In re AEG Acquisition Corp.

127 Bankr. 34 (1991)

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In re AEG Acquisition Corp.

United States Bankruptcy Court for the Central District of California
127 Bankr. 34 (1991)

SH

Facts

AEG Acquisition Corp. (AEG) (debtor) entered into an agreement with Zenith Productions, Ltd. (Zenith) pursuant to which AEG acquired the distribution rights to three films for $6 million: a domestic film, Patty Hearst, and the two foreign films, For Queen and Country and The Wolves of Willoughby Chase. AEG and Zenith also entered into a security agreement that granted Zenith a security interest in AEG’s distribution rights as collateral for the $6 million. Zenith thereafter filed a UCC-1 financing statement in the appropriate states and recorded a copyright mortgage for each of the three films with the United States Copyright Office. Zenith also filed an application of copyright registration with the same office with respect to Patty Hearst. Zenith believed it did not need to register the other two foreign films because the films were exempt from registration under the Berne Convention. AEG paid $2 million to Zenith but later filed for Chapter 11 bankruptcy and never paid the remaining $4 million to Zenith. AEG sought to recover the $2 million paid to Zenith and, in support of the relief sought, argued that Zenith’s security interests in the two foreign films were avoidable because those security interests were not perfected at the time AEG filed for Chapter 11 bankruptcy.

Rule of Law

Issue

Holding and Reasoning (Bufford, J.)

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