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IN THE CIRCUIT COURT OF THE ELVENTH JUDICIAL CIRCUIT IN AND FOR

MIAMI-DADE COUNTY, FLORIDA

CASE NO: 2020-006167-CA-44


(Consolidated with Case No. 20-005448)
BIG LIGAS, LLC, a Florida limited
liability company,

Plaintiff,
v.
PAULO EZEQUIEL LONDRA, an
individual,

Defendant.
- and –

PAULO EZEQUIEL LONDRA an


individual,

Plaintiff,
v.

BIG LIGAS, LLC, a Florida limited


liability company, CRISTIAN ANDRES
SALAZAR, an individual, DANIEL
ECHAVARRIA OVIEDO p/k/a “OVY
ON THE DRUMS”, an individual,
RITHOLZ LEVY FIELDS, LLP, a
New York limited liability partnership,
MATTHEW GREENBERG, an individual,
STEPHANIE CHOPURIAN,
an individual,

Defendants.
________________________________________/

ORDER OF PAULO LONDRA’S MOTION FOR PARTIAL


SUMMARY JUDGMENT

THIS MATTER came before the Court on Plaintiff, Paulo Londra (“Londra”), motion for

partial summary judgment on Count I (Declaratory Judgment) of his Second Amended Complaint.

The Court, having reviewed the Motion, heard argument of counsel, and being otherwise informed

of the premises, rules as follows:


Statement of Facts

In the operative Second Amended Complaint, Londra seeks declaratory relief relating to

the parties’ respective rights under the Deal Memo. Among other things, Londra seeks a

declaration that the Deal Memo’s term expires in February 2021 and that Londra is not bound by

the purported Warner Amendment requiring Londra write and record the Second Album (and

possibly additional albums) without his knowledge, consent or approval. (See Sec. Am. Compl. ¶¶

70(c)-(e)). These are pure questions of law, ripe for summary judgment.

On or about February 21, 2018, Londra signed the Deal Memo. At the time that he signed

the Deal Memo, Londra was a 19 year old citizen of Argentina and allowed defendants Cristian

Salazar (“Salazar”) and Daniel Oviedo (“Oviedo”) to act as his personal managers. Defendants

Matthew Greenberg, Esq. (“Greenberg”), Stephanie Chopurian, Esq. (“Chopurian”), and Ritholz

Levy Fields LLP (“RLF”) (together, the “RLF Defendants”) drafted the Deal Memo. At the time,

Londra believed that the RLF Defendants were representing his interests. However, the RLF

Defendants take the position that they never represented Londra in his individual capacity. Londra

did not make any edits to the Deal Memo drafted by the RLF Defendants; in fact, the Deal Memo

does not contain a single negotiated term. The Deal Memo purports to transfer ownership of all of

Londra’s intellectual property (including his preexisting musical writings and recordings),

copyrights in music publishing, live concert performances, and name and likeness to Big Ligas.

The Deal Memo also purports to require Londra to exclusively provide his services as a songwriter

and recording artist to Big Ligas during the Deal Memo’s “Term.” The Deal Memo defines its

“Term” as follows: The “Term” of this Agreement shall initially extend for a period of three (3)

years from date of the full execution hereof. Thereafter, the Term shall automatically renew for

additional periods of one (1) year each unless any Member shall notify the other two in writing of
his desire to end the Term at any time prior to the dated (sic) on which the Term would otherwise

expire, except as provided in the remainder of this paragraph. If during the Term, [Big Ligas] shall

enter into an exclusive recording agreement with a Major Label or other third party record label (a

“Recording Agreement”), [Londra] shall not have the right to terminate the Term as described in

the preceding sentence and the Term shall not expire until the date six (6) moths (sic) following

the expiration of the “Term” of the such Recording Agreement. Absent extension, the initial term

of the Deal Memo expires on February 20, 2021. The Warner Agreement’s Recording Services

Term Expired on November 30, 2019. On or about January 2, 2019, Big Ligas entered into the

Warner Agreement.

