Michael Fitzgerald v. Ronda McNae

USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 1 of 24 NOT FOR PUBLICATION In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 25-11685 ____________________ MICHAEL J. FITZGERALD, Plaintiff-Counter Defendant-Appellee, YELANY DE VARONA, Plaintiff-Defendant-Appellee, versus RONDA MCNAE, individually, Defendant-Counter Claimant-Appellant, MR. WILLIAM MCNAE, Defendant, SOFTWARE ONE, INC., Respondent. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 2 of 24 2 Opinion of the Court 25-11685 ____________________ Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 1:22-cv-22171-JEM ____________________ Before ROSENBAUM, NEWSOM, and WILSON, Circuit Judges. PER CURIAM: This case involves a fraught interpersonal dispute between a married couple and their one-time family friend, Appellee Mi- chael Fitzgerald. To resolve the issues between them, the trio signed a confidential settlement agreement. Fitzgerald gave the couple $97,000, and, in return, they agreed not to disparage him or tell anyone about the agreement. But after signing, one-half of the couple, Appellant Ronda McNae, e-mailed Fitzgerald’s employers and posted online, accusing him of rape and sexual assault. Fitz- gerald sued Ronda1 for breach of the Agreement and won. Now, Ronda argues before us that the district court erred by granting summary judgment in his favor and awarding him $2,746,703.27 in economic and noneconomic damages. We affirm. I. BACKGROUND In October 2019, Fitzgerald, then-Chief Technology Officer at SoftwareONE, invited William and Ronda McNae (who were married to each other), to Miami to celebrate the company’s Initial 1 Because this opinion refers to both William and Ronda McNae, to avoid con- fusion, we refer to each of the McNaes by their first names. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 3 of 24 25-11685 Opinion of the Court 3 Public Offering. At the time, William worked for Microsoft, one of SoftwareONE’s partners. While in Miami, Ronda and Fitzgerald had a sexual encounter, which Fitzgerald calls an affair and Ronda an assault. Shortly after, Ronda and Fitzgerald flew to meet each other in San Francisco, where they shared a single hotel room and had another sexual encounter. The next month, in November, Fitzgerald discovered that William knew about the pair’s sexual encounters. Fitzgerald told Ronda he wanted to “back away” to allow her and her husband to “work on their marriage.” But on February 2, 2020, Ronda told Fitzgerald she was preg- nant with his child. That was a lie. Ronda also told Fitzgerald that she planned to divorce William and asked Fitzgerald to financially support her and their child, including by buying her maternity clothes and a “push present.” Two days after Ronda told Fitzgerald she was pregnant, she texted him to say that William suggested she might have been too intoxicated to consent to sex with Fitzgerald in Miami. Eventually, Ronda told Fitzgerald she’d had an abortion and ended the “pregnancy.” He agreed to pay $1,500 a month for Ronda’s therapy and offered to help pay for marriage counseling for the McNaes. From February to April 2020, the McNaes and Fitzgerald negotiated the terms of an agreement to cover those costs. On June 15, 2020, represented by attorneys, the parties both signed a “confidential settlement agreement” (“Agreement”) to USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 4 of 24 4 Opinion of the Court 25-11685 “resolve” and “amicably settle all disputes between” them. The Agreement provided that Fitzgerald would pay Ronda $97,000 in return for the McNaes’ promise not to refer to Fitzgerald online or to contact his employer. And all involved agreed not to “disparage each other” or to reveal the CSA’s existence or its terms to anyone else—except to their attorneys, accountants, and (in some circum- stances) law enforcement. More than a year later, on October 20, 2021, April 7, 2022, and April 15, 2022, Ronda filed police reports against Fitzgerald with Washington, California, and Florida police departments. The reports alleged harassment, rape, and sodomy. Both parties agree that the Agreement didn’t prevent Ronda from doing so. Ronda also contacted SoftwareONE and Microsoft on six oc- casions between March 31 and July 15, 2022, to reveal the existence of the Agreement and accuse Fitzgerald of sexual assault. And four times between January 1 and October 10, 2022, Ronda posted her accusations on a public Instagram account and an internet blog, in some instances using Fitzgerald’s full name. Plus, on January 20, 2022, Ronda sent the Agreement to three members of the press. In the midst of Ronda’s several disclosures, on June 14, 2022, Fitzgerald sued Ronda for breach of the Agreement. Fitzgerald amended his complaint on December 30, 2022, adding William as a defendant and including claims for libel, intentional infliction of emotional distress, loss of consortium, and malicious prosecution. The McNaes moved to dismiss the amended complaint for lack of subject-matter jurisdiction and for failing to state a claim. