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Telenetworks, Inc. v. Motorola Universal Data Systems, Inc.

Citations: 906 F. Supp. 75; 1995 U.S. Dist. LEXIS 17920; 1995 WL 707412Docket: Civ. 94-2445(PG)

Court: District Court, D. Puerto Rico; November 28, 1995; Federal District Court

Narrative Opinion Summary

In a dispute between Telenetworks, Inc. and Motorola Universal Data Systems, Inc., the court evaluated the calculation of 'lost profits' following the termination of a dealership agreement under Puerto Rico's Law 75. The defendant, Motorola, opposed the plaintiff's method of calculating lost profits based on sales made after contract termination, arguing insufficient discovery notice and the inapplicability of Law 75 for such damages. The court sided with Motorola, emphasizing that Law 75 demands a retrospective analysis of the dealer's earnings prior to termination rather than speculative post-termination sales. Although Law 75 outlines four criteria for damage assessment, including lost profits and goodwill, the court noted these are guidelines applied flexibly to individual cases. The court further highlighted that section 278b’s damage factors are not exhaustive but discretionary. Ultimately, the court upheld the defendant's objection, disallowing the plaintiff's proposed use of post-termination sales for calculating lost profits, and ordered the removal of the related damages claim from the Pretrial Order, reinforcing the law's intent to fairly compensate for services rendered by the terminated agent.

Legal Issues Addressed

Calculation of Lost Profits under Law 75

Application: The court determined that lost profits should be calculated based on a retrospective analysis of the agent's earnings prior to termination, not on post-termination sales of the principal.

Reasoning: Consequently, the plaintiff was barred from using Motorola's post-termination sales to establish lost profits, aligning with the policy objectives of Law 75.

Exclusivity and Discretion of Damage Factors under Law 75

Application: While section 278b provides specific methods for calculating damages, the court emphasized these are not exhaustive, allowing for discretion in awarding damages.

Reasoning: The document also notes that while lost profits and goodwill can be awarded separately under Law 75, the factors for damages listed in section 278b are discretionary and not exhaustive.

Flexibility in Applying Law 75's Damage Criteria

Application: The court noted the criteria for assessing damages, including lost profits, should be applied with flexibility based on the specific circumstances of the case.

Reasoning: The court noted that while these factors serve as guidelines, the Puerto Rico Supreme Court has stated they should be applied flexibly based on the case's specific circumstances.

Judicial Interpretation of Law 75’s Lost Profits Provision

Application: The court emphasized that compensation for lost income is appropriate if clients remain with the principal, but the method for determining lost profits prevents agents from benefiting from post-termination sales.

Reasoning: Compensation for lost income is deemed fair if the clients stay with the principal. The calculation of lost profits under section 278b(d) is described as rigid, preventing agents from benefiting from post-termination sales increases.