The “Term” of the Warner Agreement is: (a) The term for [Londra’s] exclusive recording

services shall commence on the date hereof and shall continue for a period ending on the last day

of the sixth (6th) complete month following the date of the initial United States commercial release

of the Album constituting the Recording Commitment. As used herein, the term “Recording

Period’ or “Recording Services Term” shall mean the time period described in the foregoing

sentence, as such may be suspended or extended as provided herein. Notwithstanding the

foregoing, [Warner] shall have the exclusive right to manufacture, distribute, sell, and otherwise

exploit the Recordings (as defined below) licensed to Company hereunder subject to the terms and

conditions of this agreement commencing upon the date hereof until a period ending on the date

which is five (5) years following the date of the initial United States commercial release of the

Album constituting the Recording Commitment (the “License Period”) …. Unless the context

otherwise requires, the Recording Services Term and the License Period are sometimes

collectively referred to herein (sic) the “Term”. (See Warner Agreement, ¶ 2(a)) (emphasis in

original).
Warner commercially released Londra’s Album in the United States on May 23, 2019. This

release triggered the commencement of Londra’s six-month exclusive “Recording Commitment”

under the Warner Agreement. The Recording Commitment continued until November 30, 2019.

On February 14, 2020, Londra sent a notice to the Big Ligas Defendants exercising his contractual

right to end the term pursuant to Paragraph 4 of the Deal Memo. Two weeks after receiving

Londra’s termination notice, on March 2, 2020, Big Ligas purported to enter into an amendment

to the Warner Agreement requiring Londra to record at least the Second Album (“Warner

Amendment”). Londra never consented to, nor approved of, the Warner Amendment. Big Ligas’

thereafter characterize the new agreement as an amendment to the original Warner Agreement, as

a means to force Londra to record and deliver the Second Album. Specifically, Greenberg wrote

to Warner, emphasizing the need to present the Warner Amendment as a “modification” instead

of a new agreement. “As discussed today, it’s essential to Big Ligas that … Warner’s

counterproposal is not a proposal for a new agreement but rather is a proposal to modify the

existing agreement between Big Ligas and Warner respecting Paulo’s recording services”. Since

the Big Ligas Defendants unilaterally entered into the Warner Amendment without Londra’s

consent or approval, they have taken the position that the Deal Memo’s term does not expire until

2027. Londra disputes the Big Ligas Defendants’ contention that the term of the Deal Memo

extends until 2027. In the operative Second Amended Complaint, Londra seeks declaratory relief

relating to the parties’ respective rights under the Deal Memo. Among other things, Londra seeks

a declaration that the Deal Memo’s term expires in February 2021 and that Londra is not bound

by the purported Warner Amendment requiring Londra write and record the Second Album (and

possibly additional albums) without his knowledge, consent or approval. (See Sec. Am. Compl. ¶¶

70(c)-(e)).
Summary Judgment Standard

Pursuant to rule 1.150, summary judgment shall be granted if the movant shows that there

is no genuine dispute as to any material fact and the movant is entitled to a judgment as a matter

of law. Fla. R. Civ. P. 1.150(1). Rule 1.150 was amended effective on May 1, 2021 “adopting the

text of federal rule 56 almost verbatim.” See In re: Amendments to Florida Rule of Civil Procedure

1.150, SC20-1490, 2021 WL 1684095 at *3 (Fla. Apr. 29, 2021). As such, rule 1.150 “shall be

construed and applied in accordance with the federal summary judgment standard.” Fla. R. Civ. P.

150(a).

The initial burden is on the movant to demonstrate the absence of a “genuine, triable issue

of material fact.” See Fla. R. Civ. P. 1.150(a); Celotex Corp. v. Catrett, 477 U.S. 317, 327 (1986).

The substantive law applicable to the dispute will identify which facts are material. See Anderson

v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). As such, “[o]nly disputes over facts that might

affect the outcome of the suit under the governing law will properly preclude the entry of summary

judgment.” Id. at 248. “Once the moving party has met its initial burden, Rule [1.150] requires the

nonmoving party to go beyond the pleadings and identify facts which show a genuine issue for

trial.” Fairbank v. Wunderman Cato Johnson, 212 F.3d 528, 531 (9th Cir. 2000). In other words,

the nonmoving party must come forward with sufficient evidence supporting the existence of a

genuine triable issue of material fact. See Anderson, 477 U.S. at 248-249; Celotex, 477 U.S. at