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 5 of 24 25-11685 Opinion of the Court 5 The district court granted the motion to dismiss for lack of subject- matter jurisdiction as to William, but not as to Ronda. It also dis- missed the libel, intentional-infliction-of-emotional-distress, loss- of-consortium, and malicious-prosecution counts—leaving a single count for breach of contract. Then, Ronda filed an answer asserting seven affirmative de- fenses under Federal Rule of Civil Procedure 8(c): (1) lack of sub- ject-matter jurisdiction; (2) public policy; (3) Florida’s Sunshine in Litigation Act; (4) lack of consideration; (5) fraud in the induce- ment; (6) duress; and (7) failure to mitigate damages. She also counterclaimed, seeking damages resulting from Fitzgerald’s al- leged breach of the Agreement. In response, Fitzgerald moved to dismiss the counterclaim and to strike the first six of Ronda’s seven affirmative defenses un- der Federal Rule of Civil Procedure 12(f ). That rule allows a dis- trict court to “order stricken from any pleading any insufficient de- fense or any redundant, immaterial, impertinent, or scandalous matter.” FED. R. CIV. P. 12(F). The district court granted Fitzger- ald’s motion in part, dismissing the counterclaim and striking Ronda’s first through fifth affirmative defenses Fitzgerald moved for summary judgment as to liability on his remaining breach-of-contract claim. The district court ruled in his favor, holding that Fitzgerald established a valid contract, mate- rial breach, and at least nominal damages. It also held that Ronda’s duress defense failed because the facts didn’t show she signed the USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 6 of 24 6 Opinion of the Court 25-11685 Agreement involuntarily or that any mental illness she suffered at the time made her incompetent to understand the Agreement. After granting summary judgment on liability for Fitzger- ald, the district court held a bench trial on damages. In its final judgment for Fitzgerald, the court awarded him a total of $2,746,703.27 in economic and noneconomic damages. Ronda filed a pro se notice of appeal from the final judg- ment and from “all prior orders, rulings, and interlocutory deci- sions that merge into or are subsumed within that judgment.” II. STANDARDS OF REVIEW We review de novo the district court’s grant of summary judgment. Newcomb v. Spring Creek Cooler, Inc., 926 F.3d 709, 713 (11th Cir. 2019). In conducting our review, we “view all of the evi- dence in the light most favorable to the nonmoving party and draw all reasonable inferences in that party’s favor.” FindWhat Inv. Grp. v. FindWhat.com, 658 F.3d 1282, 1307 (11th Cir. 2011) (citation omit- ted). A district court should grant summary judgment if “there is no genuine dispute as to any material fact and the movant is enti- tled to judgment as a matter of law.” FED. R. CIV. P. 56(a). A “ma- terial fact” is one that might affect the outcome of the case. BBX Cap. v. FDIC, 956 F.3d 1304, 1314 (11th Cir. 2020) (per curiam). And a dispute is “genuine” if a reasonable jury could find in favor of the non-moving party. Id. We review the district court’s damages award for clear error. Hiatt v. United States, 910 F.2d 737, 742 (11th Cir. 1990). In doing so, USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 7 of 24 25-11685 Opinion of the Court 7 we “afford considerable deference to the district court.” Marmol v. Kalonymus Dev. Partners, LLC, 161 F.4th 715, 728 (11th Cir. 2025). For instance, “[w]hen determining whether a district court’s damages award constituted clear error, ‘we must be especially careful about reversing findings of fact based on the district court’s evaluation of live witness testimony because the district court is better positioned to evaluate such evidence.’” In re Superior Constr. Co., Inc. v. Brock, 445 F.3d 1334, 1346 (11th Cir. 2006) (quoting Lindsey v. Navistar Int’l. Transp. Corp., 150 F.3d 1307, 1319 (11th Cir. 1998)). III. DISCUSSION Ronda makes four arguments for reversal, and we address them each in turn.2 First, she argues that Florida law and public 2 Ronda raised three other issues in her Statement of Issues, but she did not address them in her argument: (1) whether the district court erred by exclud- ing trauma-related evidence; (2) whether certain of the district court’s