UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

In re:

BAMBI A. HERRERA-EDWARDS,

Debtor.
/

CASE NO. 8:12-BK-15725-KRM

CHAPTER 11


RESPONSE OF BERNARD EDWARDS CO., LLC TO DEBTORS MOTION TO
REJECT EXECUTORY PORTIONS OF CO-PUBLISHING AGREEMENT

BERNARD EDWARDS CO., LLC (BEC)
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, by and through its undersigned counsel,
hereby files this Response to Debtor Bambi A. Herrera-Edwards (Debtor or Bambi) Motion
to Reject Executory Portions of the Co-Publishing Agreement (Co-Publishing Agreement)
(Doc. No. 370) (the Motion to Reject):
I. SUMMARY ARGUMENT
1. The Motion to Reject is the latest attempt by the Debtor to use her bankruptcy
filing as a vehicle to improperly undo or avoid a carefully negotiated probate settlement (the
Settlement Agreement) entered into and approved by the Connecticut probate court over
sixteen (16) years ago in 1997. The Settlement Agreement gave the Debtor an interest in the
income stream from her late husbands musical copyrights and nothing more.
2. Simply put, the Debtor never had any administration rights because she was never
granted any such rights in the Settlement Agreement or in the Co-Publishing Agreement.
Rejecting the Co-Publishing Agreement will not give her rights she never had.

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J ESS S. MORGAN & CO., INC., (J SM) is not a party to the Co-Publishing Agreement, and therefore
understands that the Motion is not directed at J SM. J SM concurs in BECs Response and reserves its rights to
oppose the Motion to the extent the Debtor later raises any issues that implicate or affect any of JSMs rights.
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3. Moreover, even if the Co-Publishing Agreement could somehow be read to grant
absolute administration rights and be rejected, BEC would still have rights under 11 U.S.C.
365(n).
4. Finally, the Debtors Motion to Reject has nothing to do with relieving her of any
burdens of the Co-Publishing Agreement as claimed in the Motion to Reject. Instead, it is
simply an improper attempt to have this Court make a determination of whether administration
rights in the Debtors late husbands musical copyrights is or is not property of the Debtors
bankruptcy estate in order to gain leverage over BEC. Such an attempt is improper and violates
Rule 7001 of the Federal Rules of Bankruptcy Procedure, which requires such an action to be
brought as an adversary proceeding.
II. FACTUAL BACKGROUND

A. The Connecticut Probate Proceeding

5. Prior to filing the above referenced bankruptcy case, the Debtor was married to
Bernard Edwards (Bernard). Bernard was a successful musician and songwriter, who died on
April 18, 1996.
6. J SM was Bernards business manager from in or about December 1985 up until
his death in 1996.
7. Prior to his death, Bernard had significant assets, including ownership interests in
the copyrights to numerous musical compositions he had written (the Copyrights).
8. When Bernard died in 1996, he left behind a wife, Bambi (the Debtor here), an
ex-wife, Alexis Edwards (Alexis), and six children.
9. Shortly after Bernards death, Bernards assets, including the Copyrights, were
administered in a probate proceeding commenced in the Court of Probate in the District of
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Westport, Connecticut (Probate Court). Wallace D. Franson (Franson), a principal of J SM
at the time, was the executor of the Estate of Bernard Edwards (Estate).
10. Bambi and Alexis each filed claims against Bernards Estate contesting the assets
and amounts they were to receive on various grounds.
B. The July 30, 1997 Settlement Agreement

11. On J uly 30, 1997, Bambi, Alexis, Bernards six children (or their guardians) and
the Estate, executed the Settlement Agreement, which fully resolved Bambis and Alexiss
respective claims against the Estate. [BEC is separately filing a motion to file a true and correct
copy of the Settlement Agreement under seal with the Court due to the confidential nature of the
document. A redacted copy of the Settlement Agreement was previously filed with the Court as
Exhibit M to Doc. No. 188, CM/ECF by Mr. Eric Moore.]
12. On September 3, 1997, the Probate Court approved the Settlement Agreement.
[A true and correct copy of the 9/3/97 order is attached hereto as Exhibit A.]
13. As it pertains to Bambi, in pertinent part, the Settlement Agreement provides that
Bambi will be given a 37.5% share in the income stream from Bernards Copyrights, as follows:
Bambi Edwards agrees to accept and the estate agrees to take any and all steps
necessary to assign a 37 percent participation in the income stream from
the copyrights owned by Bernard Edwards Estate on the date of Bernard
Edwards death after payment of all costs, expenses and debt related to the
copyrights.
[Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF, at p. 3, 2.(c) (emphasis added).]
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14. A similar provision assigns a twelve and one half percent (12.5%) interest in the
Copyrights to Alexis. [Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF p. 4, 3.]

