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(CA-9), U.S. Court of Appeals, 9th Circuit, 92-70082,
8/31/93, 4 F3d 735. Reversing the Tax Court
, 97 TC 221
Walt Disney Productions is referred to as "Productions"
in this case.
Retlaw, a California corporation and a predecessor of
appellee Walt Disney Incorporated, was formed by
Walter E. Disney before his death. ["Retlaw" is "Walter"
At all relevant times prior to
December 1, 1981, Retlaw's main businesses and assets
(exclusive of cash, cash equivalents, and receivables)
were the following:
(a) the commercial rights to the name "Walt Disney,"
licensed by Retlaw to Productions for the latter's use
in connection with various business ventures;
(b) two attractions at Disneyland--the miniature
railroad and the monorail system;
(c) two television broadcasting stations;
(d) a 14,000 acre cattle ranch; and
(e) several agricultural properties.
Sometime prior to April 9, 1980, in response to inquiries
by Productions, Retlaw and Productions opened
negotiations for Productions to acquire from Retlaw the
"Walt Disney" name and the miniature railroad and
monorail (items (a) and (b), or the "Disney assets").
After more than a year of negotiation, Productions and
Retlaw entered into a written contract ("Retlaw Acquisition
Agreement") dated July 8, 1981,
under which Productions
following the divestiture by Retlaw of all of its properties
other than the Disney assets (