orders (denying her a sur-reply, adopting proposed orders, denying her access to CM/ECF as a pro se litigant, etc.) deprived her of a meaningful opportunity to be heard; and (3) whether various litigation conduct warranted relief under Federal Rule of Civil Procedure 60(b) or 60(d)(3). Ronda has abandoned these issues, so we do not consider them here. See Sapuppo v. Allstate Floridian Ins. Co., 739 F.3d 678, 681 (11th Cir. 2014) (“We have long held that an appellant abandons a claim when he either makes only passing references to it or raises it in a perfunctory manner without supporting arguments and authority.”) (citing Walter Int’l Prods. Inc. v. Salinas, 650 F.3d 1402, 1413 n.7 (11th Cir. 2011)). Ronda also argued in her opening and reply briefs that the federal Speak Out Act makes the Agreement unenforceable, but at oral argument, counsel con- ceded forfeiture by failing to properly raise it in the district court. 42 U.S.C. §§ 19403–04. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 8 of 24 8 Opinion of the Court 25-11685 policy warrant reversal. Second, Ronda contends that the district court violated the First Amendment when it enforced the Agree- ment. Third, she urges us to conclude that the district court clearly erred when it awarded Fitzgerald damages. And fourth and finally, Ronda claims a constitutional remedy based on her trial counsel’s alleged ineffectiveness. We find no merit to any of her arguments. A. Neither Florida law nor public policy warrants rever- sal. Ronda first argues that the district court erred in enforcing the Agreement because a reasonable jury could conclude that Flor- ida’s statutory law, public policy, and general principles of contract law make the Agreement invalid. She asserts that (1) the Agree- ment violates the Florida Sunshine in Litigation Act, Fla. Stat. § 69.081; (2) the Agreement contradicts Florida’s public policy against sexual misconduct; and (3) she was fraudulently induced to sign the Agreement, was under duress when she did, and the agree- ment itself is unconscionable. We disagree. But to explain why, we first untangle a few procedural snags. As we mentioned before, Ronda raised the Florida Sunshine in Litigation Act, Florida public policy, fraudulent inducement, and duress as affirmative defenses under Federal Rule of Civil Proce- dure 8(c) in the district court. Fitzgerald moved to strike those af- firmative defenses under Federal Rule of Civil Procedure 12(f ). The district court struck the first three but left her duress defense in the case. Ronda didn’t move for reconsideration or immediately USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 9 of 24 25-11685 Opinion of the Court 9 appeal from the district court’s order. Instead, the case proceeded to summary judgment—and we know how that story ended. Now, Fitzgerald argues that Ronda has forfeited her argu- ments relating to public policy, the Florida Sunshine in Litigation Act, and fraudulent inducement because she didn’t appeal from the court’s order granting his motion to strike. We disagree. After the bench trial on damages, Ronda filed notice of her intent to appeal from the district court’s final judgment and from “all prior orders, rulings, and interlocutory decisions that merge into or are subsumed within that judgment.” That notice sweeps broadly enough to allow an appeal from the court’s grant of sum- mary judgment and its order striking her affirmative defenses. See, e.g., State Exch. Bank v. Hartline, 693 F.2d 1350, 1351 (11th Cir. 1982) (deciding defendant’s appeal from the district court’s order striking their affirmative defenses and entry of summary judgment). We apply different standards of review to orders granting summary judgment and orders striking affirmative defenses. As we’ve explained, we review de novo orders granting summary judgment. But we review orders striking affirmative defenses for abuse of discretion. United States of Am. ex rel. Sedona Partners LLC v. Able Moving & Storage Inc., 146 F.4th 1032, 1039 (11th Cir. 2025). “A district court abuses its discretion if it applies an incorrect legal standard, applies the law in an unreasonable or incorrect manner, follows improper procedures in making a determination, or makes USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 10 of 24 10 Opinion of the Court 25-11685 findings of fact that are clearly erroneous.” Citizens for Police Ac- countability Pol. Comm. v. Browning, 572 F.3d 1213, 1216–17 (11th Cir. 2009). We think the parties sufficiently briefed both sets of issues for appeal. See Access Now, Inc. v. Sw. Airlines Co., 385 F.3d 1324, 1330 (11th Cir. 2004). So we review the district court’s striking of Ronda’s affirmative defenses based on