Davis v. United Automobile, Aerospace & Agricultural Implement Workers

How later courts describe this case

• holding that the licensor’s contingent duty to defend infringement suits was a material obligation
• holding that a licensor’s contingent duty to defend infringement suits was a material obligation
• technology licensing agreement was executory contract because party had obligation to protect license from interference
• contract is executory if performance is due to some extent on both sides
• a contract is executory if the obligations of both parties to the contract are so far unperformed that the failure of either to complete the performance would constitute a material breach excusing the performance of the other
• the debtor’s decision to reject an executory contract should be accepted by the court unless it is shown to be “so manifestly unreasonable that, it could not be based on sound business judgment, but only on bad faith, or whim or caprice.”
• superseded by 11 U.S.C. § 365(n) on other grounds
• applying section 10(b) limitations period to LMRDA claim