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The Settlement Agreement also resolves the disposition of various items of Bernards real and personal property
with respect to Bambi. [Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF, at p. 3, 2.(a)-(b),(d)-(f).]
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15. Under the Settlement Agreement, Bernards six children are given the residual of
the estateincluding the remaining Copyright interestsin trust. [Settlement Agreement,
Exhibit M to Doc. No. 188, CM/ECF p. 3, 2(c), p. 4, 3 (The six surviving children of
Bernard Edwards agree to accept the residual of the estate in trust as per the Last Will and
Testament of Bernard Edwards).]
16. The Settlement Agreement further provides that Bambi and Alexis will receive
payments of their respective shares of the Copyright income stream on a monthly basis during
the pendency of the probate estate and then on a quarterly basis after the probate estate is closed:
Bambi Edwards and Alexis Edwards shall receive monthly statements while
the estate of Bernard Edwards is open and quarterly statements thereafter.
Bambi Edwards and Alexis Edwards shall receive quarterly payments for their
respective shares of the income from the copyrights.
[Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF, at p. 4, 4.]
17. The Settlement Agreement explicitly contemplated the execution of the Co-
Publishing Agreement, which would further memorialize the assignment of an interest in the
Copyright income stream only and without any administration rights in the Copyrights:
All parties will enter into a standard co-publishing agreement, with the
copyrights owned in the same percentages as the income from the copyrights is
allocated pursuant to this settlement agreement. The co-publishing agreement
will provide that (a) the executor of the estate will act as publisher of the
copyrights and will have full and complete administration rights therein; (b)
the executor will have the absolute right and ability to assign such
administration rights to any person or entity, including but not limited to the
trust for the children of Bernard Edwards; (c) Bambi Edwards and Alexis
Edwards will be co-publishers, and will have no administrative rights
whatsoever regarding the copyrights; and (d) all costs of administering the
copyrights will be deducted off-the-top in determining revenue earned by the
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copyrights. The estate will file with the U.S. Copyright Office and other
necessary entities such documents as are necessary to effectuate the transfer of
the ownership interest, and costs of same shall be paid by the estate.
[Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF p. 4-5, 5 (emphasis
added).]
18. The Settlement Agreement further provides that Bambi would have a right to
assign or sell her Copyright income stream only (noting no administration rights) and that any
third party assignee would be subject to the Settlement Agreement:
Bambi Edwards shall have the right to assign or sell her income stream only to
any third party. Bambi Edwards acknowledges that she has no administration
rights in the copyrights and that any third party would be subject to all terms
and conditions as set forth in this agreement.
[Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF p. 5, 6 (emphasis
added).]
19. In consideration of the interest in the income stream from the Copyrights and
other property given to her in the Settlement Agreement, Bambi fully and forever released all
claims that she had against the Estate, Bernards children, Franson and J SM:
Bambi Edwards will execute a General Release running to the benefit of the
six children of Bernard Edwards, Alexis Edwards, the Estate of Bernard
Edwards, Wallace D. Franson as the executor the estate and J ess S. Morgan
and Company, which release will be for any and all claims which Bambi
Edwards has or could have against each of the parties. Bambi Edwards
acknowledges that she is receiving the above payments and conveyances in full
satisfaction of all claims she could make.
[Settlement Agreement, Exhibit M to Doc. No. 188, CM/ECF p. 5, 8.]
20. On J uly 30, 1997, as required under the provision of the Settlement Agreement
highlighted above, Bambi simultaneously executed a general release in favor of the Bernard
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Edwards Estate, Wallace D. Franson, Executor of the Estate of Bernard Edwards, J ess Morgan &
Co., Alexis, Bernard Edwards, J r., Portia Vitiak, David Edwards, Mark Edwards, Michael
Edwards and Leah Edwards.
21. The 1997 Settlement Agreement thus fully disposed of all of Bambis claims.
C. The August 21, 1997 Co-Publishing Agreement

