not whether Defendants are competing with Winn-Dixie. The issue is what damages, if any, Defendants caused Plaintiffs by selling more groceries than allowed in the respective stores’ grocery exclusives. Since Dr. Pacey’s Reports do not provide any empirical evidence on this issue, I find that allowing her to testify may cause a jury to believe that Defendants are causing Plaintiffs’ damages by selling more groceries than allowed, when her regression model and other empirical data is only focused on competition. Thus, the district court acted within its discretion in excluding Dr. Pacey’s testimony when it found her conclusions about damages were not based on reliable methodology and her analysis did not assist the trier of fact (here, the district court) with any issue in the case. See Goodman v. Highlands Ins. Co., 607 F.2d 665, 668 (5th Cir.1979) (“[A] trial judge sitting without a jury is entitled to even greater latitude concerning the admission or exclusion of evidence.”); see also In re Unisys Sav. Plan Litig., 173 F.3d 145, 158 (3d Cir. 1999). While the court expressed a number of additional concerns with Dr. Pacey’s analysis, particularly with the variables underlying her regression calculations, we need not address them to affirm the court’s exclusion of her testimony. B. Winn-Dixie’s unsuccessful Daubert argument is the only challenge it makes to the court’s conclusion that Winn-Dixie could not prove damages. See Winn-Dixie, 886 F.Supp.2d at 1346 (explaining that, after Dr. Pacey was excluded, evidence as to damages “was hopelessly speculative,” and ‘Winn-Dixie effectively conceded that it could not prove damages”). Thus, we see no error in the district court’s determination that Winn-Dixie cannot prove compensatory damages. With damages off the table, then, we affirm the denial of all relief as to thirty-one stores that had closed by the time of trial, necessarily making injunctions ineffective. For the same reason, we affirm as to four stores for which Winn-Dixie does not challenge the district court’s determination that in-junctive relief was unavailable because of Rule 65(d). C. We also affirm the district court’s refusal to enforce the grocery exclusives at six stores in Louisiana and one store Mississippi pursuant to the laws of those states. We review the district court’s interpretation of state law in a diversity case de novo. Jones v. United Space Alliance, L.L.C., 494 F.3d 1306, 1309 (11th Cir.2007). 1. The district court refused to enforce the restrictive covenants under Louisiana law, concluding that state law required more than “a clearly expressed intention” that a covenant run with the land. We agree. In Louisiana, “[m]erely stating that a contract is to ‘run with the land’ does not create immoveable rights.” U-Serve Petroleum & Invs., Inc. v. Cambre, 486 So.2d 821, 824 (La.Ct.App.1986). Instead, for a covenant to run with the land&emdash;to be a “real obligation”&emdash;it “can be established only by a title.... [T]he real obligation must be clearly apparent from the title documents themselves.” Leonard v. Lavigne, 245 La. 1004, 162 So.2d 341, 343 (1964). The district court refused to enforce Winn-Dixie’s grocery exclusives at the six Louisiana locations at issue because the grocery exclusives were not a “real obligation” clearly apparent from the “title documents.” Winn-Dixie’s effort to squeeze a common law rule into the civil law fails because, in Louisiana, a lease contract is not a title document that can give rise to a real obligation. See Leonard, 162 So.2d at 343. “Under the civil law concept, a lease does not convey any real right or title to the property leased, but only a personal right.” Richard v. Hall, 874 So.2d 131, 145 (La.2004). Winn-Dixie thus cannot enforce its grocery exclusives under Louisiana law because the leases established only personal, not real property rights— the leases containing the grocery exclusives are not title documents that can create a real obligation. See Leonard, 162 So.2d at 343 (refusing to find a covenant running with the land when a lease provision restricted operation of a competing filling station on adjoining property); Wolfe v. N. Shreveport Dev. Co., 228 So.2d 148, 149-51 (La.Ct.App.1969) (refusing to find a covenant running with the land when a lease provision prohibited the operation of other shoe stores in a shopping center); see also U-Serve, 486 So.2d at 824 (“Although the contract in question stated that it was to ‘run with the land,’ it was in fact a personal contract between Cambre and U-Serve because it favored the person of U-Serve and not a dominant estate.”). In short, the district court did not err in concluding that Louisiana law does not recognize Winn-Dixie’s grocery exclusives as real obligations running with the land. 2. Likewise, the district court declined to enforce a grocery exclusive against one Dollar General store at issue in Mississippi because of a lack of privity of estate. Again, we find no