Case: 17-15353 Date Filed: 08/07/2018 Page: 1 of 27
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`IN THE UNITED STATES COURT OF APPEALS
`
`FOR THE ELEVENTH CIRCUIT
`________________________
`
`No. 17-15353
`Non-Argument Calendar
`________________________
`
`D.C. Docket No. 8:17-cv-00328-CEH,
`Bkcy No. 8:12-bkc-15725-KRM
`
`
`
`In Re:
`
` BAMBI ALICIA HERRERA-EDWARDS,
`
`
`
`
`________________________________________________________
`BAMBI ALICIA HERRERA-EDWARDS
`670 76th Avenue
`St. Pete Beach, FL 33706-1808,
`
`
`
`DARRYL E. ROUSON,
`AS CURATOR OF THE ESTATE OF BAMBI ALICIA
`HERRERA-EDWARDS,
`
`
`
`
`
`BERNARD EDWARDS COMPANY, LLC,
`5750 Wilshire Blvd., Suite 590
`Los Angeles, CA 90036-3697,
`JESS S. MORGAN & CO., INC.,
`
`
`
`
`
`
`
`
`
`
`
`versus
`
` Debtor.
`
` Plaintiff,
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`
`
`
`
` Interested Party-Appellant,
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`

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`5900 Wilshire Blvd., Suite 2300
`Los Angeles, CA 90036 323-634-2400,
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`
`
` Defendants-Appellees.
`
`________________________
`
`Appeal from the United States District Court
`for the Middle District of Florida
`________________________
`
`(August 7, 2018)
`
`Before MARCUS, ROSENBAUM and HULL, Circuit Judges.
`
`PER CURIAM:
`
`This bankruptcy case involves Bambi Alicia Herrera-Edwards
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`(“Herrera-Edwards”), who filed voluntary bankruptcy proceedings in 2012.
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`Herrera-Edwards was married to Bernard Edwards, a well-known singer,
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`songwriter, and producer who died in 1996. After Mr. Edwards’s death, litigation
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`over his estate ensued between (1) his widow, Herrera-Edwards, (2) his former
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`wife, Alexis Edwards, and (3) his six children.
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`Ultimately, the parties entered into a Settlement Agreement, and a
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`corresponding Co-Publishing Agreement, that divided royalties and compensation
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`from Mr. Edwards’s copyrights and other assets. For years, Herrera-Edwards
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`received a stream of income as a result of these agreements.
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`
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`But in 2012, Herrera-Edwards filed for bankruptcy. In her bankruptcy
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`petition, Herrera-Edwards asked the bankruptcy court to reject portions of the
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`Co-Publishing Agreement regarding the administration rights to Mr. Edwards’s
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`composition copyrights. Also in the bankruptcy court, Herrera-Edwards filed an
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`adversary proceeding against two defendants: (1) a company owned by
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`Mr. Edwards’s children that managed their inherited interests—defendant-appellee
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`Bernard Edwards Company, LLC (the “Edwards Company”)—and
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`(2) Mr. Edwards’s business manager—defendant-appellee Jess S. Morgan & Co.,
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`Inc. (the “Morgan Company”). In that separate adversary proceeding,
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`Herrera-Edwards sought artist and producer royalties from Mr. Edwards’s
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`copyrights and challenged a perpetual fee paid to the Morgan Company.
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`
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`After a bench trial, the bankruptcy court issued its findings of fact and
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`conclusions of law, which granted the defendants’ motion for judgment on partial
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`findings and denied Herrera-Edwards’s motion to reject portions of the
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`Co-Publishing Agreement. Herrera-Edwards then moved the bankruptcy court to
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`amend its findings of fact or, alternatively, to grant a new trial, but the bankruptcy
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`court denied her motion.
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`
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`Herrera-Edwards appealed the bankruptcy court’s rulings. Between oral
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`argument in the district court and the entry of the district court’s order (now on
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`appeal), Herrera-Edwards died, and Darryl E. Rouson was appointed as curator of
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`her estate. For the sake of simplicity, however, we address the appellant as
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`Herrera-Edwards throughout this opinion.
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`On appeal, the district court affirmed the bankruptcy court’s rulings. After
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`careful review, we affirm the district court’s rulings.
`
`I.
