MEMORANDUM OPINION Clause Samples

MEMORANDUM OPINION. ▇▇▇▇▇▇▇▇, District Judge. This is a bankruptcy case. Golden Books Family Entertainment, Inc. is a debtor before this court. Golden Books publishes, produces, licenses, and markets a host of children’s and family-related me- dia and entertainment products. It owns an array of film copyrights, distribution rights, trademarks, and licenses relating to characters, television programs, and mo- tion pictures. Moreover, through a num- ber of license agreements, Golden Books publishes children’s books featuring char- acters owned by other companies. Golden Books, as part of its sale of its assets to Random House and Classic Me- dia, Inc. (‘‘the Buyers’’), is proposing to assume and assign various executory con- tracts. Among the contracts that Golden Books is seeking to assume and assign is an Agreement, dated April 20, 1998, with DIC Entertainment, L.P., in which Golden Books licenses certain of DIC’s copyright and trademark rights with respect to the children’s character, ▇▇▇▇▇▇▇▇ (the ‘‘Made- line Agreement’’). This court approved Golden Books’ pro- posed asset sale to the Buyers in a sale order dated August 15, 2001. Golden Books and the Buyers formally consum- mated the sale transaction at a closing on August 28, 2001. On or before the August 15, 2001, sale hearing, several parties filed objections contesting the assumption and assignment of certain executory contracts pursuant to the terms of the Buyers pur- chase agreement. The court was not asked to rule on the merits of those objec- tions at the sale hearing and the these rights were preserved for later argument and ruling. Paragraph 12 of the sale or- der for the sale to the Buyers provides that: all parties [who have failed to object are] deemed to have given the consent con- templated by the Bankruptcy Code Sec- tions 365(c)(1) and (f)(1) to the assump- tion of such Executory Contract by the relevant Debtors and the assignment of such Executory Contract to the [Buy- ers]. After being notified of the sale, DIC filed a motion with the court on August 13, 2001, objecting to the transfer of the rights to ▇▇▇▇▇▇▇▇ from Golden Books to the Buyers under § 365(c) of the bankruptcy code, which prohibits a bankruptcy trustee from assuming and assigning executory contracts where applicable non-bankruptcy law operates to prohibit such transfers. In its objection brief, DIC argues that the ▇▇▇▇▇▇▇▇ Agreement is an executory con- tract within the meaning of § 365(c) of the Bankruptcy Code, that the ▇▇▇▇▇▇▇▇ Agreemen...

MEMORANDUM OPINION. Defendant. ) Legal Standard ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Co. Inc., 896 F.2d 1542, 1555 n.19 (9th Cir. 1990). However, material which is properly submitted as part of

MEMORANDUM OPINION. Settlement agreements, like all other contracts, are to be honored and enforced when made between informed parties and met with consideration. The Settlement Agreement in this case (Doc. No. 66-2) was negotiated by highly skilled and competent counsel over several months, signed by the parties and their counsel, approved by this Court, and incorporated into the Final Judgment (Doc. No. 84). When this Court retained jurisdiction to enforce the terms of the Settlement Agreement, it did not expect to have to rule upon such a flagrant attempt to violate its terms. For the reasons that follow, Defendants’ Motion to Enforce the Settlement Agreement and Final Judgment Order (Doc. No. 93) is granted.

MEMORANDUM OPINION. Defendant. ) 18 This case demonstrates the difficulties often encountered by 19 parties who simultaneously undertake bankruptcy and dissolution of 2o marriage proceedings. Because I believe that the parties' marital 21 settlement agreement cannot presently be enforced by this Court, I 22 grant the Defendant's motion for summary ¡udgment, and order that 23 this adversary proceeding be held in abeyance. 24 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Debtor/Defendant, and ▇▇▇▇▇▇▇ 25 ▇▇▇▇▇▇▇ are husband and wife. The essential facts are not in 26 dispute: 1 On August 31, 1999, wife filed a petition in the Circuit 2 Court for ▇▇▇▇▇▇▇ County, Oregon, seeking to dissolve the parties' 3 marriage. On July 25, 2ooo, the parties prepared and signed a 4 marital settlement agreement (MSA) dividing their property and 5 providing for support payments. The MSA was, by its terms, entered 6 into in contemplation of the eventual entry of a decree dissolving 7 the parties' marriage. As of this writing, however, no decree has 8 been entered in the dissolution proceedings. I am advised that a 9 trial is set before the Circuit Court in ▇▇▇▇▇▇▇ County for 1o February 27, 2oo3.1 Since the execution of the marital settlement 11 agreement, the parties have had some disputes over support, which 12 are not germane to this proceeding. The parties indicated at oral 13 argument on the instant motion that their current posture before the ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ is that the wife wishes the Court to enter a decree 15 ratifying and enforcing the marital settlement agreement, while the 16 Husband, citing changes in circumstances since the time the 17 agreement was entered, seeks different relief. 18 Husband filed his petition for relief in this Court on 19 September 17, 2oo1. On January 1, 2oo2, wife filed this action, 2o seeking a ¡udgment of this Court declaring that the Husband's 21 obligations under the marital settlement agreement are excepted from 22 discharge pursuant to 11 U.S.C. § 523(a)(15). 23 // // // 1 Strictly speaking, the divorce proceedings may be stayed by 11 U.S.C. 25 § 362. However, this Court will enter a separate order pursuant to 11 U.S.C. § 362(d) modifying the stay and authorizing the Circuit Court to proceed to enter 26 any relief available to the parties under O.R.S. Chapter 1o7.