          United States Court of Appeals
                        For the First Circuit


Nos. 14-2055, 14-2066

                        MEDINA & MEDINA INC.,

              Plaintiff, Appellant; Cross-Appellee,

                                 v.

                    HORMEL FOODS CORPORATION,

              Defendant, Appellee; Cross-Appellant.


          APPEALS FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF PUERTO RICO

        [Hon. Jay A. García-Gregory, U.S. District Judge]


                               Before

                      Howard, Chief Judge,
              Torruella and Lipez, Circuit Judges.



     Jaime Sifre Rodríguez, with whom Marta E. Vilá Báez, Amanda
Collazo Maguire, and Sánchez-Betances, Sifre & Muñoz-Noya were on
brief, for appellant/cross-appellee.
     Luis A. Oliver, with whom Salvador Antonetti-Zequeira and
Fiddler González & Rodríguez, P.S.C. were on brief, for
appellee/cross-appellant.



                          October 21, 2016
            LIPEZ, Circuit Judge.       This case involves a dispute over

an unwritten and allegedly exclusive distributorship agreement

between Medina & Medina, Inc. ("Medina") and Hormel Foods Corp.

("Hormel") under Puerto Rico's Dealer's Contracts Act ("Law 75"),

see P.R. Laws Ann. tit. 10, §§ 278-278e.             Medina, a Puerto Rico-

based distributor of refrigerated food products, brought a lawsuit

against its principal, Hormel, seeking a declaration that Medina

is   the   exclusive     distributor   of   Hormel's    retail    refrigerated

products in Puerto Rico.       Medina also claimed that Hormel violated

the exclusive distribution agreement and hence Law 75 by selling

Supreme Party Platters directly to Costco while bypassing Medina,

and subsequently refusing to sell its new retail refrigerated

products to Medina on account of this lawsuit.                   Medina sought

damages    for   those    violations.       Hormel     filed   counterclaims,

asserting, inter alia, that Medina is not an exclusive distributor.

            The parties' claims were evaluated by the court through

multiple proceedings, including, ultimately, a bench trial.              After

the trial, the district court reached the following conclusions:

(1) Medina's exclusivity claim was time-barred by the three-year

statute of limitations under Law 75; (2) Hormel's counterclaim

that Medina was not its exclusive distributor was moot in light of

the court's statute of limitations ruling; (3) notwithstanding the

time bar for Medina's exclusivity claim, Hormel's sales of Supreme

Party Platters to Costco violated Law 75; and (4) Hormel was not


                                   - 2 -
liable for refusing to sell its new retail refrigerated products

to Medina.       The parties cross-appealed.

             Medina claims that the district court misunderstood its

exclusivity claim, construing it as one of "airtight exclusivity,"

a   type    of    exclusive   arrangement   that   prohibits   stateside

distributors from reselling products into the Puerto Rico market.

Rather, Medina argues that it has only claimed to be the exclusive

distributor based in Puerto Rico for Hormel's retail refrigerated

products.     In its cross-appeal, Hormel makes the argument, inter

alia, that the court's imposition of liability for Hormel's Costco

transactions is inconsistent with the court's finding that any

exclusivity claim is barred by the statute of limitations.

             Having carefully considered these claims, we agree with

the district court that Medina's exclusivity claim as presented is

time-barred.      However, we conclude that the statute of limitations

bar to recovery extends to Medina's Costco-related claim as well.

Hence, we affirm the district court's judgment in part and reverse

it in part.

                                    I.

             Medina, a company based in San Juan, purchases and

distributes refrigerated products to retailers in Puerto Rico.

Hormel is a multinational food corporation with its principal place

of business in Minnesota.      Hormel produces, among other products,

refrigerated food items that are sold at various retail stores in


                                   - 3 -
the continental United States and Puerto Rico.            The dispute in

this case, which arises under Puerto Rico's Law 75, was brought in

federal court based on diversity jurisdiction.            See 28 U.S.C.

§ 1332.

           Much of the dispute in this case involves whether Medina

argued for airtight exclusivity in its pleadings and in the

district court proceedings, and, if so, when the statute of

limitations accrued for such an exclusivity claim.         Medina argues

that it has never claimed airtight exclusivity; rather, according

to Medina, it has alleged throughout the proceedings below only

that it is the exclusive distributor based in Puerto Rico for

Hormel's retail refrigerated products for the Puerto Rico market.

Hormel contends that the exclusivity arrangement alleged by Medina

is -- and has always been -- one of airtight exclusivity, and that

the district court was correct to construe it as such in finding

the claim to be time-barred.          We examine the facts and the

procedural background with this disagreement in mind.              It is

critical to an assessment of the statute of limitations ruling.

A.   Distribution Arrangement

           The   facts   underlying   the   origin   of    the   parties'

relationship are undisputed.    In May 1987, Pepin Medina ("Pepin"),

Executive Vice President of Medina,1 met Jim Dinicola and Tony


      1The titles of individuals are their titles at the time that
the relevant events took place.


                                - 4 -
Alonso,2   Vice President of Sales and National Accounts Sales

Manager for Food Service at Hormel, respectively, at a food show

in Chicago.         Pepin and Dinicola discussed Law 75 and Hormel's

experience with a prior exclusive distribution arrangement in

Puerto Rico.    Dinicola remarked that Law 75 is "a cut-throat law,"

and that it is "one of the things stopping [Hormel] from going

into the Puerto Rican market."

             Several months later, Pepin, Dinicola, and Alonso met

again in Austin, Minnesota, to further discuss the prospect of

Hormel entering the Puerto Rico market.              Dinicola indicated that

Hormel was considering appointing Medina as its distributor in

Puerto Rico.    Dinicola reiterated, however, the concern regarding

exclusivity under Law 75.           Pepin responded that because Puerto

Rico is a small market, non-exclusivity would mean "bumping heads

every day . . . with competition," including competition from

mainland distributors.           Pepin told Dinicola, "[i]f we are not

exclusive,     we    are   not   interested    [in    distributing   Hormel's

products]."

             Then,    in   April    1988,     several   Hormel   executives,

including Dinicola and Alonso, traveled to Puerto Rico and attended

a food show at which Medina had a booth displaying Hormel's

products and logo.         During the same trip, the Hormel executives


     2 To avoid confusion with the name of the company, we refer
to Pepin Medina and Eduardo Medina by their first names.


                                     - 5 -
also attended a dinner party held by Pepin at La Casona.                  At this

party, Dinicola told Pepin, "Pepin, let's go ahead, you go ahead

and distribute the Hormel product."              That remark formed a verbal

agreement between the parties, and Medina has since distributed

Hormel's      products   in    Puerto    Rico.     No   written   distribution

agreement was signed by the parties.

B.   Retail Refrigerated Products

               Medina has distributed two types of Hormel products

since       1988:   retail     refrigerated      products   and   food    service

products.       Retail refrigerated products are branded products or

commodity-based products that can be marketed under a brand at

retail       stores.3    Food    service    products    are   items      sold   to

institutions such as hotels, restaurants, and cafeterias, which

then prepare and sell the products to an end user, who is often an

individual customer.          Since the beginning of the distributorship

arrangement with Medina in 1988, Hormel has not sold retail

refrigerated products to any other distributors based in Puerto

Rico besides Medina.          Hormel's food service products, by contrast

(which we will address under a separate subheading below), have

been marketed in Puerto Rico through multiple Puerto Rico-based


        3
       While Medina describes itself as the exclusive distributor
of Hormel's "retail refrigerated products and fresh pork," Medina
suggests in its briefs that fresh pork is among the retail
refrigerated items. We rely on this understanding and use "retail
refrigerated products" as a term that is inclusive of fresh pork
products.


                                        - 6 -
distributors at different times. Medina claims to be the exclusive

distributor only of Hormel's retail refrigerated products, not of

its food service products, for the Puerto Rico market.

             With respect to Hormel's retail refrigerated products,

the   communications   between    Medina   and   Hormel   over   the   years

consisted largely of Medina's complaints (and Hormel's responses)

concerning Hormel's supply of retail refrigerated products to

stateside distributors, which then resold those products to Puerto

Rico retailers.    In January 1990, Medina complained to Hormel that

Pueblo Supermarkets ("Pueblo"), a grocery chain based in Puerto

Rico, had ceased purchasing Hormel products from Medina because it

was buying them at a lower price from Malone & Hyde, a Florida-

based distributor.     In the following years, Medina made similar

complaints    about   stateside   distributors    interfering    with   its

business in Puerto Rico.     In April 2001, Ron Fielding, Group Vice

President of the Meat Products Division at Hormel, tried to assuage

Medina's concerns in this regard, stating:

             I remain very anxious to remove all doubt that
             for certain aspects of your business you are
             our primary, if not exclusive partner.     The
             retail packaged meat category clearly benefits
             from your expertise and experience in the
             market.    Your capability to service the
             business at all levels (headquarters/stores)
             is excellent.

             Nevertheless, Hormel continued to sell its refrigerated

products   to    mainland   distributors,    which   then   resold     those




                                  - 7 -
products in the Puerto Rico market.         In September 2001, Pepin

complained to Hormel that two local supermarket chains had refused

to buy Hormel products from Medina because they were getting better

prices   from   stateside   distributors,   such   as   White   Rose,   a

distributor based in New Jersey.    Pepin wrote:

           This letter intends to get from you assurance
           that Hormel will not put us at a disadvantage
           relative to other distributors selling into
           our market.     Specifically, we want your
           commitment that Hormel will not give lower
           prices (directly or by means of promotions,
           deals, etc.) to any distributor in the
           mainland than the prices billed to us.