22. On or about August 21, 1997, pursuant to the Settlement Agreement, Bambi,
Alexis, and the Estate through its executor, Franson, entered into the Co-Publishing Agreement.
[A true and correct copy of the Co-Publishing Agreement is attached hereto as Exhibit B.]
23. The Estate is identified as the Publisher under the Co-Publishing Agreement.
24. Page 1 of the Co-Publishing Agreement refers to the Settlement Agreement:
The parties to this Co-Publishing Agreement have previously entered into a
settlement agreement (Settlement Agreement) regarding the settlement of all
claims between the parties.
[Exhibit B (Co-Publishing Agreement), p. 1.]
25. Paragraph 2 of the Co-Publishing Agreement contains a grant of rights to Bambi
(and Alexis) that gives Bambi a 37.5% interest in the Copyrights but with no administration
rights:
2. Grant of Rights.
(a) In consideration of all of the terms and conditions set forth
herein and in the Settlement Agreement, Publisher hereby sells, assigns and
transfers to Bambi Edwards thirty-seven and one-half percent (37.5%), and to
Alexis Edwards twelve and one-half percent (12.5%) in and to all of
Publishers right, title and interest in the Compositions including, without
limitation, all copyrights in the Compositions. To such effect, Publisher shall
execute and deliver assignments of copyright and other documentation which
may be reasonably requested to establish and record such ownership rights.

(b) Bambi and Alexis acknowledge that they shall have no
administration rights in and to the Compositions, and that they each
grant to Publisher the sole and exclusive right to administer, control, use,
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exploit, receive income from, and otherwise deal in and for the
compositions, throughout the Territory, in perpetuity. Such grant
includes, by way of illustration and not limitation, the sole and exclusive right:

i) to make and authorize mechanical, synchronization, and
other commercial uses of the Compositions and to collect
all fees and royalties in connection with such uses;

ii) to publicly perform and license public performance of the
Compositions and to collect all fees and royalties becoming
due for them (including the so-called writers share of
such income);

iii) to prosecute, defend, and settle any third party action or
claim relating to the Compositions; and

iv) to enter into sub-publishing and administration agreements
with third parties throughout the Territory and to collect all
fees and royalties becoming due under such agreements.

[Exhibit B (Co-Publishing Agreement), p. 1-2, 2(a)-(b)(emphasis added).]

26. Fully consistent with the Settlement Agreement, the Co-Publishing Agreement
requires the Publisher to pay to Bambi Edwards an amount equal to thirty-seven and one-half
percent (37.5%) of [the] Publishers Net Income derived from all sources relating to the
exploitation of the Compositions. [Exhibit B (Co-Publishing Agreement), p. 3, 3(a).]
3

27. Also fully consistent with the Settlement Agreement, the Co-Publishing
Agreement provides that Bambi and Alexis shall have the right to assign or sell to any third
party only their respective rights to receive income as set forth in this [Co-Publishing]
Agreement. [Exhibit B (Co-Publishing Agreement), p. 3, 2(d)(emphasis added).]

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Net Income was calculated by taking the gross receipts of all royalties earned and received by Publisher
attributable to exploitation of the Compositions less the Publishers: (i) out of pocket costs; (ii) an administration
fee as negotiated by Publisher with any third party in Publishers sole discretion; (iii) royalties payable to third
parties provided such costs are actually incurred by Publisher; and (iv) any unpaid debts of the Decedents estate.
[Exhibit B (Co-Publishing Agreement), p. 3, 3(b)(i) (iv)(emphasis added).]

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28. The Co-Publishing Agreement explicitly provides that the Settlement Agreement
is the fundamental reason that the Estate has entered into the Co-Publishing Agreement:
4. Material Inducement.
Bambi and Alexis each acknowledge that their execution of the Settlement
Agreement is a material inducement for The Estate to enter into this Co-Publishing
Agreement with them.

[Exhibit B hereto (Co-Publishing Agreement), p. 4, 4 (emphasis added).]

