Hermosilla v. The Coca-Cola Company
446 F. App'x 201
11th Cir.2011Background
- Coca-Cola used a Spanish adaptation of Wavin’ Flag for World Cup advertising; Vergara prepared the Spanish adaptation (Celebration Mix) and sought credit for his adaptation.
- Universal Music Latin America held rights to Vergara’s adaptation and later assigned those rights to Coca-Cola on March 4, 2010.
- Vergara invoiced Universal for production work; Universal sought an adapter’s share of profits from the musical composition owners.
- iTunes Mexico sold the Spanish Celebration Mix in February 2010 without crediting Vergara for the adaptation.
- Vergara and Puig negotiated and Vergara demanded credit; on March 4–5, 2010, emails contained terms suggesting a binding agreement.
- The district court granted summary judgment for Coca-Cola, holding Vergara assigned his rights to Universal, which assigned to Coca-Cola.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Vergara assign his copyright to Universal? | Vergara contends no binding assignment existed. | Universal accepted Vergara’s terms, creating a contract and transfer of rights to Universal, later assigned to Coca-Cola. | Yes; contract formed and assignment occurred. |
| Were the March 4–5, 2010 emails sufficient to form a contract binding Universal as to Vergara’s rights? | Emails show lack of proper formal contract and authority. | Emails were connected and constituted a complete contract binding Universal. | Yes; emails created a binding contract. |
| Did Puig have authority to contract on Universal’s behalf for Vergara’s rights? | Puig lacked authority to bind Universal. | Puig had authority; no error in district court’s view. | Not reviewed on appeal; issue not raised below. |
Key Cases Cited
- Saregama India Ltd. v. Mosley, 635 F.3d 1284 (11th Cir. 2011) (distinguishes sound recording from musical composition)
- Webster Lumber Co. v. Lincoln, 115 So. 498 (Fla. 1927) (contract formation requires definite offer and unconditional acceptance)
- Underwood v. Underwood, 64 So. 2d 281 (Fla. 1953) (determinants of contract intent and meaning of language)
- Lifecare Int’l, Inc. v. CD Med., Inc., 68 F.3d 429 (11th Cir. 1995) (expressions of intent in communications can create binding agreements)
- Gillespie v. Bodkin, 902 So.2d 849 (Fla. Dist. Ct. App. 2005) (contract formation and implied authority considerations)
- Citizens Bank of Perry v. Harlie Lynch Constr. Co., 426 So.2d 52 (Fla. Dist. Ct. App. 1983) (clear acceptance communications establish contract)
- Access Now, Inc. v. S.W. Airlines Co., 385 F.3d 1324 (11th Cir. 2004) (appeal preservation and consideration of arguments)