Section 203 makes a grant of a transfer or license "executed by the author" subject to termination 2. Salt-N-Pepa have asked an appellate court to reinstate their copyright reclamation suit against UMG, which Judge Denise Cote dismissed in January 2026 1, 5. The case tests that phrase against a familiar structure: the artists signed with their producer's company, and the producer assigned the masters to the label 1, 5. My position is that the text favors UMG if you frame the question as Judge Cote framed it, around who signed the transfer to the label. The artists' stronger argument sits upstream. If the producer's company owned the copyrights, something had to put them there 5, 6.
Counsel have argued the appeal before a Second Circuit panel 1. Richard Busch told the panel the district court ignored "crucial language and definitions of the agreement." UMG's counsel argued there was "no grant of copyright executed by plaintiffs," which he called "a fundamental requirement of the termination provision of the Copyright Act" 1.
The Execution Gate and the Ownership Gap
Termination runs during a five-year window beginning 35 years after execution. If the grant covers publication, the window opens at the earlier of 35 years from publication or 40 years from execution 2. You must serve notice two to ten years before the effective date and record it in the Copyright Office before that date 2. For a joint work, "a majority of the authors who executed it" may terminate 2. Termination is available "notwithstanding any agreement to the contrary" 2. Works made for hire are excluded entirely 2.
The 1986 architecture
Three agreements dated May 15, 1986 frame the dispute 5. Cheryl James and Sandra Denton signed a recording agreement with Noise In The Attic Productions (NITA), owned by producer Hurby Azor. It provided that NITA "shall be the sole and exclusive owner" of the masters, "including but not limited to the worldwide sound copyrights therein" 5. Azor then "hereby sells, transfers and assigns" those rights to Next Plateau Records, and the artists signed an inducement letter addressed to Next Plateau 5. UMG is successor in interest 5. The artists served notice in March 2022 and listed May 15, 2024 as the earliest effective date 5.
Judge Cote held the agreements "do not indicate that Plaintiffs ever owned the copyrights to the sound recordings or that they granted a transfer of those rights to anyone else" 5. She found that "only Azor and NITA" granted a transfer to Next Plateau. She read the inducement letter as adopting NITA's representation of sole ownership and not as a direct grant 5. She also dismissed a conversion claim over the master tapes because the artists failed to show ownership 5.
Where did NITA's ownership come from?
The work-for-hire definition matters at this point. Section 101 limits works made for hire to works by employees within the scope of employment, or to specially commissioned works in enumerated categories where the parties sign a written agreement 6. The quoted NITA language states that NITA "shall be the sole and exclusive owner" of the masters 5.
That gives the artists their best argument. Unless they were NITA employees, NITA's status as "sole and exclusive owner" arguably arose from the very agreement the artists signed 5, 6. On that reading, the NITA agreement is the author-executed grant, and the Next Plateau assignment is a downstream transfer. Busch's emphasis on the agreement's "definitions" may point there 1. The appeal should force a direct answer to one question: does a contract term declaring ownership in another party amount to a transfer by the signer?
Authorship complicates the picture. If Azor contributed as producer, the recordings may be joint works with a co-author who did not sign the NITA grant as an author. Both artists would have to join, and a producer co-author's share would sit outside their notice. Azor's own contribution could also explain part of NITA's ownership without any transfer from the artists 5.
Why Chains Count on One Side Only
Mills Music, Inc. v. Snyder construed the derivative-works exception in §304(c)(6)(A) 3. Section 203(b)(1) repeats its text, including "prepared under authority of the grant before its termination" 2, 3. The provisions are distinct, so Mills persuades but does not control for §203. The shared text still makes its reasoning hard to avoid.
Mills said the "critical point" is whether the derivative work was "prepared" before the termination 3. The Court called it "a matter of indifference" whether authority came through "a direct license from an author, or in a series of licenses and sublicenses" 3. Salt-N-Pepa reaches the opposite result on the author's side: the artists "cannot terminate a copyright grant executed by NITA" 5.
Both readings hold together textually. The exception keys on work prepared "under authority of the grant," a scope concept that travels down a sublicensing chain 2, 3. Section 203(a) keys on a grant "executed by the author," which names an actor 2. That coherence costs the statute some of its purpose. The Court chose text over equity, and artists arguing purpose lose ground as a result.
The anti-waiver clause follows the same pattern. Section 203(a)(5) permits "termination of the grant" notwithstanding contrary agreements 2. It presupposes a terminable grant, so it cannot convert NITA's assignment into the artists' own. It could matter if a court recharacterizes the NITA ownership clause as a transfer, because a label could not then rely on contract drafting to defeat termination 2, 5.
What Reverts: Vetter and Geographic Scope
Vetter v. Resnik involved a 1963 assignment and a termination notice under §304(c) 4. It affirmed a declaration of sole ownership "throughout the world" 4. It held the defendant had not shown the presumption against extraterritoriality applies to "ownership, assignment, and termination," and distinguished infringement cases 4.
The savings language is the pressure point. Section 203(b) reverts "all rights under this title" covered by the grant 2. Professor Patry reads §§203(b)(5) and 304(c)(6)(E) to mean termination affects only U.S. rights 4. Vetter faulted him for omitting "any other Federal, State, or foreign laws." It stressed that the termination rested on the U.S. Act and not on foreign law 4. That suggests the court read the clause as preserving rights arising under other bodies of law and did not read it as a cap on reversion of a worldwide grant.
The Second Circuit may decline. Vetter found the Second Circuit's Itar-Tass decision inapplicable because Vetter involved the assignment of rights 4. In that case, Russian law governed works by Russian nationals first published in Russia 4. A Second Circuit panel reaching scope could start from its own choice-of-law framework. NITA's clause covers "worldwide" copyrights, so the stakes are real 5.
Practical Guidance
- Map every signature and title. For each conveyance, identify who signed and whether that party held title then.
- Trace the ownership source. Look for work-for-hire recitals, employment facts, or words of transfer in the first agreement 6.
- Parse inducement letters. A letter confirming an intermediary's representations may fail to qualify as a grant, so plead any present-tense operative language 5.
- Get notice formalities right. State an effective date within the window. Serve two to ten years ahead on the grantee or successor in title, signed by the required owners or their agents. Record before the effective date and follow the Register's regulations on form, content, and manner of service 2.
- Resolve authorship early. Identify every executing author, and assess whether a producer's contribution creates a co-author outside the notice 2.
- Grantees: inventory derivative works of the masters. Here the masters are the underlying works, so remixes and edits prepared before termination are the likely candidates. Section 203(b)(1) preserves their use but bars preparing "other derivative works" after termination 2.
- Plead scope deliberately. Claim worldwide reversion expressly and brief Itar-Tass against Vetter 4.
The signature decides whether a grant can be terminated, and the Second Circuit must also decide where NITA's ownership originated 5, 6. That second question may decide the appeal.