In response, Alonso assured Pepin that Medina would continue to

receive "the best price on retail products sold by Hormel Foods

directly into the Puerto Rico market."         Focusing on the word

"directly," Pepin wrote in reply: "[A]s you know, some of your

mainland distributors sell [Hormel refrigerated products] directly

into our customers in [Puerto Rico].     To the extent that they get

better pricing, deals, or terms than we do, we will be handicapped

to grow the business here."     He then added, "[y]ou say that you

are not giving lower prices to your mainland distributors selling

to our market, but you are not willing to commit to the principle

that this will not happen."

           In August 2002, Medina raised a concern of a different

nature with Hormel.     Pepin complained to Fielding that one of

Hormel's meat group sales representatives was planning to make a




                                 - 8 -
presentation to the head merchandiser at Pueblo regarding Hormel's

Always   Tender     fresh    pork    products      without   Medina's   presence.

Fielding explained in response that Hormel was simply reacting to

Pueblo's interest in the product, and that it was not trying to

"sell around" Medina.            Fielding also indicated, however, that it

was the customer's decision as to what kind of local support it

would require and Hormel cannot force Pueblo to purchase the

product through Medina. Despite these exchanges, the Always Tender

fresh pork products were ultimately distributed through Medina.

            Medina's        complaints       about     stateside    distributors

continued into the early 2000s.              In June 2003, Pepin complained

about White Rose, which had opened up a distribution center in

Puerto Rico to cater to local wholesalers and retailers.                      Pepin

stated in a letter that this move by White Rose would "present

serious problems," and that "[Hormel] should be aware of them and

do the necessary to protect [Medina's] efforts in [Hormel's] behalf

and mitigate problems."

            Then,     in     2005,    Medina       began     characterizing     its

complaints regarding stateside distributors reselling into the

Puerto Rico market explicitly in terms of exclusivity.                   In June

2005,    Pepin    wrote     to    Fielding    to     complain   about   stateside

wholesalers, including White Rose and A.J.C. International, buying

Hormel refrigerated products and selling them to retailers in

Puerto Rico.      Pepin stated in the letter:


                                       - 9 -
           After a careful review and analysis of this
           situation, we understand that said actions, if
           [not] stop[ped] immediately, constitutes an
           impairment of our relationship with Hormel as
           principal, and [us] as the distributor[] of
           your products in Puerto Rico . . . . It is
           important for us to place this situation in
           proper perspective because these wholesalers
           with operations in Puerto Rico are infringing
           in our relationship with you, our principal;
           undermining   our   relationship    with   our
           customers; and devaluating our company.     In
           fact, allowing these wholesalers to sell your
           products within our territory results in
           allowing a second or parallel distribution in
           the region.

Pepin requested in the letter that Hormel "compel these wholesalers

and/or retailers to cease and desist from interfering with our

distribution of Hormel products in Puerto Rico by not selling your

products in Puerto Rico."

           Hormel rejected this request.        Fielding clarified in

response that Hormel views Medina "as [its] retail distributor on

the island of Puerto Rico," and hence Hormel "cannot interfere

with the legitimate purchase of [its] products in the United

States."   He then noted, "[w]hile you doubtless feel that Law 75

somehow protects you from this competition, we do not agree."

           Another   dispute   arose   in   January   2006   when   Pueblo

decided to purchase certain Hormel products from Topco, a stateside

distributor.   Pepin wrote to Gary Ray, then Hormel's Executive

Vice President of Refrigerated Foods, that he was "upset" with

"Hormel's disregard [for] our exclusive distribution contract and




                                - 10 -
the   legal    obligation   to   act   in   good   faith   to   protect   the

exclusivity granted for our territory."        He continued, "[t]here is

no question that [Medina] is Hormel's exclusive distributor for

the Commonwealth of Puerto Rico," and asked that Hormel advise

Topco and Pueblo that it will no longer supply fresh pork to Topco

in order for Topco to resell to Pueblo.            Pepin also wrote that

Medina will "do everything [it] must do to protect [its] exclusive

distribution contract," and that he wanted to "create a historical

memory for this event and the future."

              Ray stated the following in his reply:

              Contrary to the assertions in your letter, we
              do not have any written contract with [you],
              or any exclusive distribution agreement. For
              many years, [Hormel] has sold products through
              other brokers and distributors in Puerto Rico.
              Moreover, while we recognize that [Medina] has
              worked with Pueblo on the Fresh Pork Program,
              we cannot dictate Pueblo's method of acquiring
              fresh pork products.      Pueblo has made a
              decision, without regard to [Hormel] or
              [Medina].

Ray then observed that Hormel's relationship with Medina has

"always been based on the premise that [Medina] get[s] paid to

interact with the customer," and suggested that Medina negotiate

with Pueblo directly to continue their transactions concerning

Hormel's fresh pork products. The letter concluded, however, that,

"[i]f . . . Pueblo's decision to purchase exclusively from Topco

is final," Hormel "has no choice but to sell fresh pork products

to Topco."


                                  - 11 -
C.   Food Service Products

               While Medina claims exclusivity only as to Hormel's

retail refrigerated products, we agree with the district court

that the entire course of dealing between Medina and Hormel during

the relevant time period is helpful in understanding the business

relationship between the two parties, especially given the lack of

a    written    contract.      Accordingly,      we   examine   the     parties'

communications regarding Hormel's food service products.

               Starting in 1999, Medina wrote a series of letters

complaining      to   Hormel    about    other   distributors,     local    and

stateside, selling Hormel food service products in Puerto Rico.

In July 1999, Pepin complained to Hormel that Sysco, a mainland

distributor, was selling Hormel's food service products to the

Wyndham hotel chain in Puerto Rico through Plaza Provision Company,

a Puerto Rico-based distributor.          In September 2001, Pepin made a

similar    complaint     regarding      market   competition     when    Hormel

appointed José Santiago, Inc., a Puerto Rico-based company, as its

food service distributor for the Puerto Rico market.

               Then, in November 2001, Hormel appointed an in-house

broker for Ballester Hermanos, a Puerto Rico-based distributor and

a competitor to Medina, as its representative in the Puerto Rico

food service business and asked Medina to focus on the retail

distribution instead.          Medina objected to Hormel's decision to




                                     - 12 -
"take away" its food service business, which accounted for half of

Medina's total Hormel volume.4

             Following   this   exchange,   Medina    began     focusing   its

complaints on Hormel's food service distributors' interference

with Medina's retail refrigerated business.            In 2003 and 2004,

Medina complained to Hormel that its food service distributors,

including Ballester Hermanos, were supplying Hormel refrigerated

products in the deli departments of several of Medina's customers,

which Medina called "a clear and flagrant intrusion into [Medina]'s

retail accounts."      Similarly, in August 2004, Pepin wrote a letter

to Hormel to clarify its market status as a distributor, in light

of the alleged interference by the food service distributors.

There, he stated that Medina was "the sole Hormel distributor/agent

in Puerto Rico authorized to service the Deli Departments of all

retail and club accounts in Puerto Rico."        In response, Ray agreed

with this statement, noting that Medina "is the sole distributor

in Puerto Rico authorized to service the 'in the glass' and 'home

meal replacement' areas of delis located within retail stores and

club accounts who take possession of their products in Puerto

Rico."

             Despite     this   clarification,       Medina's     complaints

continued.     In June 2005, Ray wrote the following in response to


     4 Even after this decision, however, Medina continued to sell
Hormel food service products on a non-exclusive basis.


                                  - 13 -
a complaint concerning the food service distributors' alleged

interference with Medina's retail business:

           We    have    made    it    clear    to    our
           distributors . . . and our people that the
           retail marketplace[] is your venue.     If you
           have specific example of sales people visiting
           and soliciting business from retailers within
           your territory, please advise and we will make
           every effort to see that the practice is
           stopped.

           In July 2005, Medina's counsel wrote to Hormel's counsel

to confirm in writing "the essential terms of the distribution by

[Medina] of the Hormel Foodservice products in Puerto Rico."         The

letter   also   sought   confirmation   that   "[Medina],   as   Hormel's

exclusive retail distributor, is the sole entity authorized to

solicit and/or quote and/or sell Hormel products to any and/all

retail accounts within Puerto Rico."      Hormel's counsel re-phrased

this statement and confirmed the following:       "Hormel has no other

retail distributors on the island of Puerto Rico.            As we have

stated in the past, Hormel remains committed to its relationship

with [Medina] and, of more importance, remains optimistic that

[Medina] will continue to grow the business."

D.   Supreme Party Platters

           In 2008 a dispute arose over Hormel's sales of Supreme

Party Platters to Costco.     This dispute, however, occurred against

the backdrop of Medina's business relationship with Costco, which

began in 2002.




                                 - 14 -
             Eduardo Medina ("Eduardo"), Vice President of Medina,

met in 2002 with buyers from Costco to introduce Hormel party

platters to the Costco stores in Puerto Rico.                    The Hormel party

platters came in two kinds: the dry party platters contained cured

meats, cheese, and crackers, and the wet party platters contained

ham, turkey, cheese, and crackers.               Later in 2002, Costco opened

its first warehouse in Puerto Rico, and Kamran Mossadeghi, Costco's

deli   buyer,       began    purchasing    Hormel     products      from    Medina,

including the party platters.             Massadeghi worked in Atlanta, the

location of Costco Southeast, which manages the Costco stores in

Puerto Rico.         This was the first time that the Hormel party

platters were sold to Costco.