`
`BACKGROUND
`
`These disputes center on what interests Herrera-Edwards, and now her
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`estate, obtained from the probate of her late husband Bernard Edwards’s estate.
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`Herrera-Edwards was represented by counsel at all times relevant to this action.
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`A.
`
`Bernard Edwards and his Music Career
`
` Bernard Edwards co-founded the disco and funk band Chic. Mr. Edwards
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`coauthored, performed, and produced many popular songs, including “Dance,
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`Dance, Dance,” “Everybody Dance,” “Le Freak,” and “We Are Family.”
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`Mr. Edwards had an ownership interest in the copyrights for the compositions he
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`coauthored and received songwriter royalties for their use (“composition
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`copyrights”). Mr. Edwards also received artist and producer royalties for
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`performing and producing copyrighted sound recordings of these compositions
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`(“recording copyrights”). Although Mr. Edwards received royalties for his role in
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`making these sound recordings, he did not own their recording copyrights. Rather,
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`a recording company—in this case, Atlantic Records—owned the recording
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`copyrights related to Mr. Edwards’s compositions.
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`Based on trial testimony in the bankruptcy court, songwriter royalties are
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`paid whenever the words of a song are used, whether by performance or some
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`other medium. Separately, artist and producer royalties are paid largely based on
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`the number of record sales for a particular recording. Consequently, when a
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`publishing company wants to use a recorded song, it has to buy two licenses—one
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`for the composition itself and one for the audio recording. The respective parties
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`are paid accordingly.
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`At some point during his career, Mr. Edwards hired Wallace Franson and
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`Franson’s firm, the Morgan Company, to manage his business affairs.
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`Mr. Edwards and Franson orally agreed that, while Mr. Edwards was a client, the
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`Morgan Company would be compensated at 5% of Edwards’s gross income.
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`B.
`
`Bernard Edwards’s Death and Probate
`
`
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`On April 18, 1996, Mr. Edwards died. Mr. Edwards was survived by his six
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`children from a former marriage, his ex-wife Alexis Edwards, and his then-wife,
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`appellant Herrera-Edwards. Mr. Edwards’s last will and testament named his six
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`children as beneficiaries, established trusts in their names, appointed Franson as
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`executor and trustee, and authorized Franson to substitute the Morgan Company as
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`executor or trustee at his discretion.
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`Mr. Edwards’s last will also disinherited appellant Herrera-Edwards, stating:
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`“I [Bernard Edwards] have intentionally and with full knowledge omitted to
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`provide herein for my wife [Herrera-Edwards].” But, under Connecticut law, a
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`surviving spouse, like Herrera-Edwards, has a statutory right to “a life estate of
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`one-third in value of all the property passing under the will, . . . after the payment
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`of all debts and charges against the estate.” Conn. Gen. Stat. § 45a-436(a); see
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`Dinan v. Patten, 116 A.3d 275, 288–96 (Conn. 2015) (explaining that the value of
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`the statutory share should be calculated based on the value of the estate as of the
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`date of distribution). This right cannot be defeated by “any disposition of the
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`property by will to other parties.” Conn. Gen. Stat. § 45a-436(a).
`
`
`
`Mr. Edwards’s estate was probated in Westport, Connecticut. During that
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`proceeding, appellant Herrera-Edwards filed a notice of election to take a statutory
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`spousal share and asserted complete ownership of the Edwards home in Westport,
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`Connecticut. She also filed a $10 million tort claim against Mr. Edwards’s estate
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`in federal court.
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`
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`The probate court rejected Herrera-Edwards’s claim to the home, but granted
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`her election for a statutory spousal share. Both Herrera-Edwards and Mr.
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`Edwards’s estate appealed the probate court’s decision.
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`C. Mediation
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`
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`While the probate court’s decision was on appeal, and the separate federal
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`tort action was still pending, the parties attended mediation on July 9, 1997.
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`Present at the mediation were Franson, Herrera-Edwards and her attorney, two of
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`Mr. Edwards’s adult children, a representative for one of Mr. Edwards’s minor
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`children, the attorney for Alexis Edwards (the ex-wife), and the attorney for Mr.
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`Edwards’s estate. Ultimately, the parties signed and dated a handwritten
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`stipulation outlining the terms of a proposed settlement (“July 9th Stipulation”).
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`D.
