Preview:

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

RCC TECHNOLOGY CORPORATION v. SUNTERRA CORPORATION

* * * Civil No. JFM-02-2539 * * *****

MEMORANDUM

This is an appeal from an order of the Bankruptcy Court denying the motion filed by Resort Computer Corporation ("RCC") to "deem rejected" a Software License Agreement ("SLA") between it and the debtor, Sunterra Corporation. I will affirm the order, albeit it on grounds different from those articulated by the Bankruptcy Court. This memorandum briefly states the reasons for my ruling.1 A. Is the SLA an Executory Contract? The Bankruptcy Court found that the SLA is not an executory contract. If the Bankruptcy Court had been writing on a clean slate, there might be merit in its reasoning. However, there is a long line of authority holding that intellectual property licensing agreements such as the SLA are executory contracts. See, e.g., Everex Sys., Inc. v. Cadtrak Corp. (In re CFLC, Inc.), 89 F.3d 673, 677 (9th Cir. 1996); In re Access Beyond Techs., Inc., 237 B.R. 32, 43-44 (Bankr. D. Del. 1999). I find these authorities persuasive, and I believe they render the Bankruptcy Court's ruling on the question erroneous.

Unfortunately, I am in the midst of three to four months of multi-defendant criminal trials, and my schedule does not permit me to write a more formal opinion.

1

B. May Sunterra Assume the SLA under 11 U.S.C.

Download RCC Technology Corporation v. Sunterra Corporation.pdf

Maryland Law