Transportation & Transit Associates (TTA) (plaintiff) was a subcontractor for the railcar manufacturing and repair division of Morrison Knudsen Corporation (MKC) (defendant). Under their contract, MKC promised TTA at least $15,000,000 in business over a period of five years. The contract also provided that if MKC lost some of its railcar projects, MKC’s obligation to TTA would be reduced proportionally. MKC lost $350,000,000 in 1994, largely from its rail operations. MKC divested its transit division to American Passenger Rail Car Company, LLC (Amerail). However, TTA did not consent to the transfer of MKC’s responsibilities under the contract to Amerail, and Amerail did not hire TTA for as much business as was required under the contract. TTA sued MKC and Amerail, and a default judgment was entered against Amerail. TTA and MKC moved for summary judgment. The district court granted TTA’s motion and entered judgment for an amount of stipulated damages in favor of TTA. MKC appealed.