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`July 9th Stipulation and Applications for Settlement Approval
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`
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`The July 9th Stipulation stated that Herrera-Edwards: (1) would release “any
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`claims” she had against Mr. Edwards’s estate up to the date of the stipulation; and
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`(2) would withdraw her federal tort action against Mr. Edwards’s estate.
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`In exchange, Herrera-Edwards would be assigned “full and complete ownership
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`and interest in 37½% of all royalties and other payments received from the
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`copyrights and other such interests owned by Bernard Edwards at the time of his
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`death.” (emphasis added). For a similar release of claims, Alexis Edwards also
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`would receive “a percentage of the royalties to be agreed upon” by Franson at a
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`later date. Those in attendance at the mediation agreed to subsequently “execute
`
`such documents, contracts and agreements as are necessary to effectuate the terms
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`and conditions of this stipulation.”
`
`
`
`On July 16, 1997, a draft settlement agreement was circulated and
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`Mr. Edwards’s estate filed with the probate court two applications for approval of a
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`settlement. One of these applications stated that “[t]he estate agrees that
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`[Herrera-Edwards] shall receive a participation in the income stream of the
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`copyrights to be received by the estate in the percentage of 37 ½ percent, net after
`
`all expenses.” (emphasis added). The other application stated that Alexis Edwards
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`would receive “12 ½ percent” of a similar interest. Both applications provided that
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`the parties planned to enter into a standard co-publishing agreement, wherein
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`Franson, as executor of Mr. Edwards’s estate, would act as the publisher of Mr.
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`Edwards’s copyrights and would exercise complete administration rights.
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`Herrera-Edwards and Alexis Edwards would act as co-publishers but retain no
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`administration rights.
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`In the music industry, “administrative” or “administration” rights involve
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`managing how a copyright is used in the marketplace. The duties of a copyright
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`administrator include registering the copyright, negotiating licensing agreements
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`with publishing companies, and collecting and disbursing income from use of the
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`copyrighted material. Essentially, administration rights mean commercial control
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`of the copyright.1
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`E.
`
`Settlement Agreement
`
`
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`On July 30, 1997, Franson, appellant Herrera-Edwards, and the other
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`interested parties executed a settlement agreement (“Settlement Agreement”),
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`which gave Herrera-Edwards a “37 ½ percent” interest in the “income stream from
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`the copyrights owned by Bernard Edwards[’s] Estate,” as follows:
`
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`1Appellant Herrera-Edwards seeks administration rights to secure “an advance” from a
`publishing company and then pay off her creditors in the bankruptcy court. An advance serves
`as a signing bonus paid against future royalties. Under these agreements, the publishing
`company does not pay additional royalties until it recoups the amount of the advance.
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`[Herrera-Edwards] agrees to accept and the estate agrees to take any
`and all steps necessary to assign a 37 ½ percent participation in the
`income stream from the copyrights owned by Bernard Edwards[’s]
`Estate on the date of Bernard Edward[s]’s death after payment of all
`costs, expenses and debt related to the copyrights. The participation
`share of the income stream would be on a net basis after all estate,
`income and other taxes and administrative expenses of the estate have
`been paid.
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`(emphasis added). The Settlement Agreement gave Alexis Edwards a
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`corresponding “12 ½ percent” interest in the “income stream from the copyrights
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`owned by [the] Bernard Edwards Estate.” Herrera-Edwards and Alexis Edwards
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`were to receive “monthly statements while the estate . . . [was] open and quarterly
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`statements thereafter. . . . when all estate debts and expenses have been paid.”
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`The Settlement Agreement reiterated the parties’ intent to enter into a
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`standard co-publishing agreement and provided that “[Herrera-Edwards] and
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`Alexis Edwards . . . will have no administrative rights whatsoever regarding the
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`copyrights” of Mr. Edwards’s estate. (emphasis added). Further elaborating on the
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`interest transferred, a separate paragraph in the Settlement Agreement stated that
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`Herrera-Edwards had no administration rights in the composition copyrights,
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`stating:
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`[Herrera-Edwards] shall have the right to assign or sell her income
`stream only to any third party. [Herrera-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.
`
`
`(emphasis added).
