IP Law Daily, TRADEMARK—N.D. Ga.: Trademark owner’s complaint for breach of contract against competitor survives dismissal, (Feb 26, 2026)

By Carolin Dennis, B.Sc., LL.B., LL.M.

District court found that the plaintiffs’ adequately alleged breach of the Settlement Agreement.

A federal district court in Atlanta, Georgia has denied the defendants’ motion to dismiss the plaintiffs’ complaint for breach of contract because the plaintiffs have adequately alleged breach within their complaint. The district court found that the Settlement Agreement prohibited the defendants from using or referencing the plaintiffs’ trademarks to either create public exposure for or sell the defendants’ products (Nutramax Laboratories, Inc. v. Rowlo, LLC, No. 1:25-cv-02481-TWT (N.D. Ga. Feb. 20, 2026)).

Background. Nutramax Laboratories, Inc. and Nutramax Veterinary Sciences, Inc. (plaintiffs) research, develop, and sell a wide variety of animal health products. Two of these animal health products are named Cosequin and Dasuquin (collectively, Supplements), which are joint health supplements in the companion animal market. The Supplements are registered with the U.S. Patent and Trademark Office, granting the plaintiffs the exclusive right to use its trademarks in commerce in the United States.

Rowlo, LLC (Wuffes) is a competitor to the plaintiffs and markets and sells animal supplements that compete directly with the plaintiffs’ products, including the Supplements. Wuffes advertises, promotes, offers for sale, and sells dietary and nutritional supplements for animals under the WUFFES trademark. Samuel Venning is one of the founders of Wuffes and the Chief Executive Officer of the entity. In 2023, the plaintiffs filed a complaint against Wuffes and Venning (collectively, defendants), alleging claims of common law unfair competition, defamation, and defamation per se within the District of Wyoming (previous litigation). During the previous litigation, the parties entered into a Settlement Agreement to resolve all claims set forth in the plaintiffs’ complaint (Settlement Agreement). In the Settlement Agreement, the defendants had agreed that they would not reference or use, or cause to be referenced or used, in any manner, the words Nutramax, Nutramax Laboratories®, Dasuquin®, Cosequin®, or any of Nutramax’s various other registered or common law trademarks including Nutramax’s trade dress and copyright-protected packaging designs that exist now or may exist in the future in any commercial advertising or promotion, including social media posts and comments (Provision).

However, after entering into the Settlement Agreement, and dismissal of the previous litigation the defendants started referencing or using the plaintiffs’ registered and common law trademarks, including those associated with the Supplements, as keywords on Amazon.com and other online retailers to promote their products. The defendants used words associated with the plaintiffs’ trademarks as keywords in the advertising or promotion of their own products by causing the defendants’ products to appear at the top of any search for the plaintiffs’ products (including for the Supplements) as a “sponsored” result or as a banner advertisement when using Amazon.com or other online retailers. The plaintiffs believed this to be a breach of the Settlement Agreement and sent the defendants notice of their intent to file suit unless the defendants ceased their conduct. The defendants refused, and the plaintiffs subsequently filed a complaint. The plaintiffs requested relief from the court for two counts, one for breach of contract and one for specific performance under Georgia law. The defendants moved to dismiss the complaint in its entirety arguing that the plaintiffs failed to state a claim for both counts.

Interpretation of the settlement agreement. The district court noted that the defendants and the plaintiffs interpret the Settlement Agreement differently. The defendants contended that “keyword bidding” is not prohibited by the plain language of the Settlement Agreement because the Provision unambiguously excludes “keyword bidding” from prohibited conduct because of the limiting phrase, “in any commercial advertising or promotion.” Furthermore, the defendants argued that the Settlement Agreement does not even mention the term “keyword bidding” or related words in its prohibition. The plaintiffs disagreed, arguing that the use of keywords (namely, the trademarks of the plaintiffs) that link users to the defendants’ advertisements fit the prohibition within the Provision explicitly.

