## Facts

- J. Fred Coots (with Haven Gillespie) wrote “Santa Claus Is Comin’ to Town” in the 1930s.
- In 1934, Coots and Gillespie transferred the song and the right to secure copyright to Leo Feist, Inc., which registered the copyright that year.
- In 1951, Coots assigned Feist his interest in the song’s renewal copyrights under the 1909 Act.
- In 1981, Coots and EMI (Feist’s successor) executed a new agreement granting EMI “all rights and interests whatsoever” in the song, including rights associated with later-extended terms.
- Statutory changes extended the copyright term so the song’s protection was scheduled to run through 2029.
- Coots’s statutory heirs served EMI a 2007 notice purporting to terminate the 1981 grant effective December 15, 2016; the notice was not recorded.
- The heirs later served and recorded a 2012 termination notice setting December 15, 2021 as the effective date.
- The heirs sought a declaratory judgment that their termination notice(s) would terminate EMI’s rights; EMI argued its rights derived from the 1951 agreement and were not terminable under § 203.

## Issues

1. Whether EMI’s relevant rights in the song’s extended renewal term derived from the 1951 pre-1978 agreement or from the 1981 post-1977 agreement.
2. If the operative grant was the 1981 agreement, whether the unrecorded 2007 termination notice nonetheless validly terminated that grant effective December 15, 2016.

## Decision

- The Second Circuit reversed the district court’s judgment for EMI and remanded.
- The court held EMI’s rights in the song derived from the 1981 agreement, not the 1951 agreement.
- Because the 1981 agreement was a post-1977 grant, it was terminable under 17 U.S.C. § 203.
- The court held the 2007 termination notice would terminate the 1981 grant effective December 15, 2016, despite not being recorded.
- The heirs were entitled to declaratory judgment in their favor.

## Legal Principles

- A court must identify the operative grant that is the source of the copyright holder’s present rights when applying the 1976 Act’s termination provisions.
- A post-1977 agreement that independently transfers rights created or expanded by later statutory term extensions can constitute a terminable “grant” under 17 U.S.C. § 203, even if earlier pre-1978 agreements transferred renewal-term interests.
- Failure to record a termination notice does not necessarily defeat its effectiveness between the parties where statutory requirements for a valid notice are otherwise satisfied.
- The termination provisions are remedial and should be applied in a manner consistent with enabling authors or statutory heirs to recapture value from prior transfers when statutory conditions are met.

## Conclusion

The Second Circuit concluded that EMI’s continuing rights in the song’s extended term were secured through a 1981 post-1977 transfer subject to statutory termination, and it held that the heirs’ 2007 notice validly terminated that grant effective December 15, 2016, entitling the heirs to declaratory relief.


Baldwin v. EMI Feist Catalog, Inc., 805 F.3d 18 (2d Cir. 2015)