Pina et al v. Feliciano Rivera et al

Filing 185

OPINION AND ORDER ADOPTING 176 REPORT AND RECOMMENDATION: Granting 129 Motion for Preliminary Injunction; Finding as moot 129 Motion for TRO; Denying 130 Motion for Hearing; Denying without prejudice 130 Motion for Execution of Judgment given that the Court finds a preliminary injunction is the appropriate remedy at this juncture. Signed by Judge Gustavo A. Gelpi on 3/7/2016. (COL)

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IN THE UNITED STATES DISTRICT COURT

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FOR THE DISTRICT OF PUERTO RICO

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RAFAEL PINA, et al.,

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Plaintiffs,

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v.

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TONY FELICIANO RIVERA, et al.,

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Defendants.

CIVIL NO. 11-2217 (GAG)

OPINION AND ORDER

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Plaintiffs Rafael Pina (“Pina”), World Management Latino Corp., and World Music Latino

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Corp filed the present Complaint on December 16, 2011, alleging breach of contract and copyright

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infringement by Defendant Tony Feliciano Rivera (“Feliciano”). (Docket No. 13.) On December

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4, 2013, Plaintiffs and Defendant Feliciano entered into a Confidential Settlement Agreement

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(“Settlement Agreement”).1 (Docket No. 93.) Accordingly, this Court dismissed the claims

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against Feliciano, but retained jurisdiction to enforce the Settlement Agreement. (Docket No. 95.)

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Plaintiffs now move for a preliminary injunction enjoining Feliciano’s alleged violations of the

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Settlement Agreement. (Docket Nos. 129; 130.)

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The Court referred this motion to Magistrate Judge Bruce McGiverin for Report and

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Recommendation (R&R). (Docket No. 151.) Judge McGiverin promptly recommended that the

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Court GRANT the preliminary injunction, reasoning that the parties had specifically agreed in the

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Confidential Settlement Agreement (“CSA”) to extend previous contracts for a term of either five

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years or until the satisfaction of the $500,000 judgment against Feliciano – whichever is later.

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The settlement agreement contains three separate contracts: (1) a “Confidential Settlement Agreement”
(“CSA”); an “Exclusive Recording Contract;” and (3) an “Exclusive Agreement for Management and Representation.”
(Docket No. 93.) The same was submitted to the Court on January 14, 2014. Id.

Civil No. 11-2217 (GAG)
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(Docket No. 176 at 9.) Interpreting this language, Judge McGiverin decided that Feliciano is “at

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the very least bound by the agreements incorporated in the CSA until 2018.” Id. Because

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Feliciano had readily admitted that he had been performing at events without Pina’s authorization,

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and had cancelled events that Pina had scheduled for him, Judge McGiverin reasoned a

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preliminary injunction is warranted. Id. at 5, 16.

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Pending before the Court is Feliciano’s Objection to Magistrate Judge Bruce McGiverin’s

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R&R on Plaintiff’s Motion for Preliminary Injunction. (Docket No. 183.) Feliciano timely

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objected to the Magistrate Judge’s R&R and requests that the Court deny Plaintiff’s Motion for

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Preliminary Injunction.

Id.

Defendant argues that Judge McGiverin relied on a flawed

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interpretation of the CSA, and the Puerto Rico Civil Code provisions that govern it. Id. at 1.

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Feliciano contends he is not bound by the terms of the agreement until 2018, and that he has

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already satisfied the full judgment award of $500,000. Id. at 14. Yet, Defendant concedes that the

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CSA supersedes any other agreements and binds both parties. Id. at 1.

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After reviewing the R&R and the applicable law, the Court hereby ADOPTS Magistrate

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Judge McGiverin’s R&R at Docket No. 176 in its entirety and GRANTS Plaintiffs’ Motion for

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Preliminary Injunction at Docket Nos. 129 and 130.

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I.

Standard of Review

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“Pursuant to Title 28, United States Code, Section 636(b)(1)(B), FED. R. CIV. P. 72(b), and

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Local Rule 503, a District Court may refer dispositive motions to a United States Magistrate Judge

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for a Report and Recommendation.” United States v. Armstrong, No. 04-CR-250 (JAG), 2009 WL

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1292620, *2 (D.P.R. May 7, 2009) (citing Alamo Rodriguez v. Pfizer Pharmaceuticals, Inc., 286 F.

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Supp. 2d 144, 146 (D.P.R. 2003)). Upon receiving timely objections, the District Judge will make

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a de novo determination regarding the objected portions of the R&R. Id. (citing Rivera-De-Leon

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Civil No. 11-2217 (GAG)
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v. Maxon Eng’g Servs., 283 F. Supp. 2d 550, 555 (D.P.R. 2003)). Thereafter, the Court may

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“accept, reject or modify, in whole or in part, the findings or recommendations made by the

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magistrate.” Id. (citing Alamo Rodriguez, 286 F. Supp. 2d at 146; Templeman v. Chris Craft

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Corp., 770 F.2d 245, 247 (1st Cir. 1985)).

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II.