29. The parties had no authority to enter into a co-publishing agreement that did not
comply with the express terms of the Settlement Agreement.
D. Post-Probate Performance
30. Bernards probate estate closed on or about the end of December 1999.
31. On or about J anuary 1, 2000, the Estate through its executor, Franson, and Bambi
executed an Assignment of Copyright (Assignment of Copyright) that was recorded later that
year with the United States Copyright Office. [A true and correct copy of the Assignment of
Copyright is attached hereto as Exhibit C.] The Assignment of Copyright provides, in pertinent
part:
The Assignor [Estate] hereby sells, assigns, transfers and sets over unto
the Assignee [Bambi] the above-indicated portion [37.5%] of the Assignors
right, title and interest in and to the musical compositions (or fractional shares
thereof) listed on the annexed Schedule (the Compositions), including but
not limited to the worldwide copyrights in and to said compositions, their
titles, and lyrics (including any renewals and/or extensions now or hereafter
provided by law), reserving, however, the exclusive right to administer,
control, use, exploit receive income from, and otherwise deal in and for
said Compositions (or, in the Assignors sole discretion, to authorize third
parties to do so, in the Assignors name and on Assignors behalf, in whole or
in part and throughout the world or in lesser territories ) throughout the world
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in perpetuity in accordance with the terms and conditions of the Co-
Publishing Agreement dated August 21, 1997 among the Assignor, Bambi
Edwards, and Alexis Edwards and subject to a lien to secure the payment to
J ess S. Morgan & Company, Inc. of 5% of gross receipts from exploitation of
such assigned rights in perpetuity.
[Exhibit C (Assignment of Copyright), p. 3 (emphasis added).]
32. The Assignment of Copyright was recorded in the United States Copyright Office
on or about J une 2, 2000. [Exhibit C (Assignment of Copyright), pp. 1-2.]
33. Recording the Assignment of Copyright in the U.S. Copyright Office provided
notice to the world of Bambis ownership interest (and limitations thereon) in and to the
Copyrights. 17 U.S.C. 205(a)(Any transfer of copyright ownership or other document
pertaining to a copyright may be recorded in the Copyright Office), 17 U.S.C. 205(c)
(Recordation of a document gives all persons constructive notice of the facts stated in the
recorded document).
34. The Assignment of Copyright was the last and only document Bambi signed in
connection with the Co-Publishing Agreement.
35. On or about J anuary 1 and 2, 2000, the Estate through its executor, Franson,
executed two additional Assignments of Copyright (BEC Assignments of Copyright) that were
later recorded with the United States Copyright Office and which assigned from the Estate to the
trusts of Bernards six children, and in turn from the childrens trust to BEC: (a) an undivided
fifty percent (50%) interest in the Copyrights; and (b) AS WELL AS the exclusive right to
administer, control, use, exploit receive income from, and otherwise deal in and for said
Compositions (or, in the Assignors sole discretion, to authorize third parties to do so, in the
Assignors name and on Assignors behalf, in whole or in part and throughout the world or in
lesser territories ) throughout the world in perpetuity in accordance with the terms and conditions
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of the Co-Publishing Agreement dated August 21, 1997 . [True and correct copies of the BEC
Assignments of Copyright are attached hereto as Exhibits D and E, respectively.]
36. These two Assignments thus transferred all of the Estates interest as Publisher
under the Co-Publishing Agreement to BEC, an entity jointly owned by the six children through
their trusts and set up by them to administer the Copyrights.
37. Since 2000 and up through today, BEC has administered the Copyrights and has
paid Bambi every penny she was owed under the Co-Publishing Agreement and will continue to
do so in the future. In 2013, Bambis royalty payments from BEC totaled $706,461.00.
III. ARGUMENT: THE COURT SHOULD DENY THE MOTION

A. The Standard for Rejecting an Executory Contract

38. A debtor is permitted, with court permission, to assume or reject an executory
contract in compliance with Bankruptcy Code Section 365 (hereinafter, Section 365). In re
Helm, 335 B.R. 528 534 (S.D.N.Y. 2006). There are two alternative tests that bankruptcy courts
apply for determining whether a contract is executory under Section 365: the traditional or
Countryman test, and the functional test. In re Soderstrom, 484 B.R. 874, 879 (M.D. Fl. 2013).
39. Under the functional approach, which has been tacitly adopted by the 11th
Circuit, [e]ven though there may be material obligations outstanding on the part of only one of
the parties to the contract, it may nevertheless be deemed executory ... if its assumption [ ][or]
rejection would ultimately benefit the estate and its creditors. Soderstrom 484 B.R. at 879
(citation and internal quotation marks omitted) (alterations in original)(quoting Thompkins v.
Lil J oe Records, Inc., 476 F.3d 1294, 1306 n. 13 (11th Cir. 2007).
40. A debtor must either assume an executory contract in its entirety or completely
reject it. Thompkins, 476 F.3d at 1306. Rejection relieves the debtor from the burden of
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performing its obligations under the contract and constitutes a breach of the contract by the
debtor which, in turn, gives the other contracting party a pre-petition claim for breach of
contract. Id.
41. Moreover, rejection of a contract only affects the unperformed portions of a
contract, i.e., the future performance of the parties; rejection has no impact on the executed, i.e.,
fully performed, portions of a contract. Thompkins, 476 F.3d at 1307-1308 (citing numerous
cases).
B. The Co-Publishing Agreement Is Not Executory Under the Functional Test

