[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 22-13776 ____________________

ALABAMA AIRCRAFT INDUSTRIES, INC., ALABAMA AIRCRAFT INDUSTRIES INC BIRMINGHAM, PEMCO AIRCRAFT ENGINEERING SERVICES INC, Plaintiffs-Appellants, versus BOEING COMPANY, THE, BOEING AEROSPACE OPERATIONS INC, BOEING AEROSPACE SUPPORT CENTER,

Defendants-Appellees.

____________________ USCA11 Case: 22-13776 Document: 57-1 Date Filed: 04/04/2025 Page: 2 of 31

2 Opinion of the Court 22-13776

Appeal from the United States District Court for the Northern District of Alabama D.C. Docket No. 2:11-cv-03577-RDP ____________________

Before JILL PRYOR, BRANCH, and ED CARNES, Circuit Judges. ED CARNES, Circuit Judge: More than a dozen years ago, the parties to this appeal agreed to a contractual provision that limits the types of damages they could recover from each other if things went badly. Which they did. The litigation is still going, but only a single statutory tort claim for trade secret misappropriation remains. The question is whether, at the motion to dismiss stage, the contractual damages limitation provision forecloses all of the damages sought on that tort claim. The answer is that it almost does, but not quite. That answer comes from the plain language of the parties’ contractual provision read in light of the Missouri Uniform Trade Secrets Act (aka “the Missouri Trade Secrets Act”). I. BACKGROUND FACTS AND PROCEDURAL HISTORY A. The First Appeal (Pemco I) and the One Remaining Claim This case has been here before. See Ala. Aircraft Indus., Inc. v. Boeing Co., No. 20-11141, 2022 WL 433457 (11th Cir. Feb. 14, 2022) (unpublished) (Pemco I). In our earlier decision, we set out in detail the facts as alleged in the complaint (the operative one at that time), including its description of the long and troubled USCA11 Case: 22-13776 Document: 57-1 Date Filed: 04/04/2025 Page: 3 of 31

22-13776 Opinion of the Court 3

relationship between the companies involved in this appeal, Pemco and Boeing.1 See id. at *1–5. We reversed the district court’s judg- ment dismissing the claim that Boeing violated the Missouri Trade Secrets Act by misappropriating Pemco’s trade secrets, and we re- manded the case for further proceedings. See id. at *17. After remand, Pemco filed a new complaint, which is now the operative one. It asserts a single claim against Boeing for a vi- olation of the Missouri Trade Secrets Act. The district court dis- missed the complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). We review de novo that judgment, accepting as true all well- pleaded allegations in that complaint and construing them in the light most favorable to Pemco.2 See Hunt v. Aimco Props., L.P., 814 F.3d 1213, 1221 (11th Cir. 2016). B. Pemco and Boeing’s “Teaming Arrangement” Pemco and Boeing’s relationship has varied when it comes to servicing a fleet of aircraft for the United States Air Force.

1 We re