Jenni Rivera Enters., LLC v. Latin World Entm't Holdings, Inc., B279739

• Court: California Court of Appeals
• Writing for the Court: SEGAL, J.
• Citation: 249 Cal.Rptr.3d 122,36 Cal.App.5th 766
• Parties: JENNI RIVERA ENTERPRISES, LLC, Plaintiff and Respondent, v. LATIN WORLD ENTERTAINMENT HOLDINGS, INC. et al., Defendants and Appellants. Jenni Rivera Enterprises, LLC, Plaintiff and Respondent, v. Univision Communications Inc. et al., Defendants and Appellants.
• Decision Date: 29 May 2019
• Docket Number: B279739,B284358

36 Cal.App.5th 766
249 Cal.Rptr.3d 122

JENNI RIVERA ENTERPRISES, LLC, Plaintiff and Respondent,
v.
LATIN WORLD ENTERTAINMENT HOLDINGS, INC. et al., Defendants and Appellants.

Jenni Rivera Enterprises, LLC, Plaintiff and Respondent,
v.
Univision Communications Inc. et al., Defendants and Appellants.

B279739
B284358

Court of Appeal, Second District, Division 7, California.

Filed May 29, 2019

Lavely & Singer, Los Angeles, Martin D. Singer and Andrew B. Brettler for Defendants and Appellants Latin World Entertainment Holdings, Inc., Luis Balaguer, and Dhana Media, Inc.

Stroock & Stroock & Lavan, James G. Sammataro and Crystal Y. Jonelis for, Sherman Oaks, Defendant and Appellant BTF Media, LLC.

Greenberg Glusker Fields Claman & Machtinger, Los Angeles, Aaron J. Moss and Ricardo P. Cestero for Defendants and Appellants Univision Communications Inc. and Univision Networks & Studios, Inc.

Kendall Brill & Kelly, Los Angeles, Bert H. Deixler, Robert E. Dugdale, Nicholas F. Daum and Laura W. Brill for Plaintiff and Respondent Jenni Rivera Enterprises, LLC.

SEGAL, J.

249 Cal.Rptr.3d 129

36 Cal.App.5th 773

INTRODUCTION

These appeals arise from a dispute concerning a television production based on the life of the Mexican-American celebrity Jenni Rivera, who died in a plane crash in December 2012. The entity that controls most of Rivera's assets, Jenni Rivera Enterprises, LLC (JRE), entered into a nondisclosure agreement with Rivera's former manager, Pete Salgado, that restricted his disclosure and use of certain personal information about Rivera and her family. Alleging Salgado breached that agreement by disclosing information to the producers and the broadcaster of a television series based on Rivera's life, JRE sued Salgado and the program's producers for breach of contract, interference with contract, and inducing breach of contract. JRE also sued the program's broadcaster for interference with contract and inducing breach of contract. The defendants filed special motions to strike under Code of Civil Procedure section 425.16.¹ The trial court denied the motions, and the producers and broadcaster appeal those rulings.²

36 Cal.App.5th 774

The producers argue JRE failed to demonstrate a probability of success on the merits of its causes of action. We conclude JRE satisfied its burden to demonstrate a prima facie case, with reasonable inferences from admissible evidence, that the producers had knowledge of the nondisclosure agreement before taking actions substantially certain to induce Salgado to breach the agreement. Therefore, we affirm the trial court's order denying the producers' special motion to strike.

The broadcaster makes similar arguments regarding JRE's case in chief, but also argues the First Amendment provides a complete defense because JRE's causes of action arise out of the broadcast of matters of public interest. Although First Amendment protection for newsgathering or broadcasting does not extend to defendants who commit a crime or an independent tort in gathering the information, it is undisputed the broadcaster did not know of the nondisclosure agreement at the time it contracted with the producers to broadcast the series, and JRE did not show the broadcaster engaged in sufficiently wrongful or unlawful conduct after it learned of the nondisclosure agreement to preclude First Amendment protection. Therefore, the First Amendment protected the broadcaster's use and broadcast of the information in the series, and we reverse the trial court's order denying the broadcaster's special motion to strike.

FACTUAL AND PROCEDURAL BACKGROUND

A. Salgado Signs a Nondisclosure Agreement

Rivera, born Dolores Janney Rivera, died at age 43 with five surviving children.