Florida’s Sunshine in Litiga- tion Act, public policy, and fraudulent inducement for abuse of dis- cretion. And we ask only whether the district court clearly erred in striking them. It didn’t. Then, we consider the two defenses the district court did not strike: duress and unconscionability. We con- clude that those don’t move the needle, either. Take the Sunshine in Litigation Act first. Under that legisla- tion, no court may enter a judgment with the “purpose or effect” of “concealing a public hazard.” FLA. STAT. § 69.081(3). A “public hazard” is “any device, instrument, person, procedure, product, or a condition of a device, instrument, person, procedure or product, that has caused and is likely to cause injury.” Id. § 69.081(2). The Act is “limited to instances where health and safety issues are im- plicated, such as in products liability cases.” State Farm Fire & Cas. Co. v. Sosnowski, 830 So. 2d 886, 888 (Fla. Dist. Ct. App. 2002). Ronda contends that the Sunshine in Litigation Act invali- dates the Agreement because Fitzgerald is a “public hazard” who poses an “ongoing risk to public safety.” She argues that courts should construe the phrase “public hazard” broadly and that the USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 11 of 24 25-11685 Opinion of the Court 11 public’s right to know about sexual predators outweighs “any pri- vate interest in confidentiality.” But the district court struck this defense because no courts have applied the term “public hazard” as used in Sunshine in Liti- gation Act to an individual accused of sexual assault. That’s not error. In fact, contrary to Ronda’s argument, Florida courts have held that the Act “arose from concerns about settlements in prod- uct liability cases,” Stivers v. Ford Motor Credit Co., 777 So. 2d 1023, 1025 (Fla. Dist. Ct. App. 2000), and have explicitly declined to con- sider whether the statute prohibits enforcement of confidentiality agreements in settlements of sexual-harassment cases, Smith v. TIB Bank of the Keys, 687 So. 2d 895, 896 n.1 (Fla. Dist. Ct. App. 1997); see also Stivers, 777 So. 2d at 1026 (“[T]he third district referred to the [Sunshine in Litigation] Act, but only to observe that it was not called upon to decide whether the statute prohibited enforcement of the confidentiality provisions of a settlement agreement in a sex- ual harassment case.”). In short, the district court did not abuse its discretion by striking this defense. The same is true of Ronda’s defense that Florida public pol- icy prohibits enforcement of the Agreement. McNae argues before us that the Agreement is “void as against Florida’s broader public policy against sexual misconduct[,]” because the agreement con- ceals Fitzgerald’s alleged criminal conduct. She says that “agree- ments which tend to interfere with the administration of justice are USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 12 of 24 12 Opinion of the Court 25-11685 void as against public policy” and that Florida courts have “consist- ently applied” this principle to agreements “that suppress or con- ceal criminal conduct.” Fitzgerald replies that the Agreement doesn’t “suppress or conceal” any criminal conduct because it allows both parties to “speak to their lawyers, accountants, medical providers, mental health providers, and law enforcement.” And here, Ronda did just that. She “sp[oke] to law enforcement, filed incident reports against [Fitzgerald], engaged in the investigative process, provided the authorities evidence, and regularly and routinely communi- cated with detectives both in California and Florida.” Fitzgerald didn’t sue her for any of that conduct, because, as he reads the Agreement, the Agreement’s carve-out allowed it all. Considering those same arguments, the district court struck Ronda’s public-policy affirmative defense because under Florida law, courts should enforce settlements “whenever possible” and nothing about the Agreement was “offensive to public policy.” The court also noted that Ronda “cite[d] to no legal basis or authority for the proposition that the [Agreement] is void against public pol- icy.” Again, the district court did not err. Florida recognizes a “strong public policy favoring freedom of contract” and requires courts to exercise “extreme caution” before declaring contracts void as a matter of public policy. City of Largo v. AHF-Bay Fund, LLC, 215 So. 3d 10, 16 (Fla. 2017); see also State ex rel. Fulton v. Ives, 167 So. 394, 412 (Fla. 1936) (“Freedom of contract is the general rule.”). USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 13 of 24 25-11685 Opinion of the Court 13 Because it found no “great prejudice to the dominant public inter- est sufficient to overthrow