United States Court of Appeals 

For the First Circuit 

No. 16-2456 

LUIS ADRIÁN CORTÉS-RAMOS, 

Plaintiff, Appellant, 

v. 

ENRIQUE MARTIN-MORALES, a/k/a Ricky Martin, 

JOHN DOE, RICHARD DOE, 

Defendants, Appellees. 

APPEAL FROM THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

[Hon. Daniel R. Domínguez, U.S. District Judge] 

Before 

Torruella, Lipez, and Barron, 

Circuit Judges. 

 Juan R. Rodríguez, with whom Rodríguez Lopez Law Offices, 

P.S.C. was on brief, for appellant. 

David C. Rose, with whom Pryor Cashman LLP, Jorge I. Peirats, 

and Pietrantoni Méndez & Alvarez LLC, were on brief, for appellees. 

June 27, 2018 
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BARRON, Circuit Judge. This case concerns Luis Adrián 

Cortés-Ramos' appeal from a District Court order that dismissed 

his claims that the singer Enrique Martin-Morales violated various 

articles of the Puerto Rico Civil Code and federal copyright and 

trademark laws. The suit arises in connection with a songwriting 

contest held in Puerto Rico in 2014. 

For purposes of this appeal, Cortés-Ramos does not 

dispute that, as a contestant, he agreed to the terms of the 

contest's rules and that they included an arbitration provision 

that compelled the submission to arbitration of those of his claims 

that "aris[e] in connection with, touch[e] upon or relat[e] to" 

those rules. He contends, though, that the District Court erred 

in granting Martin's motion to dismiss his claims based on that 

arbitration provision.

We agree with Cortés-Ramos. We therefore reverse the 

order dismissing his claims pursuant to Federal Rule of Civil 

Procedure 12(b)(6).1 

I. 

In 2013, Sony Music Entertainment, Sony Music Brasil, 

Sony Pictures Television, Inc., and Sony Electronics, Inc. 

(collectively "Sony") co-sponsored the "SuperSong" contest. The 

 1 Martin contended below that he does not have the necessary 

"minimum contacts" with Puerto Rico to subject him to personal 

jurisdiction in that District. We need not resolve that issue. 
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contest invited entrants to compose, record, and submit an original 

musical composition and accompanying music video. According to 

the contest's rules, the winning composition would potentially be 

included on the 2014 Fédération Internationale de Football 

Association ("FIFA") World Cup Official Album. 

On January 2nd, 2014, Cortés-Ramos entered the contest 

by uploading a song and accompanying music video to the contest's 

website prior to the submission deadline of January 6, 2014. On 

January 8, 2014, Cortés-Ramos was notified by email that he was 

selected as one of twenty finalists, and, on January 15, 2014, 

Cortés-Ramos received an email from a representative of one of the 

contest co-sponsors that requested that, in connection with his 

entry in the contest, he sign several documents and return the 

documents to Sony. Cortés-Ramos signed the documents before a 

notary public and returned them. 

On February 10, 2014, a different entrant was announced 

as the winner of the contest. On or about April 22, Martin released 

a song and music video entitled "Vida." 

Cortés-Ramos alleges in his suit, which he filed on 

February 8, 2016 in the United States District Court for the 

District of Puerto Rico, that Martin's "Vida" music video is 

similar to the music video that he had submitted as an entrant in 

the contest. On the basis of that allegation, he claimed that he 

was entitled to damages pursuant to federal and Puerto Rico law.
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The District Court dismissed all of Cortés-Ramos' 

claims, however, based on a provision of the contest's rules. 

Those rules state that "[b]y entering this Contest, 

entrant . . . expressly agrees to all terms and conditions set 

forth in these Official Rules." The rules then describe, among 

other things, requirements for eligibility, winner selection, a 

description of the prize, and a list of contest "Co-Sponsors." 

And, most relevant to this appeal, the rules include an arbitration 

provision, which states: 

These Official Rules shall be governed by and 

construed in accordance with the laws of the 

State of New York, United States of America, 

without regard to choice of law principles. 

All actions or proceedings arising in 

connection with, touching upon or relating to 

these Official Rules, the breach thereof 

and/or the scope of the provisions of this 

Section 6 shall be submitted to [the 

arbitration provider]. 

(Emphasis added). 

That provision goes on to describe the arbitration 

process in some detail, and, in particular, it makes clear that 

for disputes otherwise within the provision's scope, a cause of 

action may only be brought in specified circumstances.2

 2 That exception to the requirement to arbitrate provides: 

Neither party shall be entitled or permitted 

to commence or maintain any action in a court 

of law with respect to any matter in dispute 

until such matter shall have been submitted to 

arbitration as herein provided and then only 
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The District Court ruled that Cortés-Ramos' claims must 

be dismissed pursuant to the arbitration provision, as that 

provision encompasses "[a]ll actions or proceedings arising in 

connection with, touching upon or relating to these Official Rules, 

the breach thereof and/or the scope of the provisions of this 

Section 6 shall be submitted to [the arbitration provider.]" The 

District Court explained that "a non-signatory may . . . acquire 

rights under an arbitration agreement under ordinary state-law 

principles of . . . contract[,]" Restoration Pres. Masonry Inc. v. 