Discussion

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The Court weighs the following factors to decide whether a preliminary injunction should

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be granted: “(1) the likelihood of success on the merits; (2) the potential for irreparable harm [to

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the movant] if the injunction is denied; (3) the balance of relevant impositions, i.e., the hardship to

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the nonmovant if enjoined as contrasted with the hardship to the movant if no injunction issues;

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and (4) the effect (if any) of the court’s ruling on the public interest.” Bl(a)ck Tea Soc’y. v. City

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Of Boston, 378 F.3d 8, 11 (1st Cir. 2004) (citations omitted).

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“The sine qua non of this four-part inquiry is likelihood of success on the merits: if the

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moving party cannot demonstrate that he is likely to succeed in his quest, the remaining factors

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become matters of idle curiosity.” New Comm. Wireless Servs., Inc. v. SprintCom, Inc., 287 F.3d

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1, 9 (1st Cir. 2002).

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McGiverin correctly found the crux of this case is the interpretation of the Settlement Agreement,

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particularly the Settlement Agreement’s integration clause. The integration clause in the CSA

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states that the Settlement Agreement “constitutes the entire agreement between the parties with

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regard to the subject matter hereof and supersedes all prior and contemporaneous agreements,

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understandings, and representations between the parties, oral or written, concerning such subject

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matter.” (Docket No. 93 ¶ 2.6.) (emphasis added). In the CSA, Feliciano agreed to extend the

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Exclusive Recording Agreement, the Exclusive Booking Agreement, and the Management

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Contract to a period of either five years, or until Feliciano satisfies a $500,000 judgment –

In determining Plaintiffs’ likelihood to succeed on the merits, Judge

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Civil No. 11-2217 (GAG)
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“whichever is longer.” In essence, the parties agreed to extend the duration of the prior contracts

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for five years, from December 4, 2013 until 2018.

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Relying on language from the previous contracts, Feliciano instead argues that “whichever

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is longer” simply means he could have more time, if needed, to satisfy the $500,000 judgment.

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(Docket No. 183 at 9.) However, Feliciano concedes, and the integration clause is clear that the

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CSA supersedes any other agreements previously entered into by the parties. Any terms from

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those previous contracts that are inconsistent with the CSA are simply not valid.

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Feliciano admits that he has performed and contracted various events without Plaintiffs’

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knowledge, he is violating the terms of the CSA, and Plaintiffs have shown likelihood of success

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Because

on the merits.

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The Court also agrees with Judge McGiverin’s articulate reasoning regarding the three

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remaining factors. First, as Defendant continues to violate the terms of the agreements, Plaintiffs

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suffer harm to their reputations, goodwill, and business. Second, this matter reached the Court as a

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result of Feliciano’s refusal to honor the terms of his original contract with Plaintiffs. Feliciano’s

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continuous violations of the agreements tilt the balance of hardship heavily in Plaintiffs’ favor.

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Third, the public interest is better served when the Court enforces clear, unambiguous contracts.

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The Court adopts Judge McGiverin’s proposed preliminary injunction order verbatim. (See
Docket No. 176 at 16-17.) Plaintiffs’ preliminary injunction motion is GRANTED as follows:

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Tony Feliciano Rivera d/b/a “Tony Dize” and his officers, servants, employees,

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attorneys, successors and assigns, and any person acting in concert or

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participation with him are hereby enjoined from:

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1. Violating the terms of the December 4, 2013 Confidential
Settlement Agreement,

which

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comprises

pages

1–7

of

the

Civil No. 11-2217 (GAG)
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document submitted at Docket No. 93. This Confidential Settlement

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Agreement incorporates and modifies three prior agreements executed

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on November 3, 2005: (1) the Exclusive Recording Contract, Docket

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No. 29-1; (2) the Exclusive Booking Agreement, Docket No. 29-2;

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and (3) the Management Contract, Docket No. 29-3.

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2. Entering agreements or contracts regarding the scheduling of

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appearances by Feliciano of a musical, promotional, or marketing

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event.

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3. Negotiating the terms of a musical, promotional, or marketing event by
Feliciano.
4. Collecting artistic and mechanical royalty payments, including but not
limited to, royalties from Sound Exchange.

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5. Collecting money, payments, or funds for musical services,

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promotional events, or marketing performances independent of

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Feliciano’s settlement agreement with Pina.

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6. Representing that in transactions that involve Feliciano’s musical

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career, anyone other than Pina can represent, manage, or negotiate on

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Feliciano’s behalf.

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7. Interfering with Feliciano’s events that Pina schedules by directly

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engaging promoters, producers, or sponsors without the knowledge

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or consent of Pina.

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8. Aiding or abetting the violation of this injunction order.

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Civil No. 11-2217 (GAG)
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III.

Conclusion

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Thus, after conducting a de novo review, the Court finds that Defendant’s objection is

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without merit, and ADOPTS in its entirety Magistrate Judge McGiverin’s Report and

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Recommendation at Docket No. 176, and GRANTS Plaintiff’s preliminary injunction at Docket

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No. 129.

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SO ORDERED.

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In San Juan, Puerto Rico this 7th day of March, 2016.
s/ Gustavo A. Gelpí
GUSTAVO A. GELPI
United States District Judge

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