327. If a dispute about a material fact is genuine, meaning, if the evidence is such that a reasonable

jury could return a verdict for the nonmoving party or the court could find in favor of the

nonmoving party, summary judgment is not proper. Anderson, 477 U.S. at 248-49. The Court’s

function at the summary judgment stage is not “to weigh the evidence and determine the truth of

the matter but it is limited to determine whether there is a genuine issue for trial.” Id. at 249.
“[T]here is no issue for trial unless there is sufficient evidence favoring the nonmoving party for a

jury to return a verdict for that party” or for the court to render a judgment in favor of the non-

movant. See id. When the evidence is merely colorable or is not significantly probative and “the

record taken as a whole could not lead a rational trier of fact to find for the non-moving party,

there is no ‘genuine issue for trial’” and summary judgment may be granted. See id. at 249-250;

Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). Inferences to

be drawn from the underlying facts and the record must be viewed in the light most favorable to

the nonmoving party. See Matsushita, 475 U.S. 574, 587 (1986).

Legal Analysis

In the operative Second Amended Complaint, Londra seeks declaratory relief relating to

the parties’ respective rights under the Deal Memo. Among other things, Londra seeks a

declaration that the Deal Memo’s term expires in February 2021 and that Londra is not bound by

the purported Warner Amendment requiring Londra write and record the Second Album (and

possibly additional albums) without his knowledge, consent or approval. It is undisputed that these

are pure questions of law that the Court should resolve as a matter of law.

When interpreting a contract, summary judgment is warranted if a contract’s terms are clear

and unambiguous. See Dirico v. Redland Estates, Inc., 154 So. 3d 355, 359 (Fla. 3d DCA 2014).

Ambiguity exists only when contractual language “is susceptible to more than one reasonable

interpretation.” Washington Nat. Ins. Corp. v. Ruderman, 117 So. 3d 943, 948 (Fla. 2013). “[A]

true ambiguity does not exist in a contract merely because the contract can possibly be interpreted

in more than one manner.” Dirico, 154 So. 3d at 357 (citing BKD Twenty–One Mgmt. Co. v.

Delsordo, 127 So. 3d 527, 530 (Fla. 4th DCA 2012)). “When the terms of a contract are

unambiguous, courts give the contract language its plain and ordinary meaning.” Intrepid Ins. Co.
v. Prestige Imports, Inc., 78 So. 3d 583, 584 (Fla. 3d DCA 2011) (citing State Farm Mut. Auto.

Ins. Co. v. Menendez, 70 So. 3d 566 (Fla. 2011)). In the instant case, Big Ligas’ counsel has

already conceded that the Deal Memo is clear and unambiguous.

In confirming the Deal Memo’s term, the relevant contractual language must be strictly

construed against the Big Ligas Defendants and liberally construed in favor of Londra under at

least four different rules of basic contract interpretation. First, the Deal Memo must be construed

against the Big Ligas Defendants because they drafted it. See Berloni S.p.A. v. Della Casa, LLC,

972 So. 2d 1007, 1010 (Fla. 4th DCA 2008) (“The language of an agreement is to be construed

most strongly against its drafter.”); Flagship Resort Development Corp. v. Interval Intern, Inc., 28

So. 3d 915, 923 (Fla. 3d DCA 2010) (construing language “most strongly against its drafter”).

Second, under Big Ligas’ interpretation of the Deal Memo, the Big Ligas Defendants would have

the ability to extend the Deal Memo any number of times, including in perpetuity, because every

unilateral entry into an extension/amendment of the Warner Agreement without Londra’s consent

would result in an extension of the term of the Deal Memo. The Deal Memo, like any other

contract, cannot be construed to grant a perpetual renewal right absent clear and explicit language

to that effect. See Miren Intern. Lodging Corp. v. Manley, 982 So. 2d 1203, 1204 (Fla. 5th DCA

2008) (contracts “in perpetuity are not favored and will not be so construed unless the intention to

give them that effect is expressed in clear and unequivocal terms”); Vanguard Recording Soc. v.

Kweskin, 276 F. Supp. 563, 566 (S.D.N.Y. 1967) (declining to enforce a recording contract on

equitable grounds because the record company’s interpretation of the term would turn a one-year

contract with two one-year renewal options into a contract that will run for more than five years).