The district court found that the Provision prohibits the defendants from referencing or using the plaintiffs’ trademarks “in any manner,” but the defendants are only prohibited from doing so when the conduct involves “commercial advertising or promotion.” Further, as a part of its general commercial advertising campaign, the defendants actively rely on the plaintiffs’ trademarks, which is plainly prohibited under the Settlement Agreement. If the defendants’ intent was for the language of the Settlement Agreement to allow “keyword bidding,” the defendants should not have agreed to such broad language within the Provision or limiting language requiring the contract to be interpreted in accordance with the definitions within the Lanham Act. Thus, the plaintiffs adequately alleged “keyword bidding” as breach within their complaint.

In addition, the defendants argued that the phrase “commercial advertising or promotion” must be interpreted in conjunction with the Lanham Act because the plaintiffs brought such statutory claims against the defendants in the previous litigation. The plaintiffs, on the other hand, argued that a Lanham Act-centric interpretation of the Settlement Agreement is erroneous because the language of the Provision is broader than the conduct addressed within the statute. Additionally, the plaintiffs argued that if the parties intended for the language in the Settlement Agreement to be coextensive with the Lanham Act, such a provision would have been present within the Settlement Agreement.

The district court noted that if the language of the Settlement Agreement is unambiguous, it should be clear from the plain language of the Provision or the Settlement Agreement as a whole that the language must be interpreted with context from the previous litigation or the Lanham Act. The district court found that the only language referencing the previous litigation or the Lanham Act within the Settlement Agreement arises from two recitals in the introductory section expressing the parties’ intent to resolve the previous litigation. However, the two recital provisions simply stated that the plaintiffs filed a complaint based on false advertisements under the Lanham Act in the District of Wyoming and further expressed the parties’ intent to resolve the lawsuit by entering into the Settlement Agreement. Nowhere does it explicitly state that the interpretation of the Settlement Agreement would be constrained by the previous litigation or the Lanham Act.

The district court also noted that while the Settlement Agreement was made to prevent the defendants from violating the Lanham Act, the Provision operates to effect a broader change than to remedy any potential violation of the Lanham Act. Additionally, the district court found that the Lanham Act simply prohibits the “use” of another’s trademarks in “commercial advertising or promotion,” but the Settlement Agreement prohibits the “reference or use” of the plaintiffs’ trademarks. The broader scope of the Settlement Agreement operates in a different context than the Lanham Act, rendering case law on the Lanham Act inapplicable to determine the meaning of the term within the Settlement Agreement. Thus, the court determined that it would be erroneous to conclude that the Settlement Agreement implicitly references the Lanham Act’s definition of “commercial advertising or promotion” to the Provision and interpreted the Provision to prohibit the defendants from using or referencing the plaintiffs’ trademarks to either create public exposure for or sell the defendants’ products.

Dismissal of defendant. The defendants also argued that even if the district court declined to dismiss the complaint, Venning must be dismissed because the plaintiffs failed to allege that Venning personally breached the Settlement Agreement. The district court found that Venning had individual responsibilities under the Settlement Agreement and those duties specifically prohibit him from causing Wuffes to breach the Settlement Agreement. The district court noted that further discovery might show that Venning did not direct Wuffes in engaging in “keyword bidding,” and at that time, Venning may properly seek to be dismissed from this action. However, it premature to do so now when the plaintiffs have alleged plausible facts supporting a finding of personal liability against Venning.

Accordingly, the district court denied the motion to dismiss.

The Case is No. 1:25-cv-02481-TWT.

Judge: Thrash, Jr., T.

Attorneys: Alan Frank Pryor (Alston & Bird LLP) for Nutramax Laboratories, Inc. Jane B. Baber (Venable LLP) for Rowlo, LLC.

Companies: Nutramax Laboratories, Inc.; Rowlo, LLC

Cases: Trademark GeorgiaNews GCNNews