error. The Mississippi Supreme Court requires that “privity of estate must exist between the person claiming right to enforce the covenant and the person upon whom burden of covenant is to be imposed.” Hearn v. Autumn Woods Office Park Prop. Owners Ass’n, 757 So.2d 155, 158 (Miss.1999); see Vulcan Materials Co. v. Miller, 691 So.2d 908, 913 (Miss.1997). In Mississippi, privity of estate exists between “those who stand in mutual or successive relationship to the same rights of property,” Lipscomb v. Postell, 38 Miss. 476, 489 (1860). In other words, privity of estate is “that which exists between lessor and lessee, tenant for life and remainderman or rever-sioner, etc., and their respective assignees, and between joint tenants and coparce-ners.” Hearn, 757 So.2d at 158 (quoting Black’s Law Dictionary 1080 (5th ed.1979)). Mississippi case precedent does little to elaborate on this privity requirement. Traditionally, however, privity of estate is satisfied when a party shows both horizontal and vertical privity. See 9 Powell on Real Property § 60.04(3)(c)(v) (Michael Allan Wolf ed., 2001 & Supp.2013). Horizontal privity requires that a covenant is created as part of a simultaneous conveyance of an estate between the parties. 20 Am. Jur.2d Covenants, Conditions, and Restrictions § 26 (2014). Here, such a relationship did exist. The shopping center landlord shared a lessor-lessee relationship with tenant Winn-Dixie when the grocery exclusive was included in the lease agreement. Vertical privity, by contrast, refers to the relationship between a covenanting party and her suecessor(s) in interest: here, between the landlord and Dollar General. Id. Vertical privity comes in two flavors, strict and relaxed: To establish vertical privity, a chain of title must be established between the original covenantor or covenantee and the person claimed to be bound by the covenant or entitled to its benefit. For “strict” vertical privity, the successor must hold the same estate (in durational, not geographical, terms) as the original party to the servitude; for “relaxed” vertical privity, the successor may hold a lesser estate carved out of the estate held by the original party. Lessees of the person holding the same estate as an original party to the covenant and life tenants of property in which the remainder or reversion is the same estate as that of an original party to the covenant are not in strict vertical privity, but meet the requirement for relaxed vertical privity. Restatement (Third) of Prop.: Servitudes § 5.2 cmt. b. (2000). In the present case, relaxed vertical privity exists, but strict vertical privity does not. Because Dollar General took only part of the landlord’s estate (a leasehold), and was not an assign-ee of its entire interest, there is no strict vertical privity. However, because Dollar General took a part of the estate, relaxed privity is satisfied. Thus, Winn-Dixie cannot enforce its grocery exclusive for the Mississippi store if that state requires strict vertical privity. Mississippi case law does not address the appropriate vertical privity standard. The modern trend, exemplified in the Third Restatement of Property, is to eliminate the vertical privity requirement. Instead of following this trend, Mississippi courts have retained a general privity rule in recent cases without specifying what type of vertical privity they require. See, e.g., Joumeay v. Berry, 953 So.2d 1145, 1154 (Miss.Ct.App.2007). Therefore, to determine the vertical privity rule in Mississippi, we look to earlier authorities that reflect the traditional privity principles from which Mississippi drew its doctrine. “The first Restatement of Property took the position that relaxed vertical privity is required for the benefit of covenants to run either at law or in equity, and that strict vertical privity is required for the burdens of covenants to run at law.” Restatement (Third) of Prop.: Servitudes § 5.2 cmt. b. Indeed, the First Restatement of Property explained: The successors in title to land respecting the use of which the owner has made a promise are not bound as promisors upon the promise unless by their succession they hold (a) the estate or interest held by the promisor at the time promise was made, or (b) an estate or interest corresponding in duration to the estate or interest held by the promisor at that time. Restatement (First) of Prop. § 535 (1944). The Restatement authors commented: The restriction of liability to cases where this formal identification exists rests in modern times upon the feeling that the imposition of an obligation as a promi-sor, upon one who has not promised, by virtue of succession to another who has should be kept within relatively narrow even though formal limits. Id. cmt. a. Though courts and commentators do not universally agree about the wisdom of a strict vertical privity requirement, courts in a number of states have cited the First Restatement in requiring strict vertical privity for a burden to run. See, e.g., Marathon Fin. Co. v. HHC Liquidation Corp., 325 S.C. 589, 483 S.E.2d 757, 765 (S.C.Ct.App.1997); Grimes v. Walsh & Watts, Inc., 649 S.W.2d 724, 728 (TexApp. 