Third, “Florida law makes clear that any agreement in restraint of trade is in derogation of common

law and must be strictly construed against the alleged restraint.” One Hour Air Conditioning
Franchising, LLC v. Dallas Unique Indoor Comfort, Ltd., No. 8:13–cv–3278, 2015 WL 9684920,

at *6 (M.D. Fla. Nov. 15, 2015) (internal citations omitted). The Deal Memo must therefore be

construed against the Big Ligas Defendants to the extent that they are attempting to restrain Londra

from rendering his services as a recording artist, songwriter and entertainer to anyone other than

Big Ligas until 2027. Fourth, Londra’s right of termination in Paragraph 4 of the Deal Memo and

contractual right of approval over any agreement relating to the recording, distribution, licensing

or sale of Londra’s musical works would be rendered meaningless if the Deal Memo were

interpreted to authorize the Big Ligas Defendants to extend its term by unilaterally entering into

recording agreements without Londra’s consent. Londra’s express contractual rights cannot be

disregarded. See TRG Columbus Dev. Venture, Ltd. v. Sifontes, 163 So. 3d 548, 552 (Fla. 3d DCA

2015) (“a court may not interpret a contract so as to render a portion of its language meaningless

or useless”); Miami-Dade County Expressway Authority v. Electronic Transaction Consultants

Corp., 300 So. 3d 291, 294 (Fla. 3d DCA 2020) (same).

The Deal Memo unmistakably provides Londra with the right to terminate the Deal Memo

effective three years after the date of execution. (See Ex. 4, Deal Memo ¶ 4). Because the Deal

Memo was fully executed on February 21, 2018, its three-year term ends on February 20, 2021.

Additionally, there is no exclusive recording agreement that might extend the Deal Memo’s three-

year term. Londra’s exclusive “Recording Services Term” with Warner indisputably ended on

November 30, 2019 – i.e., the last day of the sixth (6th) complete month following the initial

United States commercial release of the Album. (See Greenberg Nov. 22, 2019 email, a true and

correct copy of which is attached as Exhibit 13) (agreeing that the Warner Agreement’s Recording

Services Term expires “on or about today”). Big Ligas and Warner enter into the Warner

Agreement on January 2, 2019. On May 23, 2019 Warner releases Londra’s Album. On November
30, 2019 The Warner Agreement’s exclusive “Recording Services Term” expires the last day of

the sixth complete month following the release of the Album (See Ex. 5, Warner Agreement ¶

2(a)). Any potential extension of the Deal Memo’s term would end six months after the Warner

Agreement’s Recording Services Term on May 30, 2020. (See Ex. 4, Deal Memo ¶ 4). On February

20, 2021 The Deal Memo’s three-year term expires. Because Londra properly exercised his right

of termination under the Deal Memo on February 14, 2020, it is the finding of this Court that the

Deal Memo’s term ends no later than February 20, 2021.

The Big Ligas Defendants argue that the Deal Memo’s term does not expire until 2027. In

support of this argument the Big Ligas Defendants assert that: (1) for purposes of the Deal Memo’s

term, the Warner Agreement’s term spans the entire five-year License Period (not the six-month

Recording Services Term); and (2) Salazar and Oviedo, as managing members of Big Ligas, have

the authority to unilaterally enter into agreements for Londra’s recording services without

Londra’s consent or approval. This Court finds that the plain language of the relevant contracts

vitiates both assertions.

The Big Ligas Defendants’ first argument erroneously conflates the Warner Agreement’s

six-month exclusive Recording Services Term with the five-year License Period. These are two

very different concepts. 1 The Warner Agreement’s License Period is not an “exclusive recording

1
During the Recording Services Term, Londra was required to provide his exclusive recording
services to Warner until “the last day of the sixth (6th) complete month following” the release of
the Album. (See Ex. 5, Warner Agreement, ¶ 2(a)). In contrast, the License Period grants to Warner
the exclusive right to exploit certain of Londra’s recordings in the marketplace for five years
following the release of the Album. (Id., ¶ 2(a)). Big Ligas has noticeably flip-flopped on this
point. Before this lawsuit was filed, the Big Ligas Defendants conceded that Londra could
terminate the Deal Memo on February 20, 2021. (See Ex. 13, in which Greenberg agrees that the
Warner Agreement’s Recording Services Term expires “on or about today” [Nov. 22, 2019] and
arguing that the “term” of the Deal Memo “endures for a minimum or three years from execution,
i.e., until February 20, 2021”) (emphasis in original); Ex. 12, Greenberg Dec. 5, 2019 Letter (“The
Term of the Deal Memo Cannot Expire Earlier than February 20, 2021”) (emphasis added)).
agreement.” The only exclusive recording agreement term to which Londra has consented is the

Warner Agreement’s six-month Recording Services Term for the Album.

