Baldwin v. EMI Feist Catalog, Inc.
805 F.3d 18
2d Cir.2015Background
- J. Fred Coots (author) assigned renewal rights in various compositions including “Santa Claus Is Comin’ to Town” in a 1951 Agreement to Feist; Feist renewed the copyright, originally set to expire in 1990 and later extended by Congress.
- In 1981 Coots served a §304(c) termination notice and then signed a 1981 Agreement with Robbins (Feist’s successor) that recited the termination notice and conveyed “all rights and interests … under any and all renewals and extensions” plus reversionary/termination interests; parties believed the 1981 notice had been recorded but it was returned and never recorded.
- Congress’s 1976 Act created statutory termination rights (§304(c) for pre‑1978 grants) and §203 for grants executed on or after Jan 1, 1978; the 1998 Sonny Bono Act later extended renewal terms and added §304(d) termination window for the additional extension.
- Coots’s heirs served multiple termination notices: a 2004 §304(d) notice (effective Sept. 27, 2009), a 2007 §203 notice (effective Dec. 15, 2016), and a 2012 §203 notice (effective Dec. 15, 2021). EMI contested termination and the operative agreement.
- District court held EMI’s rights derived from the 1951 Agreement (a pre‑1978 grant) because the 1981 termination notice was never recorded, so §203 termination did not apply; the Second Circuit reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Source of EMI’s present copyright interest (1951 v. 1981 Agreement) | The 1981 Agreement superseded the 1951 Agreement and is the operative grant of EMI’s rights | The 1981 Agreement only conveyed the vested reversionary interest; the unrecorded 1981 notice left the 1951 Agreement operative | The 1981 Agreement replaced the 1951 Agreement as the source of EMI’s rights |
| Effect of unrecorded 1981 termination notice on which agreement governs | Recording failure is irrelevant because the parties replaced the 1951 Agreement by contract in 1981 | Failure to record meant the 1951 Agreement continued to govern, so §203 is inapplicable | Because the 1981 Agreement itself is the operative grant, non‑recordation of the 1981 notice does not make the 1951 Agreement the source of EMI’s present rights |
| Availability of §203 termination against the 1981 Agreement | §203 applies because the 1981 Agreement was executed after Jan 1, 1978 and by the author | The 1981 Agreement was not “executed by the author” (children signed) or is a pre‑1978 type grant | §203 applies: the 1981 Agreement was executed by Coots (the author), so termination under §203 is available |
| Proper calculation of §203 termination window (whether grant “covers the right of publication”) | The 1981 Agreement does not cover publication for §203 purposes; publication occurred in 1934 under the 1934 Agreement | The 1981 Agreement covers publication (EMI’s effective publishing rights began on 1990), so the later calculation delays termination until 2021 | Publication is a one‑time historical event (1934); §203’s alternative publication‑based calculation does not apply, so termination under §203 is effective Dec. 15, 2016 (per 2007 notice) |
Key Cases Cited
- Stewart v. Abend, 495 U.S. 207 (explains authorial renewal/termination policy)
- Fred Fisher Music Co. v. M. Witmark & Sons, 318 U.S. 643 (enforceability of advance renewal assignments under 1909 Act)
- Miller Music Corp. v. Charles N. Daniels, Inc., 362 U.S. 373 (renewal rights vest in statutory heirs if author dies before renewal)
- Mills Music, Inc. v. Snyder, 469 U.S. 153 (nature of reversion/termination interests)
- Penguin Grp. (USA) Inc. v. Steinbeck, 537 F.3d 193 (rescission/re‑grant scenario and effect on termination rights)
- Milne ex rel. Coyne v. Stephen Slesinger, Inc., 430 F.3d 1036 (existing‑grantee exception and post‑notice agreements)
- Marvel Characters, Inc. v. Simon, 310 F.3d 280 (context on publication date and term calculations)
- Classic Media, Inc. v. Mewborn, 532 F.3d 978 (distinguishable precedent that a later grant need not supersede an earlier identical grant)
- In re SRC Holding Corp., 545 F.3d 661 (permitting belt‑and‑suspenders drafting; contractual interpretation)