This case requires the Court to sort the rights and duties of former business partners who parted ways and who now compete with one another in the same line of business.
In 2006, Joshua L. Powell
” or the “
began selling high-
end men’s sportswear and accessories
through the J.L. Powell catalog. Powell
was the catalog’s sole model, and most
catalog issues contained a personal message from Powell signed by Powell. In 2007, Powell began seeking out investors for his
company, JL Powell Inc. (“
”). In 2010, a group of investors
formed Blue Highways III
”) to invest in and acquire JLP.
The acquisition was accomplished in two steps. First, Blue Highways contributed $2.5 million to a new entity, JL Powell LLC, a Delaware limited liability company, of which it was the sole member. Second, JLP contributed all of its assets to JL Powell LLC pursuant to two agreements
a Contribution Agreement,
Pls.’ Ex. 42,
, and a Bill of Sale and Assignment Agreement,
Pls.’ Ex. 44,
Bill of Sale
”). In exchange for JLP’s
contribution of assets, JLP received a 43% interest in JL Powell LLC. Contribution Agreement § 3.2.
The assets JLP conveyed included intellectual property, defined to include,
among other things, “trade names, trade marks, service marks, [and] logos.”
The names in this case are confusingly similar. The Court will refer to the Plaintiffs by their full names: JL Powell Clothing LLC and JL Powell LLC. The Defendant, Joshua L. Powell, will be
referred to as “Powell”
or the “Defendant.”
Powell’s former company, JL Powell
Inc. will be referred to as JLP. The catalog
once distributed by JLP and now distributed by JL Powell Clothing LLC
will be referred to as “J.L. Powell.”
were admitted in hard copy into evidence at the June 13, 2013
hearing on the Plaintiffs’ motion for preliminary injunction.
Ct. Ex. List (ECF No. 53).
Case 2:13-cv-00160-NT Document 80 Filed 01/30/14 Page 2 of 40 PageID #: 1320