Orion Pictures Corp. v. Showtime Networks, Inc. (In Re Orion Pictures Corp.)
United States Court of Appeals for the Second Circuit
4 F.3d 1095 (1998)
- Written by Philip Glass, JD
Facts
Orion Pictures Corp. (Orion) (debtor), a film distributor, entered into a licensing agreement with Showtime Networks, Inc. (Showtime), a subscription cable service, in 1986. This agreement provided that Orion’s failure to retain at least two named executives (i.e., the key-man clause) would constitute a breach of contract. Showtime alleged that Orion had breached the key-man clause on April 2, 1991. Orion filed for Chapter 11 bankruptcy on December 11, 1991. Showtime declared on December 24, 1991, that it would no longer license Orion’s films. Orion filed a motion for assumption of the agreement. Orion also filed a cause of action against Showtime. After withdrawing a claim for specific performance, Orion sought declaratory relief on the key-man-clause issue. The bankruptcy court ruled that Orion had not breached the key-man clause and approved the motion. Showtime appealed to the district court, which affirmed the order. Thereafter, Showtime appealed to the court of appeals.
Rule of Law
Issue
Holding and Reasoning (Walker, J.)
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