the fundamental public policy of the right to freedom of contract[,]” the district court struck this affirm- ative defense. Fla. Windstorm Underwriting v. Gajwani, 934 So. 2d 501, 507 (Fla. Dist. Ct. App. 2005). We see no clear error and will not disturb that ruling. Nor did the district court abuse its discretion by striking Ronda’s affirmative defense that Fitzgerald fraudulently induced her to enter the Agreement. Ronda says that Fitzgerald misrepre- sented the “scope and purpose” of the Agreement, telling her the Agreement’s confidentiality provisions “were intended only to pro- tect his financial privacy rather than to silence her about the under- lying assault.” In Florida, fraudulent inducement has four elements: “(1) a false statement regarding a material fact; (2) the statement maker’s knowledge that the representation is false; (3) intent that the repre- sentation induces another’s reliance; and (4) consequent injury to the party acting in reliance.” Thompkins v. Lil’ Joe Records, Inc., 476 F.3d 1294, 1315 (11th Cir. 2007). The district court struck this af- firmative defense because (1) Ronda failed to meet the heightened pleading requirements for fraud; and (2) “[a] party cannot recover in fraud for alleged oral misrepresentations that are adequately covered or expressly contradicted in a later written contract.” Ronda’s sparse fraud argument identifies no clear error with that holding, and we find none. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 14 of 24 14 Opinion of the Court 25-11685 We turn next to Ronda’s two contract-based arguments that the district court did not strike: duress and unconscionability. As for duress, Ronda says that, when she signed the Agree- ment, she was “financially vulnerable” and “dependent on Fitzger- ald’s continued support for her therapy.” But Fitzgerald points out that Ronda had an attorney of her own choosing and “relied on the advice” of her husband and ther- apist before signing the agreement. And Fitzgerald says that even if Ronda did feel some pressure to sign, “[p]ressure alone is insuffi- cient to set aside an agreement.” Fitzgerald is right. Florida courts define “duress” as “‘a con- dition of mind produced by an improper external pressure or influ- ence that practically destroys the free agency of a party and causes him to do an act or make a contract not of his own volition.’” Cor- poracion Peruana de Aeropuertos Aviacion Comercial v. Boy, 180 So. 2d 503, 505 (Fla. Dist. Ct. App. 1965) (quoting Herald v. Hardin, 116 So. 863, 864 (Fla. 1928)). The party alleging duress must show both “(a) that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will and (b) that this condition of mind was caused by some improper and coercive con- duct of the opposite side.” Miami v. Kory, 394 So. 2d 494, 497 (Fla. Dist. Ct. App. 1981). And “where the parties to a contract are of relatively equal bargaining power and business sophistication, courts are generally less likely to find that one party entered into the contract involuntarily.” Cableview Commc’ns. of Jacksonville, Inc. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 15 of 24 25-11685 Opinion of the Court 15 v. Time Warner Cable Se., LLC, 901 F.3d 1294, 1304 (11th Cir. 2018) (citing Basulto v. Hialeah Auto., 141 So. 3d 1145, 1161 (Fla. 2014)). Here, both parties engaged in an arm’s length negotiation with the benefit of attorney representation. And while Ronda might have felt pressure because she depended on Fitzgerald’s sup- port to pay for her mental-health counseling, “‘the pressure of fi- nancial circumstances’ standing alone is insufficient to establish du- ress.” Cableview Commc’ns. of Jacksonville, Inc., 901 F.3d at 1304 n.7 (quoting Spillers v. Five Points Guar. Bank, 335 So. 2d 851, 853 (Fla. Dist. Ct. App. 1976)). Nor has Ronda pointed to any record evi- dence that she “had no alternative” but to sign the Agreement be- cause of Fitzgerald’s “improper or wrongful conduct.” Id. (citing Kory, 394 So. 2d at 497). The district court denied Fitzgerald’s motion to strike Ronda’s duress affirmative defense because she alleged that she suf- fered post-traumatic stress disorder and anxiety “as a result of the sexual assault Fitzgerald perpetrated against her,” which made “it difficult for her to appreciate and understand what she was being told to sign.” But Ronda doesn’t make those arguments on appeal. Rather, she argues only that she suffered economic duress. Though she briefly mentions that she “was undergoing trauma counseling” and “under severe emotional distress,” she does not assert that she was diagnosed with any specific mental illness or that anything im- paired her ability to understand the Agreement. Ronda’s failure to