Grupo Televisa v. Telemundo Communications Group, 05-16659.

• Decision Date: 10 May 2007
• Docket Number: No. 05-16659.,05-16659.
• Citation: 485 F.3d 1233
• Parties: GRUPO TELEVISA, S.A., Televisa, S.A. de C.V., Televiso Talento, S.A. de C.V., Plaintiffs-Appellants, v. TELEMUNDO COMMUNICATIONS GROUP, INC., Telemundo Television Studios, LLC, Defendants-Appellees.
• Court: U.S. Court of Appeals — Eleventh Circuit

485 F.3d 1233

GRUPO TELEVISA, S.A., Televisa, S.A. de C.V., Televiso Talento, S.A. de C.V., Plaintiffs-Appellants, v. TELEMUNDO COMMUNICATIONS GROUP, INC., Telemundo Television Studios, LLC, Defendants-Appellees.

No. 05-16659.

United States Court of Appeals, Eleventh Circuit.

May 10, 2007.

Stuart H. Singer, Boies, Schiller & Flexner, LLP, Ft. Lauderdale, FL, Stephen R. Neuwirth, Quinn, Emmanuel, Urquhart, Oliver & Hedges, LLP, New York City, Steven W. Davis, Boies, Schiller & Flexner, LLP, Miami, FL, for Plaintiffs-Appellants.

Angel Castillo, Jr., Ogletree Deakins, Miami, FL, for Defendants-Appellees.

David Scott Mandel, Mandel & Mandel, LLP, Miami, FL, for Amicus Curiae.

Appeal from the United States District Court for the Southern District of Florida.

Before TJOFLAT, FAY and SILER,^* Circuit Judges.

FAY, Circuit Judge:

This appeal challenges a decision to apply Mexican law in a suit alleging tortious interference with a contract for the services of a Mexican soap opera star. The appellants (collectively "Televisa") are a trio of Mexican corporations that produce radio and television programs for Spanish-speaking audiences in Mexico and abroad. They license an American broadcaster, Univision, to carry their "telenovelas" or soap opera programs in the United States. The appellees (collectively "Telemundo") are rival Spanish-language television producers and broadcasters that are headquartered in Florida. After an actor who was under exclusive contract to Televisa accepted a role in a Telemundo soap opera, Televisa sued its American rival in federal district court in Miami, claiming tortious interference under Florida law.

Telemundo moved to dismiss the claim pursuant to Rule 12(b)(6), arguing that Mexican law, which does not recognize a cause of action for tortious interference, governed the dispute. Televisa urged the court to apply Florida law since the acts leading to the allegedly offensive conduct occurred in Florida. The district court denied Telemundo's motion to dismiss and ordered the motion converted to a motion for summary judgment. The court followed the choice of law rules of the forum state, which dictate that the court apply the law of the state with the "most significant relationship" to the occurrence and the parties. Although the court declined to make a finding as to where the conduct causing the injury occurred, it found that other contacts favored the application of Mexican law, which would bar the claim. Accordingly, the court awarded Telemundo summary judgment, and Televisa filed an immediate appeal, challenging the court's "most significant relationship" calculus. For the reasons stated below, we vacate the district court's summary judgment decision and remand the case for trial under Florida's law of tortious interference.

I. BACKGROUND

Grupo Televisa S.A., Televisa S.A., and Televisa Talento S.A. de C.V. (collectively, "Televisa"), are three closely affiliated Mexican corporations which produce Spanish-language television and radio programs for broadcast both in Mexico and abroad. Televisa also produces Spanish language periodicals and grooms many of the performers who appear in its productions for stardom, obtaining the rights to use their images and voices for promotional purposes. Televisa ranks as the largest producer of Spanish-language media in Central and Latin America, and it exports many television programs to the United States.

The United States represents an important market for "telenovelas," short serialized television dramas that are similar to American soap operas. Unlike American soap operas, which attract daytime audiences, telenovelas air during prime-time viewing hours. Televisa maintains its international sales office in Florida, but it does not broadcast its telenovelas to the states directly. Instead, it licenses Univision Communications Group, Inc., a large Spanish-language broadcasting corporation, to carry its television programming in the U.S. on its networks, Univision and Telefutura. Together, these two networks command 80% of the Spanish-language television market in the U.S. Televisa owns an unconsolidated equity interest in Univision.

Univision's chief rival for the attention of Spanish television audiences in the U.S. is the Telemundo Network, which is owned and operated by a subsidiary of the Telemundo Communications Group, LLC, which is itself a subsidiary of NBC Universal, Inc. Telemundo Communications Group, Inc. produces telenovelas through Telemundo Television Studios, LLC. Both Telemundo Communications Group, Inc. and Telemundo Television Studios, LLC are headquartered in Hialeah, Florida, which is where Televisa alleges that Telemundo committed tortious interference with one of its contracts.