Grove Eur. Ltd., 325 F.3d 54, 63 n.2 (1st Cir. 2003)[,]" and that 

Martin, who "was an active part of the SuperSong Contest," could 

do so "[e]ven if [Martin] was not a co-sponsor," because he 

was a third-party beneficiary and the face of 

the SuperSong Contest. See Motorsport Eng’G 

v. Maserati S.P.A., 316 F.3d 26, 29 (1st Cir. 

2002) ("A third-party beneficiary is one who 

is given rights under a contract to which that 

person is not a party."). Defendant was even 

included in many parts of said contract. See 

Docket No. 8, Exhibit B. ("I understand and 

agree that materials relating to the Contest, 

Television Special, FIFA World Cup and Ricky 

 

for the enforcement of the arbitrator's award; 

provided, however, that prior to the 

appointment of the arbitrator or for remedies 

beyond the jurisdiction of an arbitrator, at 

any time, either party may seek pendente lite 

relief in a court of competent jurisdiction in 

New York, New York or, if sought by CoSponsors, such other court that may have 

jurisdiction over the entrant, without thereby 

waiving its right to arbitration of the 

dispute or controversy under this Section. 

(Emphases added). 
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Martin, and/or portions thereof, including 

the SuperSong Materials, will be distributed 

to the public, in any medium.").

Cortés-Ramos now brings this appeal in which he 

challenges the District Court's ruling that the arbitration 

agreement requires the dismissal of his claims against Martin. 

Our review is de novo. See Ocasio-Hernández v. Fortuño-Burset, 

640 F.3d 1, 7 (1st Cir. 2011). 

II. 

We note at the outset that Martin argues that CortésRamos effectively conceded the premise on which his appeal rests 

in his complaint because it states that Martin was a "sponsor or 

co-sponsor of the . . . Contest" and there is no question that if 

Martin is a co-sponsor he may enforce the arbitration provision. 

But, the language in Cortés-Ramos' complaint that states that 

Martin and Sony "claimed that they were sponsors or co-sponsors" 

of the contest does not constitute a concession by Cortés-Ramos 

that Martin is a sponsor or co-sponsor of the contest. That 

statement merely describes an assertion that Martin and Sony made 

about Martin's status.3 

 3 Martin also claims that the argument that he cannot invoke 

the arbitration agreement was waived by Cortés-Ramos, as it was 

made for the first time in Cortés-Ramos' reply in opposition to 

Martin's motion to dismiss. We do not agree. Cortés-Ramos' suit 

in federal court itself impliedly asserts that there was no barrier 

to his decision to attempt to resolve this dispute in a court, and 

when Martin affirmatively invoked the arbitration agreement as a 
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Martin does not make any other argument that we may 

affirm the ruling below on the ground -- not reached by the 

District Court -- that he is a co-sponsor or sponsor of the contest 

and thus that he may enforce the agreement to arbitrate as a party 

to it. As a result, we now turn to the basis for Cortés-Ramos' 

challenge to the District Court's order of dismissal, which we 

find persuasive. 

Cortés-Ramos contends that the District Court erred in 

ruling that Martin, even if not a party to the agreement, could 

invoke its requirement that suits "arising from, touching on, or 

relating to" the contest's rules be submitted to arbitration. We 

have explained that the intent to provide a benefit to third 

parties in an arbitration agreement "constitutes an exception to 

the general rule that a contract does not grant enforceable rights 

to nonsignatories" and thus that "a person aspiring to such status 

must show with special clarity that the contracting parties 

intended to confer a benefit on him." McCarthy v. Azure, 22 F.3d 

351, 362 (1st Cir. 1994). 

In requiring a showing of "special clarity," McCarthy 

relied on Mowbray v. Moseley, Hallgarten, Estabrook & Weeden, Inc., 

795 F.2d 1111 (1st Cir. 1986). In Mowbray, we acknowledged that 

parties to an arbitration agreement may intend for a third party 

 

defense, Cortés-Ramos responded in his reply briefs, arguing that 

Martin could not enforce the agreement.
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to be a beneficiary of it and thus to be entitled to enforce it. 

Id. at 1117. We found, however, that the agreement at issue did 

not reveal that the parties to it intended for a third party to 

benefit from it with the requisite clarity, and we did so for 

reasons that also apply here. 

The arbitration provision at issue in Mowbray was 

contained in a customer agreement that had been signed by the 

plaintiffs, who were stock purchasers, and a clearing house broker. 

Id. at 1112. The defendants in the suit were an introducing 

stockbroker and his brokerage firm, and the defendants were not a 

party to the customer agreement. Id. Nevertheless, the defendants 

sought to invoke the arbitration provision in the customer 

agreement in order to dismiss the plaintiffs' claims. Id. 

