Gol TV, Inc. v. Echostar Satellite Corp.
692 F.3d 1052
10th Cir.2012Background
- Gol TV licenses programming to EchoStar from Feb 1, 2003 to Aug 1, 2008 for monthly fees tied to subscribers.
- Dispute centers on final ten days’ licensing fees and interest accrual for late payments.
- Section 5.1.1 computes monthly fee as average of subscribers on last day of current and prior reporting month.
- EchoStar used a 22nd–21st reporting month, effectively producing an end-count of zero for the final period.
- Gol TV argued for a ten-day period using July 21 and July 31 subscriber counts; EchoStar prorated the monthly fee by 10 days.
- District court held EchoStar could not prorate the monthly fee but did calculate interest under contract terms; Gol TV awarded $81,318.43 and $57,442.55 in interest would follow.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether final ten days use an end count of zero under 5.1.1. | Gol TV: final month is last reporting month. | EchoStar: use end count of zero permitted. | Partial month not allowed for per-subscriber fee; final ten days set at $81,318.42. |
| Whether the monthly per-subscriber fee is proratable for partial months. | Gol TV contends no implied prorate. | EchoStar argues monthly means proratable. | No prorating of monthly fee; use averaging mechanism. |
| When interest begins accruing on late payments. | Interest may be charged after 45 days as contract provides. | Interest only if and when demanded? | Interest accrues 45 days after each payment due. |
Key Cases Cited
- Adler v. Wal-Mart Stores, Inc., 144 F.3d 664 (10th Cir. 1998) (set forth de novo standard of review for summary judgment)
- East Ridge of Fort Collins, LLC v. Larimer & Weld Irrigation Co., 109 P.3d 969 (Colo. 2005) (contract interpretation under Colorado law)
- Copper Mountain, Inc. v. Indus. Sys., Inc., 208 P.3d 692 (Colo. 2009) (plain language governs contract interpretation)
- Level 3 Comm’ns, LLC v. Liebert Corp., 535 F.3d 1146 (10th Cir. 2008) (extrinsic evidence admissibility to determine ambiguity)
- Hutchinson v. Elder, 344 P.2d 1090 (Colo. 1959) (avoid harsh or unreasonable contract interpretations)
- Ad Two, Inc. v. City & Cnty. of Denver, 9 P.3d 373 (Colo. 2000) (avoid hyper-technical readings defeating parties’ intentions)