             From    2002    until   November     2008,    the    party    platters

distributed by Medina sold well at the Costco stores in Puerto

Rico, which were the only Costco stores that sold those products.

Then, in September 2008, Medina learned from Danny Payne, an

assistant     buyer     at    Costco,     that    Costco    would     discontinue

purchasing Hormel's wet party platters from Medina.                       That same

day, Medina was also notified by Hormel that Hormel would begin

selling Supreme Party Platters, which were intended to be an

improvement on Hormel's regular party platters, directly to Costco

Southeast.      Hormel developed the Supreme Party Platters because

Lisa Reinert, the new deli buyer for Costco, was looking for a

platter that would work across all Costco locations, not just in


                                     - 15 -
Puerto Rico.       Hormel then offered two options to Medina:              Medina

could receive a five-cents-per-pound brokerage fee on the Supreme

Party Platters, or Hormel could sell the Supreme Party Platters

through Medina if Medina lowered its price for the platter so that

Costco could sell the product at its target price.             Medina refused

both options.       Pepin wrote that "offer[ing] to pay [Medina] a

commission to cover the[] direct sales to Costco Southeast" is not

acceptable because Medina is Hormel's "exclusive distributor" of

Hormel's retail refrigerated products, not a "broker."

            From    November   2008    to   January   2009,    the   wet    party

platters were not sold at the Costco stores in Puerto Rico;

instead, Hormel sold the Supreme Party Platters directly to Costco

Southeast, which then provided those products to the Puerto Rico

Costco stores.      Then, in January 2009, Costco ceased the sale of

the Supreme Party Platters because the sales were "terrible."

Costco thereafter resumed purchasing the wet party platters from

Medina.

E.   New Retail Refrigerated Products

            On February 3, 2009, Medina filed this lawsuit, seeking

a declaration that Medina is the exclusive distributor of Hormel's

retail    refrigerated    products,      and   that   Hormel    violated      the

exclusive distribution agreement and Law 75 by selling the Supreme

Party Platters directly to Costco.             Medina also sought damages.

About a month later, in March 2009, Medina and Hormel gave a joint


                                      - 16 -
presentation to Pueblo and Sam's Club concerning Hormel's new

products.     Following this presentation, Eduardo wrote to Patrick

Schwab,   the    Director   of   Meat   Sales   at   Hormel,   to   request

information on the new products, which Pueblo and Sam's Club had

asked for from Medina.      Schwab refused, however, stating:

             [We] view[] the lawsuit you filed against us
             as an insurmountable obstacle which prevents
             us from making any additional products
             available to the Puerto Rico retail market.
             Thus, Hormel will not offer your company any
             new items . . . that were discussed in our
             last meeting. We will, however, continue to
             offer your company any products that were sold
             prior to the initiation of the lawsuit,
             subject to availability.

Schwab also explained to Pueblo that, "[u]ntil we resolve those

legal issues with [Medina], we are unable to make additional

products available to your Puerto Rico locations."

             Medina then amended its complaint to include a claim

that Hormel's refusal to sell its new retail refrigerated products

to Medina violated the exclusive distribution agreement and Law

75.   This was so, Medina argued, because Hormel had historically

sold new retail refrigerated products to Medina for the Puerto

Rico market, and the exclusive distribution agreement compels

Hormel to continue this practice.

             In March 2014, while this lawsuit was pending, Hormel

reversed course and began selling new retail refrigerated products

to Medina.




                                  - 17 -
                                       II.

                As previously noted, the procedural history of this case

is critical to understanding the parties' arguments on appeal,

particularly with respect to the airtight exclusivity issue. Thus,

we carefully examine the arguments that the parties made below and

the district court's treatment of them.

A.     Pleadings

                In Count I of the amended and operative complaint,5

Medina sought a declaration, pursuant to Law 75, that Medina was

"the        exclusive   retail   distributor   of   the   Hormel   refrigerated

products in the Commonwealth of Puerto Rico, including, as has

been the relationship, the new products developed by Hormel," and

that Hormel violated the parties' mutual agreement to that effect

and Law 75 by selling the Supreme Party Platters directly to

Costco.        Am. Compl., Docket No. 3, at ¶ 24.a.6      Relatedly, Count II



        5
       There are two causes of action in both the amended complaint
filed by Medina and the answer and counterclaim filed by Hormel.
To distinguish the parties' claims, the first and second causes of
action in the amended complaint are referred to herein as Count I
and Count II, respectively, and Hormel's two causes of action are
referred to as First Cause of Action and Second Cause of Action.
        6
       We use the following format for citations to the record
materials from the district court's docket:      the name of the
document, followed by the docket number and the page and/or
paragraph number of the statement the citation supports. The only
exception is when we refer to the trial transcript from February
28, 2013, in which instance we use "Trial Tr." for the document
name. The case number in the district proceedings was 3:09-cv-
01098-JAG.


                                      - 18 -
sought damages based on Hormel's alleged violation of the agreement

by refusing to sell the new products to Medina on account of the

lawsuit.    Id. at ¶¶ 25-28.

            In its answer and counterclaim, Hormel introduced the

concept of "airtight exclusivity," which it used to describe

Medina's    exclusivity    argument.7         Answer    to   Am.   Compl.     and

Countercl. ("Answer and Countercl."), Docket No. 4, at 4, ¶ 10.

Hormel   noted,   for   instance,    that,    despite     Medina's    claim   of

"airtight   exclusivity[,]     which    would    preclude     even    sales   to

customers outside of Puerto Rico who resell in Puerto Rico," Hormel

has "always asserted its right to sell to customers outside of

Puerto Rico without requiring that such customers refrain from

reselling in Puerto Rico."       Id. at ¶ 11.           Hence, to the extent

that the parties agreed on any exclusive distribution arrangement,

Hormel argued that such exclusivity "would not extend to sales by

Hormel to customers outside of Puerto Rico who then decide to sell

a portion or all of its purchases in Puerto Rico."            Id. at 5, ¶ 12.

Additionally,     Hormel   alleged     that    Medina    threatened    to     sue

Hormel's stateside distributors based on the false premise of

airtight exclusivity, and that as a result, certain stateside



     7 We note that "airtight exclusivity" is a term introduced by
Hormel and is not defined under Law 75. We adopt the terminology
in our analysis, using it in the same way it was used by the
parties and the district court in the trial proceedings. See infra
Section III.B (defining airtight exclusivity).


                                    - 19 -
distributors had ceased buying Hormel's products, leading to a

loss of sales for Hormel.         Id. at 6-7, ¶¶ 6-10.      Based on these

allegations, Hormel sought damages (Second Cause of Action), id.

at 8, ¶¶ 18-22, and a declaration (First Cause of Action) that

Medina "does not have the exclusive right to purchase Hormel

products for resale in Puerto Rico," id. at 7, ¶ 14.

             In answering Hormel's counterclaims, Medina all but

admitted that the exclusivity it was arguing for in the amended

complaint was airtight exclusivity.           Medina wrote, for instance,

that as the "exclusive distributor of the Hormel refrigerated

products for the retail market in [Puerto Rico]," it has "the

obligation    and    right   to   protect    said   exclusive   distribution

agreement against tort[i]ous interference by third parties" --

that is, by informing them of the exclusivity and requesting that

they cease and desist reselling Hormel refrigerated products in

Puerto Rico.        Answer to Countercl., Docket No. 10, at 3, ¶ 6.

Medina also argued that Hormel's insistence that it can "sell to

customer[s] outside Puerto Rico even if they resell all or a

portion of its purchases in Puerto Rico" violates "the exclusive

distribution agreement" and Hormel's "obligation to protect [it]."

Id. at 4, ¶ 11; see also id. at 7-8, ¶ 13 ("Hormel's position that

Law 75 permits Hormel to allow parallel lines of distribution into

Puerto Rico, so long as the transaction is outside Puerto Rico is

not supported by Law 75.").


                                    - 20 -
B.    Summary Judgment Motions and the Order for Clarification

             The parties conducted discovery, during which several

depositions were taken.        Then, both parties moved for partial

summary judgment.     Hormel argued that Medina's lawsuit should be

dismissed to the extent that it relies on airtight exclusivity

because the parties never agreed on such an arrangement, and Law

75 enforces only the parties' own agreement.             Hormel also raised

the   timeliness    issue,   asserting    that,   "[e]ven   if   Medina   had

airtight exclusivity in the sense that it had the right to demand

that Hormel take steps to prevent customers based on the US

mainland from selling into Puerto Rico," any such claim would be

barred under Law 75's three-year statute of limitations.           Mot. for

Summ. J. and Mem. of Law in Supp., Docket No. 33, at 15.            Indeed,

Hormel argued that Medina had notice of "detrimental acts" by

Hormel -- which triggers the statute of limitations under Law 75

-- as early as 1989, soon after the distribution arrangement began,

id. at 16, and at the latest by January 2006, when Ray denied to

Pepin that Hormel has "any written contract with [Medina], or any

exclusive distribution agreement," Statement of Uncontested Facts,

Docket No. 33, at ¶ 43.      Medina, for its part, asked for a partial

judgment in its favor regarding Hormel's violation of the exclusive

distribution agreement, particularly with respect to Hormel's

sales   of   the   Supreme   Party    Platters    to   Costco.   While    not

addressing the statute of limitations directly, Medina wrote that


                                     - 21 -
it has "put Hormel on notice of the interference of third parties

in [Medina's] exclusive territory, the Puerto Rico retail market,"

and, "once informed of the interference, Hormel failed to comply

with its legal duty" to take measures to stop such third party

interference.   Medina & Medina, Inc.'s Mot. for Partial Summ. J.