`
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`The Settlement Agreement also provided that the Morgan Company would
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`receive “a 5% fee on all deferred income and other income received by the estate
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`of Bernard Edwards from copyrights as a debt of the decedent.” The Settlement
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`Agreement was signed by all parties, including Franson, Herrera-Edwards, Alexis
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`Edwards, each of Mr. Edwards’s adult children, and the guardian for the one minor
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`child.
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`Also on July 30, 1997, subject to the terms of the Settlement Agreement,
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`Herrera-Edwards executed a general release of claims against Mr. Edwards’s
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`estate, the Morgan Company, and Mr. Edwards’s six children. Herrera-Edwards
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`also released these other parties from all contractual obligations, excepting those
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`contained in the Settlement Agreement.
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`F.
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`Co-Publishing Agreement
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`On August 21, 1997, Mr. Edwards’s estate, appellant Herrera-Edwards, and
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`Alexis Edwards entered into a co-publishing agreement (“Co-Publishing
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`Agreement”), which assigned Herrera-Edwards a percentage of the “right, title and
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`interest” in Mr. Edwards’s composition copyrights, but expressly provided that
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`Herrera-Edwards had no administration rights and that Mr. Edwards’s estate had
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`the “sole and exclusive right to administer, control, use, exploit, and receive
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`income from” Mr. Edwards’s composition copyrights in perpetuity:
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`2. Grant of Rights
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`(a) In consideration of all of the terms and conditions set forth herein
`and in the Settlement Agreement, [Edwards’s estate] hereby sells,
`assigns and transfers to [Herrera-Edwards] thirty-seven and one-half
`percent (37.5%), and to Alexis Edwards twelve and one-half percent
`(12.5%) in and to all the [Edwards’s estate]’s right, title and interest in
`the Compositions including, without limitation, all copyrights in the
`Compositions. To such effect, [Edwards’s estate] shall execute and
`deliver assignments of copyright and other documentation which may
`be reasonably requested to establish and record such ownership rights.
`
`(b) [Herrera-Edwards] and Alexis [Edwards] acknowledge that they
`shall have no administration rights in and to the Compositions, and
`that they each grant to [Edwards’s estate] the sole and exclusive right
`to administer, control, use, exploit, receive income from, and
`otherwise deal in and for the Compositions, throughout the Territory,
`and in perpetuity.
`
`
`(emphasis added).
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`G.
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`Settlement Approval by the Probate Court
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`On September 4, 1997, the probate court handling Mr. Edwards’s estate
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`entered an order approving the Settlement Agreement,2 which declared that it
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`resolved all claims that can be made by Herrera-Edwards against the estate:
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`The Court has reviewed and approved the Settlement Agreement
`entered into by the Estate, [Herrera-Edwards] as surviving spouse and
`Alexis Edwards as former spouse of the decedent. Disputed claims
`have been made against the estate by [Herrera-Edwards] and Alexis
`Edwards and the Settlement Agreement resolves all claims that can be
`
`
`2Under Connecticut law, a probate court must approve estate settlements exceeding
`$10,000 in value and involving a minor. See Conn. Gen. Stat. §§ 45a-151, 45a-631. With the
`probate court’s approval of the Settlement Agreement, Herrera-Edwards forfeited her right to a
`spousal share. See Sacksell v. Barrett, 43 A.2d 79, 81–82 (Conn. 1945) (acknowledging that the
`spousal share can be waived by agreement).
`
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`made by [Herrera-Edwards] and Alexis Edwards against the estate.
`The children of Bernard Edwards are the sole beneficiaries under his
`will. The children of Bernard Edwards have agreed to all terms of the
`Settlement Agreement and the Court believes the Agreement is fair
`and equitable for the children.
`
`(emphasis added).
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`H. Copyright Assignments
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`Nearly three years after the probate of Mr. Edwards’s estate, on January 1,
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`2000, Mr. Edwards’s estate (through Franson as executor) and Herrera-Edwards
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`executed and filed a copyright assignment in the United States Copyright Office.
