Muñoz Hnos, S.A. v. Editorial Televisa International, S.A.
121 So. 3d 100
| Fla. Dist. Ct. App. | 2013Background
- Muñoz and Televisa entered a 2003 settlement agreement with specified monetary credits and rights to use or assign advertising credits.
- Muñoz later sued Televisa (2004–2007) for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, and fraud.
- Covenant l.B. allows magazine credit use or assignment to a third party with Televisa approval not to be unreasonably withheld; Covenant l.C. restricts the TV credit to certain family-controlled entities and precludes competitors.
- Muñoz requested letters confirming authority to sell ads in Ecuador and Mexico; Televisa did not respond.
- Muñoz attempted to assign the magazine credit to Norlop-Thomas & Associates and to sell in Ecuador/Mexico; Televisa withheld or failed to provide necessary confirmations, complicating assignment efforts.
- Trial court granted Televisa summary judgment on Counts I–II (breach of contract, implied covenant) and on Counts III–IV (tort claims) as barred by the economic loss rule.”] ,
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the tort claims are barred by the economic loss rule. | Muñoz argues Tiara limits the rule to product liability. | Televisa relied on the economic loss rule to bar tort claims. | No; economic loss rule does not bar Muñoz’s tort claims; remand for further proceedings on Counts III–IV. |
| Whether Televisa unreasonably withheld consent to Muñoz’s assignment of the magazine credit. | Consent was unreasonably withheld to force a higher price or restrict assignment. | Consent could be reasonable to avoid harm to Televisa’s Ecuador operations and existing Norlop relationship. | Issues of reasonableness are factual; summary judgment improper; remand for trial on Counts I–II. |
| Whether there are genuine issues of material fact about the reasonableness of withholding consent to Muñoz’s assignment. | Withholding letters evidencing authority prevented Muñoz from selling the credit. | Televisa’s actions could be justified by preexisting business interests and potential harm to Televisa’s operations. | Factual disputes remain; judgment improper; remand for further proceedings. |
Key Cases Cited
- Tiara Constr. Ass’n v. Marsh & McLennan Cos., 110 So.3d 399 (Fla.2013) (economic loss rule limited to product liability)
- Fernandez v. Vazquez, 397 So.2d 1171 (Fla.3d DCA 1981) (reasonableness of consent to assignment is fact-specific)
- Catalina, Inc. v. Biscayne Ne. Corp. of Fla., 296 So.2d 580 (Fla.3d DCA 1974) (withholding consent may be reasonable if the proposed sublease would affect an existing lease)
- First Nationwide Bank v. Fla. Software Servs., Inc., 770 F.Supp.2d 1537 (M.D. Fla.1991) (reasonableness determined by original contract terms)
- Popovic v. Fla. Meek Contractors, Inc., 358 So.2d 880 (Fla.2d DCA 1978) (reversal when evidence did not establish unreasonableness of consent denial)
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126 (Fla.2000) (summary judgment not proper where consent to assignment is fact-intensive)