Fittipaldi USA3/30/2005
The plaintiff, Fittipaldi USA, Inc. ("FUSA"), appeals from an adverse final judgment after a jury trial. We affirm.
On June 11, 1997, Helio Castroneves, a race car driver, and FUSA, through its principal, Emerson Fittipaldi, entered into a five-year Management Agreement wherein FUSA agreed to serve as Castroneves' exclusive manager and representative. The Management Agreement provided, among other things, that FUSA would procure (1) professional motorsport driving opportunities, (2) merchandising, licensing, and endorsement agreements, and (3) corporate sponsorship for Castroneves. In exchange, Castroneves agreed to compensate FUSA with varying percentages of his gross revenues. The Management Agreement provided that either party could terminate the agreement for reasonable cause. Reasonable cause for Castroneves to terminate the Management Agreement was further defined, in relevant part, as breach of any term and condition and/or the failure of FUSA to use its best efforts to attempt to procure the necessary agreements for merchandising, licensing, endorsements, and corporate sponsorships.
On January 26, 1999, FUSA obtained an employment agreement for Castroneves with Hogan Racing, L.L.C. ("Hogan"). For the 1999 racing season, Hogan agreed to pay Castroneves a $250,000 salary, plus incentives, and $50,000 in travel expenses.
Simultaneously with the execution of the Hogan Agreement, FUSA and Fittipaldi entered into a Marketing Agreement with Hogan wherein, for the year 1999, Fittipaldi personally guaranteed to fund or raise through corporate sponsorships a minimum of $1 million by March 15, 1999, and committed to raising a minimum of $3 million in corporate sponsorships for Hogan Racing. In return, FUSA would receive a 15% commission on any sponsorship funds FUSA raised above $3 million. Under the terms of the Hogan Agreement, Hogan was not required to pay Castroneves if it did not receive the required sponsorship funds from FUSA or Fittipaldi.
On February 12, 1999, Hogan, Castroneves, and Ilmor Engineering, Inc. ("Ilmor") executed an Assignment of the Hogan Agreement stating that, if Hogan was unable to obtain sufficient funding for the 2000 season by September 1, 1999, Hogan could immediately transfer to Ilmor all of its rights to Castroneves' services. If Ilmor was unable to find a driving position for Castroneves by October 15, 1999, then Castroneves would be free to accept any other offer.
In February and March 1999, Fittipaldi failed to raise the required sponsorship funds, and, as a result, Hogan withheld payment of Castroneves' salary and expenses. On May 3, 1999, Hogan wrote to Fittipaldi demanding the $1 million guarantee. Hogan explained that, because of Fittipaldi's failure to fulfill his obligation, Castroneves had not received any salary payment. On October 5, 1999, Hogan notified Fittipaldi of its intent to file suit.
On October 26, 1999, at a race in Fontana, California, Hogan publicly announced that its team was ceasing operations. Although Ilmor contemplated organizing a race team, it did not have sufficient funds in place to do so. On October 28, 1999, Castroneves met with the Walker Racing Team's attorney, Alan Miller, and they discussed a possible buy-out of the Ilmor contract, but no agreement was reached. On October 30, 1999, at the Fontana race, another driver was fatally injured, and Castroneves was approached by that driver's team, Penske Racing Team, Inc. ("Penske"). During this time, Fittpaldi was not present to assist Castroneves.
On November 1 or 2, 1999, Castroneves asked Alan Miller to represent him. On November 3, 1999, Castroneves served FUSA with a notice of termination of the Management A
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