1983); Old Dominion Iron & Steel Corp. v. Va. Elec. & Power Co., 215 Va. 658, 212 S.E.2d 715, 721 (1975). We believe that, confronted with this question, Mississippi courts would follow this trend and require strict vertical privity to enforce the burden of a restrictive covenant. As a result, because strict vertical privity does not exist between Dollar General and the shopping center landlord in this case, Winn-Dixie cannot enforce a restrictive covenant against the Mississippi store. D. We also affirm the district court’s conclusion that Winn-Dixie could not enforce a covenant against one Dollar General store in Florida whose lease was signed before the Winn-Dixie lease that contained the restrictions. Winn-Dixie argues that, under Florida law, subsequent modifications to the terms of Dollar General’s lease made the covenant enforceable. Reviewing de novo this question of state law, we find that the lease modifications here did not subject Dollar General to covenants created after its original lease. “Restrictive covenants are only enforceable against those who have notice of such restrictions....” Hagan v. Sabal Palms, Inc., 186 So.2d 302, 311 (Fla. 2d DCA 1966) (quoting Batman v. Creighton, 101 So.2d 587, 593 (Fla. 2d DCA 1958)). Therefore, a party who takes an interest in property before a restriction is created, and who thus lacks notice of that limitation, is not bound by a restrictive covenant. See Norwood Shopping Ctr., Inc. v. MKR Corp., 135 So.2d 448, 450 (Fla. 3d DCA 1961). One cannot know of what does not exist. However, after Winn-Dixie signed its lease, Dollar General agreed to lease modifications that “extended the term, added some common area maintenance charges that were not involved in the original lease, changed the property tax obligation, added some options to renew under specific terms, and altered the original percentage rent provisions.” Winn-Dixie argues that, because Dollar General executed these lease modifications, it formed a new lease subject to Winn-Dixie’s then-existing property rights. No Florida precedent, and little national case law, addresses whether a lease modification can subject a tenant to a restrictive covenant formed after creation of the original leases. A New York case cited by the district court provides the closest comparator. See L’Art de Jewel Ltd. v. Hudson Sheraton Corp., 46 A.D.3d 418, 850 N.Y.S.2d 3 (N.Y.App.Div.2007). There, the dispute involved two jewelers who leased space in a hotel. The jeweler who signed the later lease sued the first based on a restrictive covenant, claiming that the first “was on notice of the terms of the restrictive covenant in plaintiffs lease when [the first jeweler] commenced a ‘new’ term of its license.” Id. at 420, 850 N.Y.S.2d 3. The New York appellate court rejected this argument: Th[e] agreement between [the first jeweler] and the hotel merely amended the existing May 1999 license by extending its term and relocating [the jeweler’s] operation in a different part of the hotel’s lobby. As to all other particulars, the May 1999 agreement continued in effect, and governed the rights of the parties in regard to [the jeweler’s] operation in the hotel lobby. Id. Because the original lease remained in effect, albeit subject to modified terms concerning the length of the lease and location of the operation, the first jeweler’s original lease controlled for purposes of determining restrictive covenants. As a result, later lease modifications did not bind a first tenant to a restrictive covenant created by a second tenant’s lease. Subsequent New York cases cite and apply the rule found in L’Art. See Ernie Otto Corp. v. Inland Se. Thompson Monticello, LLC, 91 A.D.3d 1155, 1157, 936 N.Y.S.2d 756 (2012) (explaining that, for purposes of enforcing restrictive covenants, “[m]ere amendments to a preexisting tenant’s lease, that do not materially affect the rights of the parties under it or otherwise work to annul the prior agreement, do not constitute a new agreement”); Fratelli’s Pizza & Rest. Corp. v. Kayzee Realty Corp., 74 A.D.3d 481, 481, 902 N.Y.S.2d 534 (2010) (“[T]he subject restrictive covenant cannot be enforced against a competing tenant whose lease predates the covenant’s execution, absent evidence that the competing tenant’s lease is falsely dated, or that the competing tenant, before entering into its lease, had notice of the landlord’s intention to enter into the covenant. ...”). A Florida court likely would apply the same rule, particularly because in Florida “[r]estrietive covenants are not favored and are to be strictly construed in favor of the free and unrestricted use of real property.” Wilson v. Rex Quality Corp., 839 So.2d 928, 930 (Fla. 2d DCA 2003) (citing Moore, 106 So. at 903); cf. Fratelli’s Pizza, 74 A.D.3d at