("Medina's Summ. J. Mot."), Docket No. 34, at 2, ¶¶ 4-5.

          The magistrate judge recommended that the district court

grant Hormel's summary judgment motion and deny Medina's.   Report

and Recommendation, Docket No. 59, at 32.       Specifically, the

magistrate judge made the following recommendations:    (i) to the

extent that Medina's exclusivity claim relies on events that

occurred before the three years prior to the filing of the lawsuit,

such a claim is time-barred, id. at 18-19; (ii) the course of

dealing between the parties indicates that their distribution

agreement did not cover airtight exclusivity, which would preclude

Hormel from selling retail refrigerated products to stateside

distributors that resell them in Puerto Rico, id. at 28-29; (iii)

there is a genuine issue of material fact as to whether the

distribution agreement covered Hormel's direct sales to the Puerto

Rico market, such as Hormel's sales of the Supreme Party Platters

to Costco, id. at 29-30; and (iv) Hormel's refusal to sell the new

refrigerated products to Medina does not violate the distribution

agreement, id. at 30-31.




                              - 22 -
               The       district     court    adopted       the    magistrate     judge's

recommendations in full, except as to (ii).                        The court found that

a letter from 1996 that Medina had proffered8 "inject[ed] a genuine

issue of material fact" as to whether the distribution agreement

between       the     parties       covered    airtight      exclusivity,        i.e.,   "a

prohibition regarding sales to mainland distributors."                            Op. and

Order, Docket No. 74, at 14-15.                     The court concluded, however,

that any such claim of airtight exclusivity is time-barred under

the three-year statute of limitations prescribed by Law 75, as

Medina      was     on    notice    at    least   by   August      2005   when    Fielding

confirmed that Hormel would continue to sell products to mainland

distributors. Id. at 17. Hence, while the district court rejected

the magistrate judge's conclusion that there is no genuine issue

of   material         fact     as    to   whether      the   distribution        agreement

encompassed airtight exclusivity, the court nonetheless granted

Hormel's summary judgment motion regarding airtight exclusivity

based on the statute of limitations.                      Id. at 18.       The district

court       appears      not   to    have     addressed      the    magistrate     judge's


        8
       This letter from Robert A. Slavik, Vice President of Meat
Products for Hormel, stated that Slavik spoke with Hormel's
International Division, and that the Division has "stepped out of
the communication with any customers who would be involved in
product sold domestically that could end up in Puerto Rico and,
therefore it is now under our full control." As the district court
noted, however, the context of this letter is unclear, and, in any
event, it is superseded by subsequent communications between the
parties in which Hormel clearly indicated that it does not view
the distribution arrangement to include airtight exclusivity.


                                            - 23 -
conclusion in (iv) -- that Hormel's refusal to sell Medina the new

retail refrigerated products did not violate Law 75.

            The district court's disposition of the summary judgment

motions -- and particularly its analysis of the exclusivity issue

-- led to a series of motions and orders clarifying what issues

remained.     In a joint stipulation for dismissal, the parties

asserted that the only issues that survived the court's summary

judgment order were: (a) "Medina's claim of impairment based on

allegations that Hormel refused to sell to it new refrigerated

retail products for sale in the Puerto Rico market"; (b) "Hormel's

corresponding request for a declaration that Medina does not have

a right to purchase new products introduced by Hormel into the

market"; and (c) "Hormel's request for damages on grounds of

Medina's    alleged   tortious      interference."      Stipulation       for

Voluntary   Dismissal   Without     Prejudice   of   Count   2   of   Amended

Complaint and of Counterclaim ("Joint Stipulation for Dismissal"),

Docket No. 79, at 1-2.    The parties also requested that the court

enter final judgment in favor of Hormel on Count I of the amended

complaint, which sought a declaration that Medina is the exclusive

distributor for Hormel's retail refrigerated products and that

Hormel violated the exclusive distribution agreement by selling

directly to Costco.     Id. at 2.

            The district court refused.     The court characterized its

summary judgment rulings as follows:        (i) "Medina's claim[] that


                                  - 24 -
the distribution agreement between Medina and Hormel included

sales to mainland distributors was time barred"; (ii) despite this

statute-of-limitations    finding,   there    is   a    genuine   issue   of

material fact as to "whether or not Medina was Hormel's exclusive

distributor"; and (iii) there is a genuine issue of material fact

regarding "whether or not Hormel's direct sales to Costco violated

the distribution agreement."     Order for Clarification, Docket No.

85, at 2.    Hence, according to the court, the parties' submission

that the court rule in favor of Hormel on Count I of the amended

complaint -- contrary to (ii) as summarized above -- was tantamount

to "asking th[e] [c]ourt to enter a blanket judgment over issues

that it has not decided."       Id. at 3.     In so ruling, the court

indicated    that   Medina's   overall    exclusivity    claim    could   be

separated from airtight exclusivity:

            At no point[] has this [c]ourt determined that
            Medina is not an exclusive distributor. The
            only issue that th[e] [c]ourt decided was that
            Medina was time barred from advancing a claim
            of airtight exclusivity (airtight exclusivity
            refers to Medina's claim that Hormel was
            precluded from selling its products to third
            parties who resold Hormel products in Puerto
            Rico).

Id.   The court thus ordered the parties to file a joint motion

detailing "the issues that they are voluntarily dismissing and how

that dismissal impacts Medina's request that the [c]ourt determine

that it is Hormel's exclusive distributor, as well as the airtight

exclusivity claim."    Id. at 4.


                                 - 25 -
           The       court's   order     for   clarification        seems   to    have

exacerbated     the    confusion       regarding     the    distinction     vel   non

between the court's summary judgment order that any airtight

exclusivity claim is time-barred and the court's insistence that

Medina's   Count       I   claim   over    exclusive        distributorship       (and

Hormel's sales to Costco) is not governed by airtight exclusivity.

Indeed,    in    a    motion    responding      to    the    court's      order    for

clarification, Hormel argued that the district court's statute of

limitations ruling disposed of Medina's Count I claim in its

entirety because the claim as a whole -- including the claim

regarding Hormel's Costco transactions -- is premised on airtight

exclusivity.         Hormel    Foods    Corporation's       Resp.    to   Order   for

Clarification, Docket No. 92, at 4. In a separate motion, however,

Medina claimed, seemingly for the first time, that its exclusive

distributorship claim in Count I is not time-barred, evidently

because the district court itself understood it that way in parsing

its own summary judgment order.           Mot. in Compliance with Order for

Clarification, Docket No. 93, at 1, 4.

           With the parties suddenly at odds over the scope of

exclusivity alleged by Medina, the district court proceeded with

its understanding that Medina's exclusivity claim in Count I could

be separated from, and stand independent of, airtight exclusivity.

For instance, in responding to Hormel's argument that "it is hard

pressed to understand why Medina's claim that it is Hormel's


                                       - 26 -
exclusive distributor is not [also] time-barred," the court noted

that this argument was not "properly developed" and, in any event,

the court was unable to conclude as much at the summary judgment

stage because "the relationship between Hormel and Medina is

fraught with difficulty as it was never reduced to writing and

must be defined via course of dealing."                   Mem. and Order, Docket

No. 105, at 5 n.1.

             As to Hormel's Costco sales, the district court rejected

Hormel's argument that its sales of the Supreme Party Platters to

Costco Southeast is equivalent to its sales of retail refrigerated

products to mainland distributors, and hence the claim regarding

the Costco sales is time-barred under the same airtight exclusivity

theory.      In its post-summary judgment memorandum and order, the

court     observed       that    there    may      be    "a     distinction     between

distributors       who   purchase       products    on    the    mainland     and   then

eventually      resell          those    products        in      Puerto     Rico     and

wholesalers/retailers that have a presence in Puerto Rico and may

seek to purchase goods outside of Puerto Rico in an effort to

bypass Law 75."          Id. at 11.      The Costco sales, according to the

district court, could fall into the latter category.                      Id.

C.   Trial

             The    issues      of   Medina's      exclusivity      claim,      Hormel's

Costco transactions, and Hormel's refusal to sell new retail

refrigerated products to Medina all proceeded to a bench trial.


                                         - 27 -
At     trial,   Medina     framed    airtight     exclusivity       as   "Hormel's

invention and [a] smoke screen to confuse what Medina's position

is in relation to Hormel's . . . obligation to protect Medina's

exclusivity."       Trial Tr., Docket No. 148, at 7.               Indeed, Medina

argued forcefully and repeatedly that it had "never advanced the

position that Hormel cannot sell its refrigerated products . . . to

its stateside clients even if they sell them in Puerto Rico."                    Id.

at 9-10.

             Instead, what it sought all along, according to Medina,

was    a   recognition     that     Medina   is    "the    exclusive      and    sole

distributor in Puerto Rico for the Hormel retail refrigerated

products." Id. at 8 (emphasis added). As such, the argument went,

once Hormel was informed of third-party interference with Medina's

exclusivity, Hormel "ha[d] to take an affirmative step" to ensure

that    those   third      party    distributors    ceased        such   sales    and

interference with the Puerto Rico market.             Id. (citing Gen. Office

Prods. Corp. v. Gussco Mfg., Inc., 666 F. Supp. 328, 333 (D.P.R.

1987)).     Hormel countered, as it did in pre-trial proceedings,

that Medina's exclusivity claim is, in effect, one of airtight

exclusivity, and thus the court's earlier statute of limitations

ruling     barred   both    Medina's    exclusivity       claim    and   its    claim

regarding the Costco sales.




