Monday, July 11, 2016

A dealer’s expectation of a promise of future exclusive rights does not convert a clearly non-exclusive Law 75 contract into an exclusive contract

Caribe RX Service Inc. v. Grifols Inc., ____D.P.R.___(June 30, 2016)(Judgment without opinion), is another case on appeal from the issuance of a Law 75 preliminary injunction. Caribe RX is a Puerto Rico dealer of plasma medical products. Grifols, the supplier, appointed Caribe RX in a written contract as an exclusive dealer of certain products (GBI) but non-exclusive as to others (GTI). What is more, during pre-contractual dealings, Grifols told Caribe that it could not grant exclusive rights over GTI products as Caribe RX wanted because of existing distribution relationships with other resellers in Puerto Rico. The written agreement expressly captured the essence of those representations and included an integration clause that superseded prior representations making the written agreement the only agreement between the parties.

Caribe RX filed a complaint for Law 75 impairment in local court and moved for a preliminary injunction claiming that the reseller Cardinal Health 120 Inc. was interfering in P.R. with its “verbal” exclusive rights over the clearly non-exclusive GTI products in the agreement. After unsuccessful attempts to remove the case to federal court and on remand to dismiss the case to enforce a mandatory North Carolina choice of forum clause in the agreement, the trial court held a hearing and granted a preliminary injunction barring Grifols from selling any and all GBI and GTI products except through Caribe RX. The intermediate appellate court affirmed, reasoning that the testimony of Caribe’s President (a lawyer) to the effect that Caribe had an expectation of a promise to obtain future exclusive distribution rights over GTI products reflected the true intention of the parties- which Grifols did not controvert with verbal testimony at the hearing. It is important to stress that there was no allegation of error, fraud or deceit either in the formation or the performance of the contract. As the Supreme Court later made clear by reversing the appellate court, the written agreement should have been the "best evidence" reflecting the intent of the parties.

In a brief Judgment, the Supreme Court held that Next Step I controlled and reversed that portion of the preliminary injunction that granted the dealer exclusive distribution rights over GTI products and affirmed the injunction over GBI (although there was no proof on record that Grifols had ever sold any GBI products through anyone other than Caribe RX, but Caribe offered testimony that Grifols advertised those products for sale through the internet). The court agreed that the preliminary injunction erroneously granted exclusive rights which the dealer never had.

Three Justices of the court wrote a 31-page separate concurring opinion. In an insightful opinion worthy of the days when Justice Trias Monge searched for answers in Spanish Civil Code commentators, Justice Anabelle Rodríguez, would have held that a party’s pre-contractual expectation of exclusive rights cannot supersede the clear and unambiguous terms of the contract. She wrote that a contrary result would frustrate legitimate expectations and the duty of loyalty inherent in contractual obligations. Justice Rodríguez did a commendable job in reconciling the apparent conflict between the Civil Code’s provision that states that literal provisions of a contract, when clear, must be strictly observed, with the mandate that a trier of fact should consider prior, coetaneous, and subsequent acts of the parties to determine the true intention. She wrote that, "to dispel any suspicions of what was intended", the dealer’s pre-contractual expectations never rose to the formation of a bilateral contract because the principal was willing to consider granting future exclusive rights over GTI depending on circumstances but could not do so presently because of other dealers in the territory. This is also what the contract said in no uncertain terms.

The concurring opinion is a fine template of the law that should be followed when courts interpret civil and commercial contracts.

CAB’s Carla Loubriel and the undersigned defended Grifols at the preliminary injunction hearing and at the intermediate court of appeals.