The contract involved a Mexican actor named Juan Mauricio Islas Ilescas ("Islas"). On January 20, 2000, Islas signed an "Offering Letter" to Televisa. The Letter stated that Islas proposed to offer his services for "artistic interpretation" in certain productions, "personal presentations" for promotional purposes, "voice interpretations in respect to any production" and "use of image" to Televisa on an exclusive basis for seven years. Islas proposed that all the aforementioned activities would be governed by a civil agreement and according to the Federal Copyrights Law of Mexico. Televisa accepted the offer on January 26, 2000, executing a "Framework Agreement for Rendering of Services on an Exclusive Basis" with Islas. Televisa had been grooming Islas as an actor since 1990 and had sent him to its acting school and cast him in a number of telenovelas.

The 2000 Framework Agreement contained a choice of law provision which stated that Mexican Federal Copyrights Law would govern the agreement. It also contained a penalty provision that stated Islas would owe Televisa P$840,000 in Mexican pesos in the event that he breached the terms of the agreement, and a separate penalty of P$5,880,000 in Mexican pesos should he breach his exclusiveness obligations under the agreement.

Additionally, Islas pledged that he would not render his services to any third party in Mexico or abroad for at least six months following termination of the agreement, should Televisa terminate the agreement early for breach. The Agreement also contained a first right of refusal provision that gave Televisa the right to match any third party offer that Islas might receive within six months of the termination of the Agreement. In exchange for Islas' services, Televisa promised to pay him a monthly salary, separate payments for each telenovela, a lump sum towards the purchase of real property and yearly bonuses. Televisa and Islas modified the contract on April 1, 2001, on April 15, 2001, and once more on December 1, 2002, increasing Islas' compensation and the penalties for breach. In the interim, Televisa and Islas also executed four separate actors union agreements for specific telenovela projects.

On November 7, 2003, Mr. Islas, who was still under contract to Televisa, signed an exclusive production agreement with Telemundo at its offices in Hialeah, Florida. The Agreement stated that Telemundo engaged Islas to perform acting services in programs produced by Telemundo or third parties for use on Telemundo's network. The Agreement also contained an exclusivity provision in which Islas pledged that he "would not commence or participate in any negotiations for his services with, or render services for any third parties without Telemundo's prior written consent" during the term of the agreement. Emergency Motion for Temporary Restraining Order and Preliminary Injunction, January 20 & 22, 2004, Plaintiffs' Exhibit 3, at 2, § 3. The Agreement was to be binding until it was replaced by a long form agreement. Id. at 9, § 21.

On November 11, 2003, Mr. Islas and Telemundo signed a Conditional Deposit Agreement with the Banco Nacional de México, S.A., appointing the bank as the depository for a $1,000,000.00 payment from Telemundo to Islas. The Deposit Agreement authorized the bank to release the payment once Telemundo notified the bank that certain conditions obtained. The conditions that Telemundo sought to confirm were that:

(i) any current services agreement which could limit the Artist's ability to render to Telemundo the services contemplated in the Services Agreement is terminated (either by final, non-appealable court order or by a valid and enforceable release from any party to any current services agreement to which the Artist is a party), and

(ii) that the Artist does not have any other obligation that could limit his ability to render to Telemundo the services contemplated in the Services Agreement.

Emergency Motion for Temporary Restraining Order and Preliminary Injunction, January 20 & 22, 2004, Plaintiffs' Exhibit 4, at 4, ¶ D.

On December 17, 2003, Islas issued a press release in which he stated that he planned to leave Televisa. Televisa sent Telemundo a letter on January 5, 2004, informing them that Islas had an exclusivity contract which would run through January 2007. Televisa also notified Islas on January 6, 2004 that it planned to film a new telenovela beginning January 8th, and expected him to report for the taping. Islas did not report to Mexico for taping of Televisa's project on January 8th. Telemundo began filming the first project in which it planned to cast Mr. Islas on January 12, 2004 at its studios in Hialeah. That same day Televisa filed suit against the Telemundo Communications Group, Inc. ("TCG") in federal district court in Miami, alleging tortious interference with contract. Televisa also requested a preliminary injunction to prevent TCG from using Islas's services through the duration of the Televisa-Islas contract. Televisa filed a separate motion for a temporary restraining order to keep TCG from moving forward with its plans for the Islas project, a telenovela which was billed as "La Prisionera."

According to Televisa, Telemundo...