                                       - 28 -
D.    District Court's Final Order

              The district court changed its view following the trial

regarding whether Medina's exclusivity claim can be separated from

airtight exclusivity.          Indeed, the court ruled that Medina's

exclusive distributorship claim in Count I is time-barred, much as

any airtight exclusivity claim was earlier determined to be time-

barred, thus indicating that the court now understood Medina's

exclusivity claim in its entirety to be inseparable from airtight

exclusivity.        Op. and Order on Bench Trial, Docket No. 170, at 37-

38.     The    court    stated,   for   instance,     that   the    statute    of

limitations barred Medina's exclusivity claim in its entirety

because,    "since     1990,   Hormel   was   selling   retail     refrigerated

products to stateside distributors, with the knowledge that these

distributors were reselling in Puerto Rico."              Id. at 37.     At the

latest, the court further noted, Fielding's July 2005 letter and

Ray's January 2006 letter constituted "detrimental act[s]" that

triggered     the    three-year   statute     of   limitations     because   they

confirmed to Medina that Hormel has continued, and will continue,

its practice of selling retail refrigerated products to stateside

distributors who resell into the Puerto Rico market.                 Id. at 36-

37.    In light of this statute of limitations ruling, the court

found that Hormel's counterclaim -- seeking a declaration that




                                    - 29 -
Medina    is    not   the   exclusive    distributor       of   Hormel's   retail

refrigerated products -- was moot.              Id. at 38.

               With respect to Hormel's sales of the Supreme Party

Platters, the court found that such direct sales to Costco violated

Law 75.    Id. at 42.       Separating Medina's claim regarding Hormel's

Costco transactions from its exclusivity claim, the court noted

that   the     Costco   claim    did    not     "concern     Medina's   right   to

exclusivity," but rather "concern[ed] a specific product that,

years after Fielding's letter, was developed by Medina."                   Id. at

39. Given "Medina's efforts and knowledge of the Puerto Rico

market," which led to the popularity of Hormel's party platters

and thereby "greatly benefited" Hormel, id. at 40, the court

concluded that Hormel "stranded" Medina when it sold the Supreme

Party Platters directly to Costco, id. at 42.                It did not matter,

indeed, that the Supreme Party Platters were "not developed with

the sole intention of being sold directly in the Puerto Rico

stores, and that [they were] sold across all the stores under the

Costco Southeast Region."         Id. at 41.        Nor was it relevant that

the Supreme Party Platters were shipped to the Costco Southeast

distribution center in Atlanta before being sold in the Costco

stores in Puerto Rico.          Id.     In light of the "history between

Medina and the Costco stores in Puerto Rico," the court found that

Hormel was "bound to protect its distributor, and sell through




                                       - 30 -
Medina the upgraded version of a product for which Medina had

developed the market."          Id. at 41-42.

            Finally, the court determined that Medina had "produced

no evidence indicating that Hormel was obligated to sell its new

products and enter the Puerto Rico market."                 Id. at 43.   Absent

such evidence, the court reasoned, Law 75 does not provide for a

distributor's right to "dictate whether a particular product will

enter the Puerto Rico market."          Id.     The court ruled, therefore,

that "Hormel is not obligated to introduce new retail refrigerated

products to Medina once it decides to enter the Puerto Rico

market," and that Hormel did not violate Law 75 by refusing to do

so.    Id. at 44.

            The     parties      cross-appealed       the    district    court's

decision.

                                      III.

            On appeal, Medina argues that the district court erred

in finding its exclusivity claim to be time-barred.                Specifically,

Medina claims that the court erroneously relied on Ray's letter

from    January     2006   as    triggering     the   three-year    statute   of

limitations for Medina's exclusivity claim, even in the face of

Ray's deposition testimony that his denial of exclusivity was based

only on stateside distributors selling into the Puerto Rico market,

not other Puerto Rico-based distributors selling Hormel's retail

refrigerated products in Puerto Rico.             Relatedly, Medina repeats


                                     - 31 -
the argument that it made at trial that it "never suggested it had

(and did not file its claims for) 'airtight exclusivity,'" that

airtight exclusivity "is not and never was, the question for the

court," and that, in reaching a contrary conclusion, the district

court was "side-tracked by Hormel's arguments against 'airtight

exclusivity.'"      Instead, Medina's "actual claims" of exclusivity,

as the party puts it, have to do with "Costco . . . and Medina's

right to exclusive distribution in Puerto Rico."            Medina also

argues that the course of dealing between the parties establishes

Medina's status as the exclusive distributor of Hormel's retail

refrigerated products in Puerto Rico, and, as such, Hormel's

refusal to sell new products to Medina was a detrimental act that

violated Law 75.

          In its cross-appeal, Hormel contends that the court's

imposition     of    liability   for   the    Costco   transactions   is

inconsistent with its ruling that Medina's exclusivity claim is

time-barred.    This is so, Hormel argues, because its sales of the

Supreme Party Platters to Costco -- which were conducted through

Costco Southeast in Atlanta -- is no different from its sales of

retail refrigerated products to stateside distributors, and hence

Medina's claim regarding the Costco sales is time-barred, much as

any exclusivity claim is time-barred.        Additionally, Hormel claims

that the district court committed a reversible error in declining




                                 - 32 -
to address Hormel's counterclaim that Medina is not Hormel's

exclusive distributor.

            A district court's legal determinations are subject to

de novo review.        In re Pharm. Indust. Average Wholesale Price

Litig., 582 F.3d 156, 162-63 (1st Cir. 2009); United States v. 15

Bosworth St., 236 F.3d 50, 53 (1st Cir. 2001).                    The court's

findings of fact, by contrast, are reviewed for clear error,

Williams v. Poulos, 11 F.3d 271, 278 (1st Cir. 1993), meaning that

"we will give such findings effect unless, after carefully reading

the record and according due deference to the trial court's

superior    ability    to    judge   credibility,     we   form    'a   strong,

unyielding belief that a mistake has been made.'"                 Id. (quoting

Dedham Water Co. v. Cumberland Farms Dairy, Inc., 972 F.2d 453,

457 (1st Cir. 1992)).

            To frame our analysis of the parties' claims, we begin

with an overview of Law 75 as it applies to the case at hand.

A. Law 75

            Law   75   "governs      the   business   relationship      between

principals and the locally appointed distributors . . . [that]

market[] their products."         Irvine v. Murad Skin Research Labs.,

Inc., 194 F.3d 313, 317 (1st Cir. 1999).          The statute was enacted

to avoid "the inequity of arbitrary termination of distribution

relationships     once      the   designated    dealer     had    successfully

developed a local market for the principal's products and/or


                                     - 33 -
services."    Id.; see also Twin Cty. Grocers, Inc. v. Mendez & Co.,

81 F. Supp. 2d 276, 283 (D.P.R. 1999) (explaining that "[t]he

[Puerto Rico] legislature had observed that dealers in Puerto Rico

were particularly vulnerable to summary termination once they had

established a favorable market for a principal's product" (quoting

Draft-Line Corp. v. Hon Co., 781 F. Supp. 841, 844 (D.P.R. 1991))).

Hence, Law 75 prohibits principals from engaging in conduct that,

directly or indirectly, impairs -- or is "detrimental" to -- the

established relationship without just cause.       P.R. Laws Ann. tit.

10, § 278a;9 Irvine, 194 F.3d at 318 (explaining the scope of

§ 278a).      By way of illustration, Law 75 enumerates certain

detrimental acts that give rise to a rebuttable presumption of an

impairment. See P.R. Laws Ann. tit. 10, § 278a-1. Those instances

include,     among   others,   when   a    principal   "establishes   a

distribution relationship with one or more additional dealers for

the area of Puerto Rico . . . in conflict with the contract existing

between the parties."     Id. § 278a-1(b)(2).



     9   Section 278a provides:
             Notwithstanding the existence in a dealer's
             contract of a clause reserving to the parties
             the unilateral right to terminate the existing
             relationship, no principal or grantor may
             directly or indirectly perform any act
             detrimental to the established relationship or
             refuse to renew said contract on its normal
             expiration, except for just cause.
     P.R. Laws Ann. tit. 10, § 278a.


                                  - 34 -
           The    protection     afforded        distributors        under    Law   75,

however, is "circumscribed by those rights acquired under the

agreement regulating their business relationship."                      Irvine, 194

F.3d at 318; see also Nike Int'l, Ltd. v. Athletic Sales, Inc.,

689 F. Supp. 1235, 1238 (D.P.R. 1988) (noting that Law 75 should

not be interpreted to create a "safe-haven for dealers to avoid

the   express    terms   of   the   contracts          to   which    they    willingly

subscribed").     Thus, "whether or not an impairment has taken place

will depend upon the specific terms of the distribution contract."

Irvine, 194 F.3d at 318; see also Vulcan Tools of P.R. v. Makita

USA, Inc., 23 F.3d 564, 569 (1st Cir. 1994) ("The question whether

there has been a 'detriment' to the existing relationship between

supplier and dealer is just another way of asking whether the terms

of the contract existing between the parties have been impaired.").

That is to say, while "non-exclusive distributors are entitled to

protection under Law 75," the statute does not "operate to convert

non-exclusive distribution contracts into exclusive distribution

contracts."       Borschow     Hosp.    &    Med.      Supplies,     Inc.    v.   Cesar

Castillo, Inc., 96 F.3d 10, 14 (1st Cir. 1996) (quoting Vulcan

Tools, 23 F.3d at 569).

