## Facts

- In 1930, author A.A. Milne granted certain exploitation rights in the “Winnie-the-Pooh” works to Stephen Slesinger (predecessor to Stephen Slesinger, Inc. (SSI)).
- SSI later licensed its rights to Disney for exploitation and merchandising related to Pooh characters.
- After the 1976 Copyright Act created statutory termination rights for certain older grants, Milne’s heirs considered terminating SSI’s 1930 rights.
- In 1983, instead of terminating, Milne’s heirs and SSI entered a new agreement that revoked the 1930 grant and reissued rights to SSI on new terms, providing substantially increased compensation to Milne’s heirs.
- In 1998, the Sonny Bono Copyright Term Extension Act created an additional termination right in 17 U.S.C. § 304(d) for certain pre-1978 grants when termination under § 304(c) had not been exercised.
- After the 1998 enactment, Clare Milne (an heir) served a termination notice asserting § 304(d) termination of the 1930 grant to recapture rights in the Pooh characters.
- SSI contested the termination, asserting the 1983 agreement superseded the 1930 grant and was not terminable under § 304(d).

## Issues

1. Whether 17 U.S.C. § 304(d) permits termination of a pre-1978 grant that was revoked and replaced by a post-1977 superseding agreement covering the same works.
2. Whether the 1983 agreement should be treated as a mere modification/continuation of the 1930 grant (terminable) or as a new post-1977 grant (not terminable under § 304(d)).
3. How § 304(c)(6)(D)’s treatment of termination waivers and “further grants” affects the validity and terminability of post-1977 renegotiated agreements.

## Decision

- The Ninth Circuit affirmed judgment for SSI.
- The court held the 1983 agreement revoked and superseded the 1930 grant and constituted a new post-1977 grant.
- Because § 304(d) authorizes termination only of grants executed before January 1, 1978, the 1983 grant was not terminable under § 304(d).
- The court rejected the attempt to “reach back” through the 1983 agreement to terminate an extinguished 1930 grant.

## Legal Principles

- Section 304(d) applies only to “grants of the copyright or of any right under a copyright executed before January 1, 1978”; post-1977 grants fall outside its termination authority.
- A later agreement that revokes and replaces an earlier grant can eliminate the earlier grant as an operative, terminable instrument for purposes of § 304(d).
- Section 304(c)(6)(D) prevents advance waivers of termination rights for an existing grant but recognizes the validity of later “further grants,” supporting enforceability of post-1977 renegotiated agreements.
- Legislative purpose to protect authors and heirs does not permit courts to extend termination rights beyond the statute’s temporal limits where Congress chose to preserve contractual stability for later bargains.

## Conclusion

The Ninth Circuit held that a post-1977 renegotiated agreement that revokes and replaces a pre-1978 grant is not subject to termination under 17 U.S.C. § 304(d), and an heir cannot use § 304(d) to terminate rights previously regranted under such a superseding agreement.


Milne ex rel. Coyne v. Stephen Slesinger, Inc., 430 F.3d 1036 (9th Cir. 2005)