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`The copyright assignment granted Herrera-Edwards a 37.5% interest in the
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`“compositions” owned by Mr. Edwards’s estate, but reserved the administration
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`rights to those compositions and imposed a perpetual lien to secure the 5% fee on
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`gross income from their use, as follows:
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`[Mr. Edwards’s estate] hereby sells, assigns, transfers and sets over
`unto [Herrera-Edwards a 37.5% undivided] portion of [the estate’s]
`right, title, and interest in and to the musical compositions . . . (the
`“Compositions”) [owned by Mr. Edwards’s estate], including . . . their
`titles, and lyrics . . . , reserving, however, the exclusive right to
`administer, control, use, exploit[,] receive income from, and otherwise
`deal in and for said Compositions . . . throughout the world
`in perpetuity . . . and subject to a lien to secure the payment to
`[the Morgan Company] of 5% of the gross receipts from exploitation
`of such assigned rights in perpetuity.
`
`
`(emphasis added). Thus, although Herrera-Edwards received an ownership interest
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`in the composition copyrights, Mr. Edwards’s estate reserved all administration
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`rights, and Herrera-Edwards agreed that the Morgan Company had a perpetual lien
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`on 5% of the gross receipts from administering the composition copyrights.
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`That same day, Mr. Edwards’s estate (through Franson as executor) filed a
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`separate assignment conveying an 8.333% ownership interest in the composition
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`copyrights and 16.667% of the administration rights to each of the six trusts
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`established for Mr. Edwards’s children. Thus, in the aggregate, the six trusts for
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`the children received from the estate 50% ownership of the composition copyrights
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`and 100% of the administration rights. Mr. Edwards’s six children then formed the
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`Edwards Company to manage these interests. On January 2, 2000, the children’s
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`six trusts (through Franson as trustee) assigned their 50% copyright interests and
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`their 100% administration rights to the Edwards Company.
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`After that time, the Edwards Company—through the Morgan Company as
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`its manager—remitted quarterly payments to appellant Herrera-Edwards pursuant
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`to the Settlement Agreement. These payments amounted to anywhere from
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`$700,000 to $900,000 per year and continue to this day.
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`The Morgan Company received a 5% fee on these payments. In 2005,
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`Herrera-Edwards protested the Morgan Company’s fee with a letter from her
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`counsel but did not pursue any legal claims against the Morgan Company at that
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`time. As noted, the defendants-appellees in this case are the Edwards Company
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`and the Morgan Company.
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`I.
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`
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`Bankruptcy and Adversary Proceedings
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`On October 17, 2012, appellant Herrera-Edwards filed a voluntary petition
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`under Chapter 11 of the Bankruptcy Code (No. 8:12-bk-15725-KRM, Bankr. M.D.
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`Fla.). Within that bankruptcy proceeding, Herrera-Edwards filed a motion to reject
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`executory portions of the Co-Publishing Agreement. Had she not entered this
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`agreement, Herrera-Edwards argued, she would have received a spousal share of
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`the administration rights to Mr. Edwards’s composition copyrights. In response to
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`Herrera-Edwards’s motion to reject, the Edwards Company filed a motion for
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`summary judgment. The bankruptcy court heard oral argument on the motion to
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`reject and then took it under advisement pending trial.
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`Also in bankruptcy court, Herrera-Edwards initiated an adversary
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`proceeding against the Edwards Company and the Morgan Company as defendants
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`(No. 8:13-ap-641-KRM, Bankr. M.D. Fla.). This separate adversary proceeding
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`sought to establish that Herrera-Edwards had also received a 37.5% interest in
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`Mr. Edwards’s artist and producer royalties and that the Morgan Company was no
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`longer entitled to collect a 5% fee or assert a lien against her.
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`
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`Thus, between her motion to reject and the adversary proceeding, appellant
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`Herrera-Edwards asserted three claims in the bankruptcy court: (1) that she was
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`entitled to 37.5% in administration rights in the composition copyrights; (2) that
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`she was entitled to artist and producer royalties; and (3) that the Morgan Company
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`was not entitled to collect a 5% fee or assert a lien against her.
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`
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`The bankruptcy court held a six-day joint trial on these issues. At the
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`conclusion, defendants the Edwards Company and the Morgan Company moved
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`for judgment on partial findings. See Fed. R. Civ. P. 52(c). The bankruptcy court
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`deferred ruling on the defendants’ motion in order to permit additional briefing.
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`J.
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`Bankruptcy Court’s Post-Trial Orders
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`On November 2, 2016, after briefing was complete, the bankruptcy court
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`issued its written findings of fact and conclusions of law, ruling in favor of the
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`Edwards Company and the Morgan Company in the adversary proceeding and
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`denying Herrera-Edwards’s motion to reject in the bankruptcy proceeding.