           The dependency of Law 75's protection on the terms of

the   contract    applies     equally       to   the    scope   of    any    protected

exclusivity.     Law 75 "imposes no prohibition upon the principal of

selling or establishing parallel distributorship agreements if he


                                       - 35 -
reserved the right to do so."           Gussco, 666 F. Supp. at 331.        Hence,

where the contract does not prohibit a principal from setting up

a   parallel     distribution      in      Puerto   Rico     through    stateside

distributors, "[t]he clear burden imposed [on the principal] is to

deal in good faith with his contracting party and not to impair

the established relationship, whatever the relationship is."                     Id.

Where,   by    contrast,    the    terms    of   the   agreement    provide      for

exclusivity under which "a supplier agrees to sell its products

for resale to a single distributor in a given region," the supplier

-- upon being informed of "the interference of a third party in

[the      distributor's]             contractually-acquired             exclusive

market" -- has an obligation "to take an affirmative step" toward

ensuring that such interference stops.              Id. at 332, 333; see also

Irvine, 194 F.3d at 318 (noting that, where it is undisputed that

the distributor had "the exclusive distribution rights of [the

principal's] products in Puerto Rico," the principal -- once

informed of "market interference by third parties" -- has "the

obligation      to   take   prompt      positive    action     to   curtail       the

practice").

              All claims arising under Law 75 must be brought within

three years of the distributor's being put on notice of "the

definitive     termination    of     the    dealer's   contract,       or   of    the

performing of the detrimental acts, as the case may be."                         P.R.




                                     - 36 -
Laws. Ann. tit. 10, § 278d; see Basic Controlex Corp. v. Klockner

Moeller Corp., 202 F.3d 450, 452-53 (1st Cir. 2000).

B.   Exclusivity

           The precise terms of their distribution agreement are at

the heart of the dispute between Medina and Hormel.           In addressing

that question, we note that there is an Alice-in-Wonderland quality

to this case.        That is, Medina faults the district court for

construing its exclusive distribution claim as one of airtight

exclusivity, even though it allegedly never argued for airtight

exclusivity.    Yet, Medina did exactly that in its pleadings and

throughout     the   district    court     proceedings.       Hormel    also

mischaracterizes      Medina's   position    and   the    district   court's

decision, arguing, for instance, that Medina's exclusivity claim

extends to food service products, when it clearly does not (and

never did). Similarly, Hormel claims that the district court ruled

that "Medina is not Hormel's exclusive distributor (albeit on

grounds that its claims were time-barred)," even though the court

plainly declined to address the merits of Medina's exclusivity

claim.

           Therefore, to make sense of the confusion, we must review

the concept of "airtight exclusivity."         The term was used by both

parties and the district court to denote a type of exclusive

distribution arrangement that precludes the principal from selling

its products to stateside distributors who in turn would resell


                                  - 37 -
those   products     in   the   Puerto       Rico    market,    thereby    creating

competition for customers in Puerto Rico.                Indeed, understanding

Medina to be arguing for such exclusivity, Hormel countered in its

answer and counterclaim that it has "always asserted its right to

sell to customers outside of Puerto Rico without requiring that

such customers refrain from reselling in Puerto Rico."                    Answer and

Countercl., Docket No. 4, at 4, ¶ 11.               Medina, while not using the

term "airtight exclusivity," referred to the same concept in

describing its exclusivity claim.             It alleged, for instance, that

Hormel "has the obligation to inform . . . its customers located

outside of Puerto Rico that it has an exclusive distribution

agreement     with   [Medina],"      and      that    they     must   cease     their

"tort[i]ous     interference"        with     Medina's       exclusivity      rights.

Answer to Countercl., Docket No. 10, at 2-3, ¶¶ 5-6.                   Medina also

added   in    its    answer     to     the    counterclaims        that    Hormel's

"insist[ence] that it can sell to customer[s] outside Puerto Rico

even if they resell all or a portion of its purchases in Puerto

Rico" "violat[ed] . . . the exclusive distribution agreement," and

that such "parallel lines of distribution into Puerto Rico" are

prohibited by Law 75.       Id. at 4, 8 ¶¶ 11, 13.

             Medina continued to argue for airtight exclusivity at

the summary judgment stage and in the proceedings thereafter.

Arguing that there is no genuine issue of material fact as to

Hormel's     violation     of    the     alleged       exclusive      distribution


                                       - 38 -
agreement, Medina claimed in its summary judgment motion that it

"put Hormel on notice of the interference of third parties in

[Medina's] exclusive territory, the Puerto Rico retail market, and

Hormel did not take measures to protect [Medina's] exclusivity."

Medina's Summ. J. Mot., Docket No. 34, at ¶ 4.            Medina also added

that, "[o]nce informed of the interference, Hormel failed to comply

with its legal duty to inform such third parties of the exclusive

distributorship relationship it has with [Medina] and did not take

measures so that those third parties would not interfere with the

Puerto Rico retail market."          Id. at ¶ 5.        In isolation, it is

ambiguous whether the interference by "third parties" cited by

Medina in these motions referred to stateside distributors.               Yet

Medina must mean stateside distributors in light of the course of

dealing between the parties and the facts before us.

             To be sure, the district court, following its summary

judgment     order,    misinterpreted        Medina's   exclusivity     claim,

suggesting    that    it   could   somehow    be   separated   from   airtight

exclusivity.    Even then, however, Medina persisted in arguing for

airtight exclusivity, even while disavowing that terminology.10             At




     10We acknowledge that Medina's arguments regarding the scope
of its exclusivity became more ambiguous following the court's
order for clarification, leading the district court to observe in
its final order that "Medina never proffers a definition of what
its exclusive distribution contract entails, and simply claims it
is Hormel's exclusive distributor." Op. and Order on Bench Trial,
Docket No. 170, at 37 n.36. As we conclude infra, however, the


                                    - 39 -
trial,   for   instance,   Medina    argued   for   the   first   time   that

"Medina[,] in its amended complaint and pretrial[,] has never

advanced the position that Hormel cannot sell its refrigerated

products and fresh pork to its stateside clients even if they sell

them in Puerto Rico."       Trial Tr., Docket No. 148, at 9.             Yet,

Medina's attorney articulated the company's allegedly narrower

exclusivity claim -- that it is the exclusive distributor of Hormel

retail refrigerated products based in Puerto Rico -- as follows:

                It is Medina's contention, consistent
           with [Gussco,] that once Medina informs Hormel
           of the interference of a third party with its
           acquired exclusivity, Hormel has to take an
           affirmative step toward acting in accord with
           its contractual obligation.

                 . . . .

                Medina's position is further validated by
           the First Circuit case of [Irvine], [which]
           says -- and I quote -- "Once put on notice
           that its products are reaching an area of
           limited distribution rights, a principal has
           the obligation to take prompt positive action
           to curtail the practice."

Id. at 8-9.

           Nowhere in these statements or others made during the

trial did Medina argue, explicitly and specifically, that Hormel's

"obligation to take prompt positive action to curtail the practice"

applies only to Puerto Rico-based distributors or Costco, and not



context and the substance of Medina's exclusivity argument at trial
suggest that it was still arguing for airtight exclusivity.


                                    - 40 -
to stateside distributors.             Indeed, it is more plausible to

construe such a claim, articulated in similar language to that

used throughout the litigation to present the exclusivity claim,

as an invocation of airtight exclusivity.11

             Moreover, the two cases on which Medina principally

relied during the trial -- and the statements quoted from them --

concerned    airtight    exclusivity.        In   Gussco,      General   Office

Products    Co.     ("General"),   a    Puerto    Rico-based    company,   had

negotiated     an    exclusive     distribution     contract     with    Gussco

Manufacturing, Inc. ("Gussco") to be the "exclusive agent and

distributor in Puerto Rico" for Gussco's office supplies products.


     11See Medina's Answer to Countercl., Docket No. 10, at 2, ¶ 5
("[I]t is alleged that Hormel, as principal in an exclusive
distribution contract with [Medina], has the obligation to protect
the exclusivity granted to [Medina], and therefore, Hormel has the
obligation to inform . . . its customers located outside of Puerto
Rico that it has an exclusive distribution agreement with [Medina]
to have effect in the Commonwealth of Puerto Rico."); id. at 3,
¶ 6 ("It is affirmatively alleged that [Medina], as exclusive
distributor of the Hormel refrigerated products for the retail
market in the Commonwealth of Puerto Rico[,] has the obligation
and right to protect said exclusive distribution agreement against
the tort[i]ous interference by third parties and in the exercise
of said right has advised the third parties of the existence of
the exclusive distribution contract and has requested they cease
and desist from interfering with the exclusive distribution
contract."); Medina's Summ. J. Mot., Docket No. 34, at ¶ 4
("[Medina] put Hormel on notice of the interference of third
parties in [Medina's] exclusive territory, the Puerto Rico retail
market, and Hormel did not take measures to protect [Medina's]
exclusivity."); id. at ¶ 5 ("Once informed of the interference,
Hormel failed to comply with its legal duty to inform such third
parties of the exclusive distributorship relationship it has with
[Medina] and did not take measures so that those third parties
would not interfere with the Puerto Rico retail market.").