properly develop this argument renders it abandoned. See Lucas v. W. W. Grainger, Inc., 257 F.3d 1249, 1255 n.1 (11th Cir. 2001). USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 16 of 24 16 Opinion of the Court 25-11685 In sum, the district court did not err in granting summary judgment to Fitzgerald on Ronda’s duress claim because a reason- able jury could not find that Ronda signed the contract under du- ress. Finally, Ronda argues that the Agreement is procedurally and substantively unconscionable because she was emotionally vul- nerable and the Agreement is one-sided, respectively. Fitzgerald replies that Ronda never raised unconscionability before the district court, so she has forfeited the argument. Ronda counters that she may not have used “the specific le- gal term of unconscionability,” but she did “consistently raise[]” “the substance of the argument.” For instance, while challenging the Agreement’s enforceability on public-policy grounds, Ronda’s counsel argued that the Agreement was “unconscionable” and “an attempt to cover up a crime.” Ronda contends that this “squarely presented the court with the core elements of unconscionability, even if the district court later declined to engage with them.” We disagree. The district court had no obligation to sua sponte consider a legal argument Ronda did not make. And Ronda cites no authority saying that raising an issue “in substance” by ges- turing to its “core elements” in the context of a different legal argu- ment preserves it for appeal. In fact, the phrase “core elements” is misleading, since Ronda’s counsel said only, “We are attempting to invalidate the agreement because it is violative of—of public policy. It’s unconscionable and it is an attempt to cover up a crime.” USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 17 of 24 25-11685 Opinion of the Court 17 That has nothing to do with allegedly being “one-sided,” the argument she raises on appeal. So we decline to consider Ronda’s unconscionability argument for the first time now. B. The district court did not engage in “state action” when it granted summary judgment and enforced the Agreement. Next, Ronda argues that the district court violated the First Amendment when it enforced the Agreement. Citing Shelley v. Kra- emer, 334 U.S. 1 (1948), and Cohen v. Cowles Media Co., 501 U.S. 663 (1991), she asserts that “[w]hen a court enforces a private agree- ment that restricts speech, it is engaging in state action that is sub- ject to First Amendment scrutiny.” In response, Fitzgerald cites an unpublished case of ours, Youngblood-West v. Aflac Inc., 796 F. App’x 985, 992 (11th Cir. 2019) (per curiam), where we held that the appellant “was free to waive her right to speech” in a “private agreement” and that “[t]he en- forcement by the district court of [her] obligations in [that] private agreement[]” wasn’t state action. He also argues that we have de- clined to extend Shelley outside the context of racial discrimination and shouldn’t do so here. Though we normally review a constitutional claim de novo, we review this claim for plain error because Ronda raised it for the first time on appeal. See S.E.C. v. Diversified Corp. Consulting Grp., 378 F.3d 1219, 1227 n.14 (11th Cir. 2004). “Under the civil plain error standard, ‘we will consider an issue not raised in the district court if it involves a pure question of law, and if refusal to consider USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 18 of 24 18 Opinion of the Court 25-11685 it would result in a miscarriage of justice.’” Burch v. P.J. Cheese, Inc., 861 F.3d 1338, 1352 (11th Cir. 2017) (quoting Roofing & Sheet Metal Servs., Inc. v. La Quinta Motor Inns, Inc., 689 F.2d 982, 990 (11th Cir. 1982)). But here, the district court did not err. The First Amend- ment, of course, restrains only government—and not private—ac- tion. Columbia Broad. Sys., Inc. v. Democratic Nat’l Comm., 412 U.S. 94, 114 (1973). Ronda is right that court enforcement of a private agreement can be state action. See United E Producers v. Standard Brands, Inc., 44 F.3d 940, 943 (11th Cir. 1995) (citing Shelley, 334 U.S. at 61). For instance, state action exists when a court applies state- law promissory estoppel rules, Cohen, 501 U.S. at 668, or where “constitutionally impermissible discrimination is involved[,]” United E, 44 F.3d at 943. But a court’s “mere approval of or acquiescence” in an agreement between private parties is not state action. Blum v. Yaretsky, 457 U.S. 991, 1004 (1982). In fact, that’s how courts can enforce non-disclosure agreements at all. See United E, 44 F.3d at 943 (“‘[I]f, for constitutional purposes, every private right were transformed into governmental action by