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`Based on the evidence submitted at trial, the bankruptcy court found that the
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`probate court that handled Mr. Edwards’s estate had reviewed and approved the
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`Settlement Agreement as the document governing the relationship of the parties.
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`The Settlement Agreement, unlike the July 9th Stipulation, was signed by all
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`relevant parties and provided for the interests of all those affected by the resolution
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`of claims against Mr. Edwards’s estate.3
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`As to the administration rights, the bankruptcy court determined that neither
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`the Settlement Agreement nor the Co-Publishing Agreement gave such rights to
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`3Three of Mr. Edwards’s children were not signatories to the July 9th Stipulation.
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`Herrera-Edwards. The bankruptcy court noted that, even if it were to reject the
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`executory portions of the Co-Publishing Agreement, it would not be able to rewrite
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`the terms of the “related and otherwise binding” Settlement Agreement. To that
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`end, the bankruptcy court reiterated that, in the Settlement Agreement, Herrera-
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`Edwards also acknowledged that she would receive no administration rights.
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`Likewise, the bankruptcy court noted that rejection does not allow the
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`bankruptcy court to divest a right that has already vested in another party to the
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`agreement or to undo performance that has already occurred. See Thompkins v.
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`Lil’ Joe Records, Inc., 476 F.3d 1294, 1306, 1308 (11th Cir. 2007) (citing cases for
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`the proposition that rejection does not affect the continued existence of a contract
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`or function to reverse transferred interests, but rather signals that a breach has
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`occurred). The bankruptcy court found that the administration rights to
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`Mr. Edwards’s composition copyrights vested in the six trusts of Mr. Edwards’s
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`children, when Mr. Edwards’s estate executed the copyright assignments. In turn,
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`the six trusts validly assigned the administration rights to the Edwards Company.
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`As to artist and producer royalties, the bankruptcy court concluded similarly
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`that the Settlement Agreement did not grant these recording royalties to
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`Herrera-Edwards. Rather, she received only the stated percentage of the “income
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`stream” from the composition copyrights, after the payment of all costs, expenses
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`and related debt. During trial, Herrera-Edwards pointed to payments and tax
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`returns from Mr. Edwards’s estate during probate, which demonstrated that
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`Herrera-Edwards received a percentage of the “net estate” and that the estate
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`claimed a larger marital deduction.
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`Based on the trial evidence, however, the bankruptcy court found that the
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`Edwards Company and the Morgan Company’s witnesses offered a “plausible and
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`credible” explanation for the differing payments while the debts of Mr. Edwards’s
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`estate were still being resolved. The bankruptcy court found that, in the face of
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`filing deadlines and without “final documentation” available, executor Franson’s
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`representation to the Internal Revenue Service was merely his best effort at
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`explaining the expected marital deduction of Mr. Edwards’s estate, which the
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`bankruptcy court found to be “entirely credible.” The bankruptcy court also noted
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`that the quarterly payments to Herrera-Edwards reflected only income from the
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`composition copyrights and that, from 2000 to 2012, Herrera-Edwards never
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`objected to these payments until filing the adversary proceeding in the bankruptcy
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`court in 2013.
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`Lastly, as to the perpetual lien and the 5% fee for the Morgan Company’s
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`management services, the bankruptcy court found that the clear language of the
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`Settlement Agreement provided for “a 5% fee on all deferred income and other
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`income” and that the copyright assignment to Herrera-Edwards granted a lien on
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`5% of gross receipts from the composition copyrights. The bankruptcy court
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`concluded that Herrera-Edwards had failed to present “any evidence or case law
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`establishing that the 5% lien is invalid or was not properly perfected.”
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`Alternatively, the bankruptcy court stated that any challenge to the fee was now
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`time-barred because, even when Herrera-Edwards protested the fee in 2005, she
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`failed to bring any claim against the Morgan Company until the adversary
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`proceeding in 2013. See Conn. Gen. Stat. §§ 52-576, 52-577 (establishing a
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`six-year statute of limitations for breach of contract and a three-year statute of
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`limitations for tort claims).
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`The bankruptcy court granted the Edwards Company and the Morgan
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`Company’s motion for judgment on partial findings, denied Herrera-Edwards’s
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`motion to reject executory portions of the Co-Publishing Agreement, and entered
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`final judgment in favor of the defendants.