249 Cal.Rptr.3d 130

After her death, Rivera's family and heirs created JRE to own and manage Rivera's intellectual property and publicity rights. Rivera's sister, Rosa Rivera Flores, asked Salgado and others in Rivera's "inner circle" to sign nondisclosure agreements intended to prevent them from capitalizing on Rivera's fame by disclosing sensitive and potentially embarrassing private information. According to Flores, Salgado signed the nondisclosure agreement in September 2013 in her presence, and she signed the agreement on behalf of JRE.

Among other things, the agreement provided: "Recipient [Salgado] shall hold in a fiduciary capacity for the benefit of JRE ... all information, knowledge, and data relating to or concerned with their respective operations, business, financial affairs and personal affairs, including but not limited to personal affairs of [Rivera] ... ; and Recipient shall not disclose or divulge any such information, knowledge, or data to any person, firm, or corporation ... except as may otherwise be required in connection with the business and affairs of JRE provided that JRE or its designees provide written

36 Cal.App.5th 775

authorization prior to release ...." The agreement also stated the Recipient may not "use for [himself] or others, disclose or divulge to other[s] including third parties, confidential information ... includ[ing] without limitation any and all information and/or data related to the business and personal affairs of [Rivera]." The agreement stated its provisions remained "applicable after the termination of the agreement for any reason whatsoever."

B. The Producers Make a Television Series About Rivera

In March 2016 a company owned by Salgado entered into a coproduction agreement with BTF Venture S.A. de C.V., the parent company of BTF Media, LLC (BTF), and with Dhana Media, Inc. to develop, produce, and deliver television programming (the Series) based on an unpublished manuscript by Salgado titled "Her Real Name was Dolores" (the Coproducers Agreement).³ Each of the signatories to the Coproducers Agreement represented and warranted that the Series, its development, production, and delivery would not contain "anything or be handled in such a way as to cause or constitute a violation of any third party's rights." The signatories also represented and warranted they had not entered into any agreement that was inconsistent with the provisions of the Coproducers Agreement.⁴

249 Cal.Rptr.3d 131

In May 2016 Flores learned from press releases that Salgado was working with Univision Communications Inc. and Univision Networks & Studios, Inc. (collectively, Univision) on a television series called "Su Verdadero Nombre Era Dolores" ("Her Real Name Was Dolores"). One of the press releases stated the Series "reveals the true woman behind the music and the headlines as told by her former manager, a man she publicly referred to as her fifth brother, Pete Salgado.... [F]ans will get Pete's previously untold perspective

36 Cal.App.5th 776

on the woman he knew.... Salgado ... promises to reveal the uncensored and fascinating life story of the real woman behind the music, glamour and fame."

Also in May 2016 BTF signed a term sheet with Univision to develop, produce, and broadcast the Series. The term sheet stated the Series would be "based on a currently-unpublished book (Book) written by [Salgado] based on the life of singer [Rivera]." The term sheet required BTF to deliver 26 episodes for the Series in four installments from January 9, 2017 to January 30, 2017 and anticipated Univision would begin broadcasting the Series no later than January 16, 2017. The term sheet required Univision to pay BTF in installments as well, beginning 10 days after execution of the term sheet and ending upon final delivery of all episodes. BTF agreed in the term sheet to report to Univision at least semimonthly on various aspects of the production, and BTF represented and warranted that, among other things, each episode of the Series would not infringe the contractual rights of any third party.⁵

On September 8, 2016 Univision announced it had commenced production of the Series. A press release stated the Series would be "based on the book written by executive producer Pete Salgado, who worked closely with [Rivera] in her last years of life and promises to reveal many secrets."⁶ By late December 2016 production was complete, and Univision planned to begin broadcasting the Series in January 2017.

C. JRE Sends Cease and Desist Letters and Files Two Lawsuits

Shortly after discovering Salgado was involved in the Series, JRE sent Salgado and the Producers a cease and desist letter dated June 3, 2016. The letter included a copy of the nondisclosure agreement JRE claimed Salgado signed and asserted the agreement prevented Salgado from disclosing information regarding Rivera's business, financial, and personal affairs. The letter accused Salgado of breaching the agreement by making disclosures to Univision and other third parties, asked Salgado to inform the Producers and Univision they were not authorized to create a television program based on confidential information about Rivera supplied by Salgado, and demanded Salgado refrain from further using...