42. The Co-Publishing Agreement is not executory under the functional test because
its rejection would not ultimately benefit the estate and its creditors. Soderstrom, 484. B.R. at
879.
43. Bambi has no material obligations remaining under the Co-Publishing Agreement.
In fact, the only obligation Bambi has under the Co-Publishing Agreement is under Section 2(c)
which obligates Bambi to execute and deliver necessary documents as required by Publisher.
The last document executed by Bambi under this provision was fourteen (14) years ago on
J anuary 1, 2000 when she executed the Assignment of Copyright attached hereto as Exhibit C.
44. Bambi suggests that rejecting the Co-Publishing Agreement might allow her to
avoid paying J SM a five percent (5%) fee that is required under the Settlement Agreement, but
J SM isnt even a party to the Co-Publishing Agreement, so there is no way rejection of such
agreement could affect J SMs rights.
45. The primary argument that Bambi makes for a supposed benefit in rejecting the
Co-Publishing Agreement is that rejection supposedly would allow her to obtain the
administration rights, which in turn supposedly would allow her to obtain an advance against
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those rights to pay off her creditors and emerge from the bankruptcy. Bambis position is not
well-taken.
46. The Co-Publishing Agreement has a single grant of rights, set forth in Paragraph
2, which has the caption, Grant of Rights. [Exhibit B (Co-Publishing Agreement), p. 1, 2.]
The Grant of Rights gives Bambi 37.5% ownership interest in the Copyrights (referred to as the
Compositions in the Co-Publishing Agreement) but without any administration rights. [Id., pp.
1-2, 2(a)-(b).] Bambi expressly acknowledges in Paragraph 2(b) of the Grant of Rights that
Bambi and Alexis acknowledge that they shall have no administration rights in and to the
Compositions . [Id., p. 2, 2(b)(emphasis added).]
47. This grant of ownership without administration rights, i.e., an income stream only,
is consistent with the Settlement Agreement entered prior to the Co-Publishing Agreement. In
fact, the Co-Publishing Agreement could not legally grant rights to Bambi greater than those
provided for in the Settlement Agreement without separate approval of the Probate Court
4
.
48. The grant of ownership is also consistent with the Assignment of Copyright
executed after the Co-Publishing Agreement.
49. While Bambi argues that she can pick and choose which portions of the Grant of
Rights would remain in effect if she rejects the Co-Publishing Agreement, that is not the law. A
debtor must either assume an executory contract in its entirety or completely reject it.
Thompkins, 476 F.3d at 1306. Bambi cannot retain the grant of ownership in the Copyrights but
magically excise the limitation in that same grant that it did not include any administration rights.
[Exhibit B (Co-Publishing Agreement), pp. 1-2, 2(a)-(b).]

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The Settlement Agreement was executed by all parties that had an interest in the Copyrights and provided
explicitly for the grant to Bambi under the Co-Publishing Agreement. The Settlement Agreement was then
approved by the Probate Court. Conversely, the Co-Publishing Agreement was not executed by all parties with an
interest in the Copyrights or separately approved by the Probate Court. Consequently, it could never provide for any
greater rights than as provided expressly by the Settlement Agreement.
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50. There is no plausible argument that only a portion of the Grant of Rights is
executory, i.e., that Paragraph 2(a) granting the copyrights to Bambi in perpetuity is executory
but its necessary counterpart, Paragraph 2(b), where Bambi agrees that she has no administration
rights and grants all such rights to the Publisher in perpetuity is somehow not executory, even
though both are part and parcel of the same, unitary grant of rights, as underscored by the
Settlement Agreement that gave rise to this Grant of Rights.
51. Consequently, the only logical reading of the grant of rights is that Bambi
acquired an income stream in the copyrights and nothing more.
C. Application of 365(n)
52. Even if the Court finds that the Grant of Rights is somehow divisible such that the
grant of an interest in the Compositions in Paragraph 2(a) of the Co-Publishing Agreement
survives rejection, but the no administration rights language in Paragraph 2(b) can be
(somehow) rejected, Bambi still will not obtain any administration rights becauseunder that
tortured construction of the Grant of Rightsthe grant of administration rights to BEC in
Paragraph 2(b) would at least be a license of those rights to BEC under that reading of the Co-
Publishing Agreement. In that case, BEC has the right to (and will) retain the grant of
administration rights.
53. Bankruptcy Code Section 365(n)(1) provides that if a the trustee/debtor rejects an
executory contract under which the debtor is a licensor of a right to intellectual property, the
licensee may elect:
(A) to treat such contract as terminated by such rejection if such rejection by the
trustee amounts to such a breach as would entitle the licensee to treat such
contract as terminated by virtue of its own terms, applicable nonbankruptcy law,
or an agreement made by the licensee with another entity; or