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`Herrera-Edwards appealed the denial of her motion to reject in the
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`bankruptcy proceeding and the bankruptcy court’s final judgment in the adversary
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`proceeding. She also filed a motion for new trial, which the bankruptcy court
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`denied in both proceedings. Herrera-Edwards subsequently appealed those orders.
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`On March 8, 2017, the four appeals were consolidated in the district court, which
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`heard oral argument on August 17, 2017.
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`K. District Court’s Proceedings
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`On November 1, 2017, the district court issued an order affirming the
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`bankruptcy court’s rulings on all grounds, including its final judgment in favor of
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`the Edwards Company and the Morgan Company; its denial of Herrera-Edwards’s
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`motion to reject; and its denial of Herrera-Edwards’s motion for new trial.
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`First, the district court concluded that, in advancing her arguments as to
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`administration rights, Herrera-Edwards ignored the controlling language from the
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`Settlement Agreement, Co-Publishing Agreement, and copyright assignments.
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`In each of these documents, Herrera-Edwards acknowledged that the interest
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`transferred to her did not include administration rights. Rather, Mr. Edwards’s
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`estate retained those rights and subsequently transferred them to the six trusts for
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`Mr. Edwards’s children and then the trusts transferred them to the Edwards
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`Company. Therefore, Herrera-Edwards could not move to reject executory
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`portions of the Co-Publishing Agreement in order to reclaim rights that she had
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`never obtained. See Thompkins, 476 F.3d at 1306.
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`Second, with regard to artist and producer royalties, the district court
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`determined that Herrera-Edwards had essentially conceded that the Settlement
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`Agreement governed and that, as established by expert testimony at trial, the
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`common meaning of the word “copyright” did not include income from sources
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`other than the written “compositions” themselves. Because Herrera-Edwards had
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`failed to show any ambiguity in the Settlement Agreement, the district court
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`concluded that, under the parol evidence rule, the bankruptcy court had properly
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`declined to consider the July 9th Stipulation to interpret the Settlement Agreement.
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`The district court also concluded that the conduct of Mr. Edwards’s estate did not
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`establish that the parties agreed to give Herrera-Edwards an interest in
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`Mr. Edwards’s artist and producer royalties. The district court did not address the
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`statute-of-limitations issue posited by the bankruptcy court.
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`Third, the district court also affirmed the bankruptcy court’s findings as to
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`the Morgan Company’s 5% fee or perpetual lien, determining that this claim
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`against the Morgan Company was time-barred.
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`The district court entered final judgment in favor of the
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`defendants-appellees, the Edwards Company and the Morgan Company. This
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`second appeal followed.
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`A.
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`Standard of Review
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`II. DISCUSSION
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`This Court serves as a “second court of review” for the bankruptcy court’s
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`judgment. In re Int’l Admin. Servs., Inc., 408 F.3d 689, 698 (11th Cir. 2005)
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`(quotation marks omitted) (quoting In re Issac Leaseco, Inc., 389 F.3d 1205, 1209
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`(11th Cir. 2004)); see 28 U.S.C. § 158(d). Like the district court, we review the
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`bankruptcy court’s fact findings for clear error. Id. We review legal
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`determinations by the bankruptcy court and district court de novo. Id.
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`B. Administration Rights to the Composition Copyrights
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`In this appeal, Herrera-Edwards argues the bankruptcy court erred by
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`concluding that she did not receive the administration rights to Mr. Edwards’s
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`composition copyrights. Herrera-Edwards contends that, because she had an
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`ownership interest in the composition copyrights, she necessarily had the
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`administration rights to them as well. She claims that, in the Co-Publishing
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`Agreement, she simply delegated her administration rights to Mr. Edwards’s estate,
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`and thus she is entitled to reject that delegation in the bankruptcy court and reclaim
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`her administration rights.
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`Under the Copyright Act, a copyright owner is defined as the owner of
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`“any one of the exclusive rights” listed in 17 U.S.C. § 106, which “refers to the
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`owner of that particular right.” See 17 U.S.C. § 101. Section 106 states that
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`copyright ownership can include the “exclusive rights to do and to authorize” any
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`one or multiple of the following:
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`(1) to reproduce the copyrighted work in copies or phonorecords;
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`(2) to prepare deriv