The Deal Memo also does not (and cannot) give the Big Ligas Defendants the right to

control the personal services of Londra in perpetuity without his consent. While the Deal Memo

provides Salazar and Oviedo with the authority to “sign agreements” on behalf of Big Ligas , the

Deal Memo expressly requires the Big Ligas Defendants obtain Londra’s consent before entering

into any excluding recording services agreements. Specifically, the Deal Memo provides that Big

Ligas may only “distribute, license, sell or otherwise exploit Goods subject to your and our mutual

approval” (Id., ¶ 3(b)) (emphasis added). “Goods” is defined as “items and materials embodying

Works in any and all physical and non-physical media and formats now or hereafter known.” (Id.,

¶ 14(d)). “Works,” in turn, is defined to include “all results and proceeds of Artist’s Services during

the Term, including but not limited to musical compositions, recordings, ….” (Id., ¶ 14(p)).

Further, the creation of Londra’s Works as well as the marketing and exploitation of Goods

embodying these Works are to be governed by a series of written budgets, timelines and other

specifications that Londra, Oviedo and Salazar “will, from time to time, develop together” and “as

may be revised from time to time subject to our mutual approval” (the “Joint Venture Business

Plans”). (Id., ¶ 14(f)). Oviedo and Salazar are “responsible for committing Joint Venture Business

Plans to written form which will be subject to [Londra’s] review and approval.” (Id., ¶ 3(a)).

Moreover, the Deal Memo anticipates that Londra’s compliance with any request for approval by

Oviedo and Salazar would be preceded by their “reasonable prior notice and consultation.” (Id., ¶

Notably, when Big Ligas’ counsel sent these communications, Warner had already released the
Album, yet the Big Ligas Defendants did not claim that the Deal Memo’s term was tied to the
Warner Agreement’s five-year License Period. It was not until after Londra terminated the Deal
Memo that the Big Ligas Defendants shifted to their convenient-but-baseless argument that the
Deal Memo’s term extends throughout the Warner Agreement’s five-year License Period.
8). Therefore, this Court concludes that these provisions plainly require Big Ligas to secure

Londra’s approval before entering into any deal, such as the Warner Amendment, relating to the

recording, distribution or sale of Londra’s musical Works. If the Big Ligas Defendants could, as

they erroneously propose, unilaterally sign an amended (or more accurately, new) recording

agreement, Londra’s express approval rights would be rendered meaningless. The Deal Memo

cannot, as a matter of law, be interpreted to render Londra’s approval rights to be of no force or

effect. See TRG Columbus Dev., 162 So. 2d at 552.

For all of the reasons discussed above, it is

ORDERED AND ADJUDGED that Defendant/Counter-Plaintiff, PAULO EZEQUIEL

LONDRA’s Motion for Summary Judgment is GRANTED. This Court concludes that pursuant

to the unambiguous contracts, the Deal Memo’s term expired on February 20, 2021. Even if the

language of the relevant contracts supported Big Ligas’ proffered interpretation of the Deal

Memo’s term (which it plainly does not), the Deal Memo could not be enforced because it would

constitute an illegal restraint of trade and lead to absurd results. 2

DONE AND ORDERED in Chambers at Miami-Dade County, Florida, on 08/23/21.

_________________________________________
WILLIAM THOMAS
CIRCUIT COURT JUDGE

No Further Judicial Action Required on THIS MOTION


CLERK TO RECLOSE CASE IF POST JUDGMENT

2
The Big Ligas Defendants’ assertion that they can unilaterally enter into recording agreements
for Londra’s services, such as the Warner Amendment, would give them discretion to extend the
Deal Memo’s term in perpetuity and force Londra’s personal services to write songs and record
music for the Big Ligas Defendants against his will forever.
The parties served with this Order are indicated in the accompanying 11th Circuit email
confirmation which includes all emails provided by the submitter. The movant shall
IMMEDIATELY serve a true and correct copy of this Order, by mail, facsimile, email or
hand-delivery, to all parties/counsel of record for whom service is not indicated by the
accompanying 11th Circuit confirmation, and file proof of service with the Clerk of Court.

Signed original order sent electronically to the Clerk of Courts for filing in the Court file.

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