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(B) to retain its rights (including a right to enforce any exclusivity provision of
such contract, but excluding any other right under applicable
nonbankruptcy law to specific performance of such contract) under such
contract and under any agreement supplementary to such contract, to such
intellectual property (including any embodiment of such intellectual
property to the extent protected by applicable nonbankruptcy law), as such
rights existed immediately before the case commenced, for

(i) the duration of such contract; and

(ii) any period for which such contract may be extended by the
licensee as of right under applicable nonbankruptcy law.

54. Bambi argues that because the Co-Publishing Agreement refers to the Bernard
Edwards estate as a publisher and not as a licensee, BEC is therefore conclusively not a
licensee of intellectual property with the options provided pursuant to Bankruptcy Code Section
365(n). BEC disagrees with Bambis oversimplification of the issue, as more fully explained
below, but BEC does agree with Bambis assertion that [w]hether a contract includes a license
to intellectual property is an issue of contract interpretation. [Doc. No. 370, p. 9 26.]
55. Here, the grant of rights in Paragraph 2(b), if not a retention in whole of the
administration rights, is at least a license. Paragraph 2(b) provides:
(b) Bambi and Alexis acknowledge that they shall have no
administration rights in and to the Compositions, and that they each grant to
Publisher the sole and exclusive right to administer, control, use, exploit,
receive income from, and otherwise deal in and for the compositions,
throughout the Territory, in perpetuity. Such grant includes, by way of
illustration and not limitation, the sole and exclusive right:

i) to make and authorize mechanical,
synchronization, and other commercial uses of the Compositions and to
collect all fees and royalties in connection with such uses;

ii) to publicly perform and license public
performance of the Compositions and to collect all fees and royalties
becoming due for them (including the so-called writers share of such
income);

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iii) to prosecute, defend, and settle any third party
action or claim relating to the Compositions; and

iv) to enter into sub-publishing and administration
agreements with third parties throughout the Territory and to collect all fees
and royalties becoming due under such agreements.

[Exhibit B (Co-Publishing Agreement), p. 2, 2(b)(emphasis added).]

56. A license is a permission to commit some act that would otherwise be
unlawful. Blacks Law Dictionary (9th Ed. 2009). Blacks Law Dictionary further defines an
exclusive license as follows:
A license that gives the licensee the sole right to perform the licensed act,
often in a defined territory, and that prohibits the licensor from performing
the licensed act and from granting the right to anyone else; esp., such a
license of a copyright, patent, or trademark right.