                                    - 41 -
666 F. Supp. at 329.        Pursuant to the exclusivity contract, Gussco

wrote to its distributors and retailers that General was "sole

distributor for the complete line of Gussco products in Puerto

Rico."      Id.   Years later, however, a third party, A.M. Capen's &

Sons ("Capen's"), a New Jersey-based corporation, began selling

Gussco products -- which it purchased from Gussco itself -- in

Puerto Rico.        Id.     General brought a lawsuit against Gussco,

asserting that Gussco violated the exclusive distribution contract

and   Law    75   by    refusing     to   "stop   selling      to   Capen's"    or,

alternatively, to "not honor orders [from Capen's] destined for

the Puerto Rico market."           Id. at 330.       In holding Gussco liable,

the   district     court     noted   that,   while     "[Law    75]   imposes    no

prohibition upon the principal of selling or establishing parallel

distributorship agreements if he reserved the right to do so," id.

at 331, it was the "clear intention" of the parties that the

exclusivity cover the entire Puerto Rico distribution, and not be

limited in a way that Gussco would simply be prohibited from

"contact[ing]      or     establish[ing]     other    distributors     in   Puerto

Rico," id. at 332 (emphasis added).            Hence, the court found that,

"once General informed Gussco of the interference of a third party

in its contractually-acquired exclusive market," Gussco had an

obligation to "take an affirmative step toward acting in accord

with its contractual obligations" -- by, for example, "making

Capen's aware of its market interference and . . . taking measures


                                      - 42 -
so that Capen's would not interfere with the Puerto Rico market."

Id. at 333.

              Similarly, in Irvine, it was undisputed that IRG, a

Puerto   Rico-based        distributor,    had   an    exclusive    distribution

contract     with   Murad,    a   stateside      manufacturer      of   skin     care

products, under which Murad agreed "not [to] sell Murad branded

products in Puerto Rico thr[ough] any organization other than IRG."

194 F.3d at 316, 318 n.4.         Hence, when Murad's products were made

available in Puerto Rico through a New York-based cable television

station that broadcast an infomercial on Murad's products in Puerto

Rico, IRG and Ileana Irvine, the founder of the company, brought

a lawsuit against Murad.           Id. at 316.        In affirming a judgment

against Murad, we first noted the undisputed fact that IRG "had

the exclusive distribution rights of Murad products in Puerto

Rico."      Id. at 318.       We then reiterated the Gussco principle,

stating, "once put on notice that its products are reaching an

area   of    limited   distribution       rights[,]     a   principal      has   the

obligation to take prompt positive action to curtail the practice."

Id.

              Given the context of these cases, Medina's reliance on

Gussco      and   Irvine    for   the    proposition    that    Hormel     has     an

affirmative duty to stop third parties from interfering with

Medina's     exclusivity      supports     the   understanding      that    Medina




                                        - 43 -
maintained its airtight exclusivity claim at trial.12           Hence, we

find no error in the district court's treatment of Medina's

exclusivity claim in the pleadings, as well as throughout the

district court proceedings, as one of airtight exclusivity.            We

recognize that the court's change in view -- after having insisted

since     the   summary   judgment    order   that   Medina's   exclusive

distribution claim could stand separate from airtight exclusivity

-- is somewhat surprising.           A court's failure to explain its

understanding of a party's claim in full, however, is not, by




     12 Medina claims that "[n]o cases under Law 75 contemplate
airtight distribution," characterizing Irvine and, by extension,
Gussco, as involving instances where the principal sold directly
to the competing Puerto Rico-based wholesaler or retailer. The
facts, however, clearly belie this argument. In Gussco, Gussco
sold its products to Capen's, a New Jersey-based distributor, who
then sold those products in Puerto Rico. 666 F. Supp. at 329.
Likewise, despite the language in Irvine that loosely describes
the sales of Murad's products in Puerto Rico as "direct sales,"
194 F.3d at 318, the products in question were in fact made
available in Puerto Rico through an infomercial broadcast by a New
York-based cable television station, id. at 316. Indeed, these
sales cannot be described as "direct" in the way that Medina wants
to characterize them because, if they were direct, the question of
whether Murad was put on notice of such sales -- which received
considerable attention in the court's analysis -- would not have
been an issue. See id. at 318-19. Finally, we note that Medina's
characterization of the two cases on appeal is contrary to how it
presented the two cases at trial, where Medina argued that a
question the court must answer is "what, if anything, should Hormel
do once it is advised by Medina that someone, an ex parte in
Miami . . . is buying from Hormel in the states and shipping to
Puerto Rico, and that's the Ileana Irvine case and the Gussco
case." Trial Tr., Docket No. 148, at 12 (emphasis added).


                                 - 44 -
itself, an error.13         The underlying analytical judgment here is

fundamentally sound.

           Nor   do    we    find      error    in    the    court's   statute    of

limitations analysis.            Despite Medina's express and continuing

concerns early on about competition from stateside distributors,

it was clear from the beginning of their distribution arrangement

that Hormel would sell retail refrigerated products to mainland

distributors that resold those products in Puerto Rico.                      Indeed,

Pepin's   complaints    in       the   early    years   regarding      the   alleged

differential pricing that Hormel gave to mainland distributors

confirm this pattern of conduct by Hormel.                  See, e.g., J.A. at 82

(Medina   complaining       in    January      1990   that    Pueblo   had    ceased

purchasing Hormel refrigerated products because it was buying them

at a lower price from Malone & Hyde, a Florida-based distributor).

While we recognize that there is certain language in the parties'



     13 The court did indicate, however, that it had earlier
believed that "Hormel's letters, and the fact that the claims as
to mainland distributors reselling in Puerto Rico were time barred,
could not insulate Hormel from further violations if the Court
found that exclusivity had been granted to Medina." Op. and Order
on Bench Trial, Dkt. No. 170, at 32 n.32. However, after examining
our decision in Basic, the court determined that, contrary to its
earlier thinking, the statute of limitations barred any claim of
airtight exclusivity.      Id. at 34-35.      We agree with this
understanding of the effect of the statute of limitations. See
Basic, 202 F.3d at 452-54. Indeed, the bar must operate in this
way because any claim that Medina could bring alleging Hormel's
later violation of airtight exclusivity would rest on the same
argument found to be time-barred -- i.e., that the parties'
distribution agreement granted airtight exclusivity.


                                       - 45 -
communications suggesting that Hormel viewed Medina as the "sole"

distributor of retail refrigerated products in Puerto Rico, such

language appears to have been referring to Medina being the sole

distributor based in Puerto Rico.                See, e.g., id. at 110 (Ray

stating in a September 2004 letter that Medina "is the sole

distributor      in      Puerto     Rico   authorized    to     service   [retail

refrigerated products]").            That is to say, even if Medina is the

exclusive distributor on the island of Puerto Rico, Medina would

not prevail here because its exclusivity claim, as we have already

determined, is one of airtight exclusivity.14

            At     the    latest,    moreover,    Hormel's    responses    flatly

denying airtight exclusivity in 2005 and 2006 should have put

Medina on notice.           In August 2005, Pepin wrote to Fielding to

request that Hormel "compel [mainland distributors] to cease and

desist from interfering with [Medina's] distribution of Hormel

products in Puerto Rico by not selling [Hormel's] products in

Puerto    Rico."         Fielding    wrote,   however,   that    Hormel   "cannot

interfere with the legitimate purchase of [its] products in the

United States," even if they are re-sold in Puerto Rico.                  The same

is true of the parties' exchange in January 2006 when Medina wrote

to complain about Pueblo, a Puerto Rico-based retailer, buying


     14 For the same reasons, we do not address here Medina's
argument that "sole" is synonymous with "exclusive," and hence it
is the exclusive distributor of Hormel retail refrigerated
products based in Puerto Rico.


                                       - 46 -
certain       Hormel   retail   refrigerated       products       from    Topco,     a

stateside distributor.           In a letter addressed to Ray, Pepin

expressed frustration at Hormel's "disregard [for] [the parties']

distribution contract" and demanded that Hormel "do everything

[it] must do to protect [the] exclusive distribution contract."

Ray replied, "Contrary to the assertions in your letter, we do not

have    any    written   contract       with    [Medina],   or     any    exclusive

distribution agreement."         Given this record, we find that Medina's

exclusivity claim accrued at least by January 2006, more than three

years prior to the filing of this lawsuit on February 3, 2009.

              Medina's      attempts     to    persuade     us    otherwise        are

unavailing.        First,    given     our    earlier   holding    that    Medina's

exclusivity claim is one of airtight exclusivity, we can easily

dispose of Medina's argument that the district court erred in

relying on Ray's 2006 letter as a trigger for the three-year

statute of limitations because Ray clarified in a deposition that

he was referring to stateside distributors in his denial of

exclusivity.15


       15
       In a similar vein, Medina also disputes whether Ray's and
Fielding's letters could constitute "detrimental" acts that
trigger the statute of limitations under Basic, 202 F.3d at 452-
53. Indeed, Medina argues that this case is different from Basic
because in Basic it was uncontested that the parties had an
exclusive distribution agreement, and the letter that triggered
the statute of limitations explicitly stated an intent by the
principal to appoint additional distributors, contrary to the
existing contract. Id. at 451-52. Here, by contrast, the parties
had no written contract, thus requiring the court to rely on a


                                       - 47 -
           In addition, to the extent that Medina's exclusivity

claim on appeal is any narrower than its exclusivity claim argued

below (and thus is not inclusive of airtight exclusivity), see

Medina's Reply Br. at 2, 4; Hormel's Reply Br. at 4 (noting that

Medina's reply brief "now construes Medina's claims of exclusivity

as limited to only barring direct sales by Hormel to wholesalers

or retailers within Puerto Rico"), we deem such an argument to be

waived.   See Teamsters, Chauffeurs, Warehousemen & Helpers Union,

Local No. 59 v. Superline Transp. Co., 953 F.2d 17, 21 (1st Cir.

