NPS, LLC (NPS) (plaintiff) sold a ten-season license for two luxury seats at Gillette Stadium, where the New England Patriots professional football team played, to Paul Minihane (defendant). The license agreement required Minihane to pay $3,750 annually for each of the 10 football seasons. After Minihane failed to pay for the second season an acceleration clause in the contract required him to pay the entire balance for the remaining years on the license. When Minihane refused to pay the balance owed, NPS filed suit seeking recovery of the money. Minihane argued the acceleration clause in the license agreement was an unlawful penalty. The trial court agreed and refused to enforce the provision because the amount due, approximately $65,000, was grossly disproportionate to a reasonable estimate of actual damages made at the time of contract formation. Instead, the court awarded NPS damages of $6,000. NPS appealed.