In ruling that the defendants could not invoke the 

arbitration provision, we explained that it expressly referred 

only to both the plaintiffs -- through the words "the 

undersigned" -- and the non-party clearing house broker, and thus 

not to any of the defendants. Id. at 1117. Nevertheless, we noted 

that it was "undisputed" that the parties to the agreement signed 

it "in connection with the opening of plaintiffs' accounts with 

the defendants." Id. We also noted that the agreement 

"tangentially refers to defendants in their 'introducing firm' 

role." Id. at 1115. In the end, though, we held that it did not 

follow from these references to the defendants that the plaintiff 
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"intended that the introducing broker be able to invoke [the 

clearing house broker's] power to compel arbitration[.]" Id. 

Critical to our conclusion was "the language of the 

agreement itself." Id. We noted that the agreement: 

refers throughout to three parties: (1) "you," 

i.e., SSC, the clearing house broker; (2) "the 

undersigned," i.e., plaintiffs-appellants, 

the customers; and (3) "the introducing firm," 

i.e., defendants-appellees, the introducing 

brokers. The agreement goes on to selectively 

include, and exclude, the introducing firm 

from certain provisions. Specifically, the 

introducing broker is not included in the 

clause providing for compulsory arbitration: 

"Any controversy between you and the 

undersigned arising out of or relating to this 

contract, or the breach thereof, shall be 

settled by arbitration." 

Id. at 1117-18. We then explained that "because the drafters 

specifically included the introducing firm in certain provisions, 

and because the introducing firm was not included in the 

arbitration clause, we believe the reasonable inference to be that 

the parties did not intend defendants-appellees, the introducing 

firm, to be a beneficiary of the arbitration clause." Id. at 1118. 

Unlike in Mowbray, the language of the arbitration 

provision at issue in this case sets forth the requirement to 

arbitrate in general terms that are not clearly cabined to 

encompass only disputes between the parties to the agreement to 

arbitrate. See id. at 1117-18 (noting that clause providing for 

arbitration covered "[a]ny controversy between you and the 
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undersigned arising out of or relating to this contract, or the 

breach thereof, shall be settled by arbitration") (emphasis in 

original). But the arbitration provision that we consider here 

does contain an exception to the requirement to arbitrate that 

suggests that it simply does not apply to a dispute involving 

Martin because he is neither a contestant nor a co-sponsor. 

In describing the limited types of actions that may be 

brought in court notwithstanding the underlying dispute's 

connection to the contest rules, the exception refers to "either 

party" and to "neither party." See supra note 2. And, the context 

in which those references appears makes clear that the only 

"parties" contemplated are the co-sponsors of the contest and the 

contest entrants. Id. Thus, the natural reading of the provision 

as a whole is that the exception applies to only those "parties" 

whose disputes the arbitration provision covers, as it would be 

strained to conclude the drafters intended to specially carve out 

an exception for only those particular, expressly-listed parties 

from a general requirement to arbitrate that the drafters intended 

to apply to a broader class. 

That the arbitration provision appears, at least by 

implication, to exclude Martin from its reach is significant. One 

presumes that the drafters knew how to refer to Martin if they 

wished. After all, Martin is seemingly referenced in a different 

provision in the contest rules, where they refer to "a Sony Music 
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international recording artist ('Superstar')." And that 

reference, because it is not in the arbitration provision itself, 

suggests, per Mowbray, that Martin was not an intended third-party 

beneficiary of the parties' agreement to arbitrate. 

The same is also true of the references to Martin that 

appear in a release and affidavit of contest eligibility that were 

each executed by Cortés-Ramos before a notary and that CortésRamos returned to Sony after he was informed that he was a finalist 

in the contest. Even if the documents containing them were, as 

Martin contends, "expressly made a part of and/or supplemented the 

Contest Rules," those references would suggest that Martin may not 

invoke the arbitration provision precisely because there are many 

references to him outside of it. 

Mowbray did also consider the argument that the 

relationship between the plaintiffs and the defendants -- namely, 

that "the defendants below exercised supervisory powers [over the 

plaintiffs' accounts] and stood in a 'central position' between 

plaintiffs and the clearing house," -- was so tight that it would 

be reasonable to infer that the drafters intended for the 

arbitration provisions to benefit the defendants. Mowbray, 795 

F.2d at 1117. But, Mowbray concluded, based on the language of 

the agreement as a whole, that the close nature of the relationship 

of the defendants to the parties to that agreement did not 
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necessitate finding such an intent on the part of the plaintiffs 

and the clearing house. Id. 

For similar reasons, Martin's argument that he is 

entitled to invoke the arbitration provision in this case because 

he "was intrinsically linked to" the contest fails. A 

consideration of the agreement to arbitrate as a whole -- given 

the exception to the arbitration provision we have described and 

the references to Martin that appear outside that provision -- does 

not reveal the requisite intent by the parties to that agreement 

to so benefit him with the kind of "special clarity" that we 

require. McCarthy, 22 F.3d at 362. 

III. 

Accordingly, the order to dismiss Cortés-Ramos' claims 

is reversed.