the mere fact of court enforcement of it, the distinction between private and governmen- tal action would be obliterated.’” (quoting Edwards v. Habib, 397 F.2d 687, 691 (D.C. Cir. 1968))). Ronda doesn’t suggest that she suffered any “constitution- ally impermissible discrimination.” Id. Nor did the district court USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 19 of 24 25-11685 Opinion of the Court 19 impose any obligations on the parties other than the ones they ex- plicitly assumed in the Agreement. Instead, “two disputing parties in positions of equal bargaining power” agreed through a settle- ment “to restrict, in a limited degree, their First Amendment rights.” Id. at 943. So the district court’s enforcement of the CSA wasn’t government action that could implicate Ronda’s First Amendment rights. Because Ronda has no First Amendment claim without gov- ernment action, the claims fails. C. The district court did not abuse its discretion in im- posing economic and non-economic damages. Ronda argues next that the district court erred in its damages award. The district court awarded Fitzgerald $746,703.27 in eco- nomic damages and $2,000,000 in non-economic damages, for a to- tal of $2,746,703.27. In Ronda’s view, the award (1) violates Florida contract law; (2) lacks sufficient evidentiary support; and (3) is grossly excessive. We review a damages award for clear error. Hiatt v. United States, 910 F.2d 737, 742 (11th Cir. 1990). In doing so, we “afford considerable deference to the district court.” Marmol v. Kalonymus Dev. Partners, LLC, 161 F.4th 715, 728 (11th Cir. 2025); see also In re Superior Constr. Co., Inc. v. Brock, 445 F.3d 1334, 1346 (11th Cir. 2006). We begin with the award of non-economic damages. The district court did not clearly err in in awarding Fitzgerald $2,000,000. It based its award on the harm Ronda’s breaches of the USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 20 of 24 20 Opinion of the Court 25-11685 Agreement caused to Fitzgerald’s reputation. In this respect, the court found clear and convincing evidence of Fitzgerald’s “growth within SoftwareONE and excellent performance and reputation” before the breach, and found that Ronda intentionally breached the Agreement “for the purpose” of harming that reputation. The court concluded that it would take five to six years for Fitzgerald to rehabilitate his reputation and that he would miss out on $2,000,000 in salary and bonuses during that time. Ronda argues that the court’s $2,000,000 non-economic damages award violated Florida law, which has “long recognized that non-economic damages are generally not recoverable in breach of contract actions.” And even if non-economic damages are available, Ronda argues that the $2,000,000 number is “arbi- trary” and “wholly unsupported by the evidence.” Fitzgerald coun- ters that, “[g]iven that the [Agrement] contained a non-disparage- ment provision, it was foreseeable that breach would cause signifi- cant reputational harm.” In Florida, “the purpose of compensation is to restore the injured party to the condition which he would have been in had the contract been performed.” Campbell v. Rawls, 381 So. 2d 744, 746 (Fla. Dist. Ct. App. 1980). So the non-breaching party can recover whatever damages “are the natural and proximate result of the breach.” Id. The same goes for reputational damages. If the par- ties contemplated reputational harm as “‘the probable result of [] breach[,]’” then the non-breaching party can recover for that harm. T.D.S. Inc. v. Shelby Mut. Ins. Co., 760 F.2d 1520, 1531 n.11 (11th Cir. USCA11 Case: 25-11685 Document: 78-1 Date Filed: 11/10/2026 Page: 21 of 24 25-11685 Opinion of the Court 21 1985) (quoting Hobbley v. Sears, Roebuck & Co., 450 So. 2d 332, 333 (Fla. Dist. Ct. App. 1984)). The language of the Agreement strongly suggests the par- ties contemplated that breach would cause reputational harm. In- deed, the point of the Agreement seems to have been to avoid such reputational harm. For instance, Ronda promised in the Agree- ment to remove online posts about Fitzgerald and to refrain from contacting his employer—and, indeed, to refrain from speaking about him to almost anyone at all. And the centerpiece of the par- ties’ disagreement is the disparagement clause, which the district court found that Ronda breached by accusing Fitzgerald of a crime on social media and on an online blog account. As for Ronda’s argument that the amount of non-economic damages was “entirely speculative,” we disagree. Both Fitzgerald and fact witness Jessica Bergman testified about his reputation at the bench trial. When he took the stand, Fitzgerald testified that “it would take five to six years to repair and resto