57. In Warner/Chappell Music, Inc. v. Blue Moon Ventures, 2011 WL 662691 (M.D.
TN, February 14, 2011, a case cited by Bambi in the Motion to Reject, the court held that the
music publisher plaintiff that derived its rights under an agreement to administer copyrights in
musical compositions was an exclusive licensee. Id. at *5 (The language giving Plaintiff the
right to administer and exploit the copyrights, as well as the ability to further grant non-exclusive
licenses, gives them power of an exclusive licensee over at least two of the six rights in section
106, namely: the right to reproduce the copyrighted work ( 106(1)) and the right to distribute
copies of the work to the public by sale or other transfer of ownership ( 106(2)). . The
Plaintiffs that are party to the Exclusive Administration Agreement were transferred an
exclusive interest from the copyright owners such that they have standing to bring suit on behalf
of the copyright as the exclusive licensee.)(emphasis added).
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58. Here, Paragraph 2(b) gives the Publisher (now BEC) the sole and exclusive right
to administer, control, use, exploit, receive income from, and otherwise deal in and for the
compositions, throughout the Territory, in perpetuity. [Exhibit B (Co-Publishing Agreement),
p. 2, 2(b)(emphasis added).] Absent this language, the Publisher would have no right to
administer, control, use, exploit, receive income from, and otherwise deal in and for the
compositions with respect to Bambis 37.5% share of ownership granted in Paragraph 2(a).
There is simply no credible argument that the language retaining administration rights for the
Publisher is not either a full retention of that right that was never conveyed to Bambi or, at the
very least, a license.
59. There is no question thateven under Bambis strained interpretation of the
Grant of Rights that sees Paragraph 2(a) and 2(b) as separate, divisible grants, which is
contrary to the clear intent of the Settlement Agreement and all other documents from the
probate actionthe grant of administration rights in 2(b) is clearly, at the very least, a license to
the Publisher. Accordingly, under Bankruptcy Code Section 365(n), BEC can and will elect to
retain the license in perpetuity.
60. Consequently, rejecting the Co-Publishing Agreement changes nothing and
provides no benefit for Bambis estate or her creditors.
D. Application of Rule 7001
61. The Motion to Reject has one purpose and that is to have this Court make a
determination as to whether the Debtors interest in the Copyrights includes or does not include
administration rights.
62. Rule 7001(2) requires that proceedings to determine interest in property, other
than a proceeding under Rule 4003(d) be brought as an adversary proceeding.
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63. The Debtor has already filed a lawsuit against BEC and J SM in connection with
rights of the parties under the Settlement Agreement (the Pending Adversary Proceeding). The
Pending Adversary Proceeding shares the same parties and factual background.
64. The Settlement Agreement, the Co-Publishing Agreement and other documents
go to the heart of both actions. Given the strong nexus between the issues raised in the Motion to
Reject and the Pending Adversary Proceeding, the Court should require the Debtor to amend its
complaint in the Pending Adversary Proceeding to include its claims raised in the Motion to
Reject or otherwise consolidate the matters into the Pending Adversary Proceeding.
IV. CONCLUSION

65. Sixteen years ago, the Debtor, the Estate, Alexis and the children of Mr. Edwards
entered into the Settlement Agreement, which the parties have operated under ever since.
66. For over fourteen years, since the closing of the Estate, Bernards six children,
through their entity BEC, have faithfully administered the copyrights and paid Bambi all
amounts due her without fail. Now, the Debtor seeks through the Adversary Proceeding and the
Motion to Reject to re-trade the Settlement Agreement that was approved by the Probate Court.
Even worse, the Debtor seeks this relief claiming it is necessary to emerge from Chapter 11,
while spending hundreds of thousands of dollars on her extravagant lifestyle instead of seeking
to confirm a plan of reorganization.
67. The Debtors requests and allegations are at odds with reality and should be
denied. The Motion to Reject simply cannot allow the Debtor to acquire property she was not
entitled to in the first place. Consequently, BEC requests that this Court deny the Motion to
Reject.
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WHEREFORE, BERNARD EDWARDS CO., LLC. respectfully requests that this
Court enter an order denying the Debtors Motion to Reject Executory Portions of the Co-
Publishing Agreement and providing other and further relief as is just and proper.
Respectfully submitted this 5
th
day of May, 2014.

/s/ Tiffany D. Payne______________
J immy D. Parrish, Esq.
Florida Bar No. 0526401
Tiffany D. Payne
Florida Bar No. 0421448
BAKER & HOSTETLER LLP
200 S. Orange Avenue
SunTrust Center, Suite 2300
P.O. Box 112 (32802-0112)
Orlando, Florida 32801-3432
Tel: 407-649-4000
Fax: 407-841-0168
Email: jparrish@bakerlaw.com
Attorney for Bernard Edwards Co., LLC

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UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

In re:

BAMBI A. HERRERA-EDWARDS,

Debtor.
/

CASE NO. 8:12-BK-15725-KRM

CHAPTER 11


CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy and correct copy of RESPONSE OF
BERNARD EDWARDS CO., LLC TO DEBTORS MOTION TO REJECT EXECUTORY
PORTIONS OF CO-PUBLISHING AGREEMENT, has been filed with the Court and
furnished via the CM/ECF system to those parties requesting such notice, this 5
th
day of May,
2014.



/s/Jimmy D. Parrish
J immy D. Parrish, Esq.


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