1992) ("If any principle is settled in this circuit, it is that,

absent the most extraordinary circumstances, legal theories not

raised squarely in the lower court cannot be broached for the first

time on appeal."); United States v. Zannino, 895 F.2d 1, 17 (1st

Cir.   1990)   ("[I]ssues   adverted   to   in   a   perfunctory   manner,



course of dealing to discern the terms of the agreement, and there
are communications between the parties that allegedly suggest that
Medina is the exclusive distributor of Hormel retail refrigerated
products in Puerto Rico.     These differences, however, are not
legally significant. We held in Basic that the distributor "had
notice of its claim as soon as [the principal] announced its plan
to use other distributors." Id. at 453. The subsequent events -
- for instance, whether the principal followed through on its
intent expressed in the letter -- were not relevant. Id. at 452.
Hence, relying on this interpretation of Basic, we recently held
in a case involving exclusivity under Law 75 that a letter that
"put[s] [the allegedly exclusive distributor] on notice that [the
principal] did not view their relationship as exclusive"
constitutes a detrimental act that triggers the three-year time
bar.   Trafon Group, Inc. v. Butterball, LLC, 820 F.3d 490, 494
(1st Cir. 2016) (emphasis added).     The same is true here with
Fielding's and Ray's letters.


                                - 48 -
unaccompanied    by   some   effort    at    developed   argumentation,   are

deemed waived.").

             Accordingly,     we      affirm     the     district      court's

determination that Medina's exclusivity claim in its entirety is

time-barred.     Additionally, in light of this holding, we -- like

the district court -- find that Hormel's counterclaim for a

declaration that Medina is not its exclusive distributor is moot.

C.     Hormel's Sales of the Supreme Party Platters to Costco

             Despite its time-bar ruling, the district court found

that Hormel violated Law 75 by selling the Supreme Party Platters

to Costco while bypassing Medina.            Hormel argues on appeal that

this     determination   presumes     the   existence    of   an   exclusivity

agreement and is, therefore, inconsistent with the court's finding

that Medina's exclusivity claim is time-barred.16

             We agree.   In its amended complaint, Medina argued that

"Hormel, in direct and clear violation of the exclusive retail

distribution relationship between [Medina] and Hormel, and in

further violation of Law 75, developed for [Costco] a Hormel Party

Platter, which is being sold directly by Hormel to [Costco],

bypassing therefore [Medina] as its exclusive retail distributor


        16
        Hormel also attacks Medina's Costco claim because it is
based on an unwritten contract. It is black letter law, however,
that Law 75 does not require an agreement to be in writing for its
terms to have legal effect. See R.W. Int'l Corp. v. Welch Food,
Inc., 13 F.3d 478, 483 (1st Cir. 1994); Madelux Int'l, Inc. v.
Barama Co., 364 F. Supp. 2d 68, 74-75 (D.P.R. 2005).


                                    - 49 -
in the Commonwealth of Puerto Rico."           Am. Compl., Docket No. 3, at

¶ 10.    Consistently, Count I of the amended complaint describes

the allegedly exclusive distribution agreement as the basis for

Medina's damages claim for Hormel's Costco transactions.                 See id.

at ¶¶ 22-24 (Medina arguing that Hormel's Costco sales violated

Law 75 in the same count (Count I) that seeks a declaration that

Medina is the exclusive distributor of Hormel's products -- with

the Costco sales giving rise to damages, and Medina's claim of

exclusivity providing the basis for a declaration).                That is to

say,    the    agreement    to    which   Hormel's    Costco      sales     were

"detrimental," P.R. Laws Ann. tit. 10, § 278a, according to Medina,

was    the    agreement   that   Medina   claimed    was    one   of   airtight

exclusivity, see supra Section III.B.

              Medina's     subsequent     arguments        corroborate      this

understanding.      Following the district court's summary judgment

order, the parties filed a joint stipulation for dismissal, in

which they asked the court to enter a final judgment in favor of

Hormel on Count I of the amended complaint in light of the court's

rejection      of   airtight     exclusivity    as   time-barred.          Joint

Stipulation for Dismissal, Docket No. 79, at 1-2.             Indeed, Medina,

as well as Hormel, understood the court's rejection of airtight

exclusivity to have disposed of both the Costco claim and the claim

of exclusivity in Count I, stating that the only remaining issues

concerned Hormel's refusal to sell new products and Hormel's


                                    - 50 -
counterclaim    that   Medina   engaged    in    tortious   interference   by

threatening stateside distributors.        Id.    Additionally, even after

the court noted in its Order for Clarification that it had not

ruled on either the exclusivity or Costco claim in its summary

judgment order, and Medina changed its position to argue that Count

I should proceed to trial, Medina continued to characterize its

Costco claim as premised on the allegedly exclusive distribution

agreement.     See Mot. in Compliance with Order for Clarification,

Docket No. 93, at 2 (arguing that "genuine issues of material fact

exist pursuant to the Order for Clarification . . . []that is,

whether or not Medina was Hormel's exclusive distributor and

whether or not Hormel's direct sales to Costco violated the

distribution agreement[]"); see also Trial Tr., Docket No. 148, at

4 (Medina's counsel noting that the issues for trial are "whether

or not Medina was Hormel's exclusive distributor" and "whether or

not Hormel's direct sales to Costco violated the distribution

agreement").

             Because, as Medina argued, its damages claim regarding

Hormel's Costco sales is inextricably tied to Medina's claim of

exclusivity, we find that its Costco claim also is time-barred.17


     17 Given our reading of Medina's arguments in the district
court, we do not address whether imposing liability for Hormel's
Costco transactions would have extraterritoriality implications,
as Hormel argues on appeal. Suffice it to say, however, that there
would be no extraterritoriality concern insofar as the basis for
liability is the principal's violation of obligations it willingly


                                  - 51 -
The district court's imposition of liability for Hormel's Costco

transactions is, therefore, reversed.

D.   New Retail Refrigerated Products

           Medina argues that Hormel is obligated to sell new retail

refrigerated   products   to   Medina    pursuant   to   the   allegedly

exclusive distribution agreement.       To the extent that this claim

is contingent upon such exclusivity, the claim is time-barred.




undertook. See Gussco, 666 F. Supp. at 330-31 (noting that "Law
75 has been attacked several times as unconstitutional" based on
exclusivity, but has "survived as constitutional" because the
statute simply protects the parties' agreement and "does not impose
exclusivity of distribution upon manufacturers or suppliers").
     Moreover, we recognize that the district court appeared to
have in mind a theory of liability that did not depend on
exclusivity, i.e., that liability could be imposed under Law 75
regardless of exclusivity because Medina had "built up" the market
for Hormel's party platters in Costco's Puerto Rico stores. Op.
and Order on Bench Trial, Docket No. 170, at 40 (quoting Medina &
Medina v. Country Pride Foods, 825 F.2d 1, 2-3 (1st Cir. 1987)).
We express no view on that theory. See Caribe Indus. Sys., Inc.
v. Nat'l Starch & Chem. Co., 212 F.3d 26, 28-29, 31 (1st Cir. 2000)
(declining to address a district court's reasoning that "no cause
of action lies under Law 75 where a principal sells directly to a
customer of a non-exclusive dealer"). In addition, we acknowledge
that there could be a distinction between Hormel's Costco sales
and its sales to stateside distributors who resell into the Puerto
Rico market. That would be so if Costco Southeast, which Hormel
analogizes to a stateside distributor, was instead -- as Medina
now contends -- the customer for the party platters distributed in
Puerto Rico. Indeed, if Costco Southeast was Medina's customer,
and Medina had proved it was Hormel's exclusive distributor in
Puerto Rico, the district court's reasoning -- that Hormel left
Medina "stranded" by selling directly to Costco Southeast -- may
have had merit. Op. and Order, at 42. But, as explained above,
the only Costco-related claim that Medina asserted in the district
court was premised on the asserted agreement of airtight
exclusivity.


                                - 52 -
See, e.g., Medina's Am. Compl., Docket No. 3, at ¶ 26 ("Hormel's

illegal conduct by refusing to sell [Medina] the new refrigerated

retail products, as it historically did in accordance with the

exclusive distribution agreement, . . . is an illegal action,

contrary     to   Law     75,   and   the    existing   exclusive    distribution

agreement.").       We agree with the district court, moreover, that

Medina has "proffered no evidence proving that Hormel obligated

itself to sell to Medina every new retail refrigerated product[]

developed," Op. and Order on Bench Trial, Docket No. 170, at 44,

or that Hormel used another Puerto Rico-based distributor to sell

such new products, see, e.g., P.R. Laws. Ann. tit. 10, § 278a-

1(b)(2) (providing that a rebuttable presumption of an impairment

occurs when a principal "establishes a distribution relationship

with   one   or    more    additional       dealers   for   the   area   of   Puerto

Rico . . . in conflict with the contract existing between the

parties").        We thus find that Medina is not entitled to compel

Hormel to sell new retail refrigerated products and that Hormel

cannot be held liable for refusing to do so.

                                            IV.

             For the foregoing reasons, we conclude that the three-

year statute of limitations bars Medina's exclusivity-based claims

and, contrary to the district court's determination, we hold that

the time bar extends to the sale of Costco party platters.                    In all




                                       - 53 -
other respects, the district court properly resolved the parties'

claims.

          Hence, as to the issues raised in Medina's appeal (No.

14-2055), we affirm the judgment of the district court.   As to the

issues raised in Hormel's cross-appeal (No. 14-2066), we reverse

that portion of the district court's decision finding Hormel liable

for the Costco sales and otherwise affirm the court's judgment.

          So ordered.   Costs to Hormel.




                              - 54 -
