Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 1 FILED United States Court of Appeals UNITED STATES COURT OF APPEALS Tenth Circuit
FOR THE TENTH CIRCUIT May 7, 2026 _________________________________ Christopher M. Wolpert Clerk of Court ASCENT CLASSICAL ACADEMIES,
Plaintiff Counterclaim Defendant - Appellant,
v. No. 25-1132 (D.C. No. 1:24-CV-00653-GPG-STV) LANDS’ END, INC., a/k/a Lands End (D. Colo.) Direct Merchants, Inc.,
Defendant - Appellee,
and
ASCENT CLASSICAL ACADEMY CHARTER SCHOOLS, INC.,
Defendant Counterclaimant - Appellee. _________________________________
ORDER AND JUDGMENT * _________________________________
Before BACHARACH and MORITZ, Circuit Judges, and SHELBY, District Judge. ** _________________________________
Ascent Classical Academies (Ascent) brought trademark infringement claims
against Ascent Classical Academy Charter Schools, Inc. (ACACS) after the parties
* This order and judgment is not binding precedent, except under the doctrines of law of the case, res judicata, and collateral estoppel. It may be cited, however, for its persuasive value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. ** The Honorable Robert J. Shelby, U.S. District Judge, District of Utah, sitting by designation. Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 2
terminated their business relationship. 1 The viability of Ascent’s trademark
infringement claims turns on the meaning of a contract between the parties.
A plaintiff bringing an infringement claim must have a protectable legal
interest in the relevant trademark. See 1-800 Contacts, Inc. v. Lens.com, Inc., 722
F.3d 1229, 1238 (10th Cir. 2013) (trademark infringement); see also Utah Lighthouse
Ministry v. Found. for Apologetic Info. & Rsch., 527 F.3d 1045, 1057 (10th Cir.
2008) (cybersquatting); Procter & Gamble, Co. v. Haugen, 317 F.3d 1121, 1128
(10th Cir. 2003) (contributory trademark infringement). Interpreting the parties’
contract to unambiguously permit the allegedly infringing behavior, the district court
concluded Ascent lacks a protectable interest in its trademarks asserted against
ACACS.
We conclude the relevant contract provision is ambiguous. Exercising
jurisdiction under 28 U.S.C. § 1291, we reverse and remand for further proceedings.
I. Background
Ascent is a nonprofit corporation that manages charter schools. Ascent has
four trademarks, including “Ascent Classical,” “Ascent Classical Academies,” and
associated logos (collectively, Ascent Marks).
ACACS is a charter school network that operates four charter schools in
Colorado: Ascent Classical Academy of Northern Colorado, Ascent Classical
1 Ascent also brought a contributory trademark infringement claim against Lands’ End, Inc., who supplied gear to ACACS. Lands’ End is largely irrelevant to the issues on appeal. 2 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 3
Academy of Grand Junction, Ascent Classical Academy of 27J, and Ascent Classical
Academy of Douglas County (collectively, School Names).
Ascent and ACACS entered four essentially identical Management Contracts
in which the parties agreed Ascent would manage each ACACS charter school. The
fourth paragraph of Section III(R) of the Management Contacts provides:
ASCENT hereby grants the School the non-exclusive, non-transferable license to use ASCENT’s trade name and any trademark(s), as they now exist or in the future, to promote and advertise the School. No other use of ASCENT trademarks is permitted without ASCENT’s prior written permission. The School shall acquire no rights in the ASCENT trademarks, and all goodwill of the ASCENT trademarks shall inure to the benefit of and remain with ASCENT. ASCENT shall have pre- approval rights for each form and manner of public display of the ASCENT Trademarks. However, the name “Ascent Classical Academy of [location identifier]” 2 shall be a trade name of the School, and the School shall have the right to use the same after termination of this Agreement without additional compensation to ASCENT.
Joint App’x at 95–96. 3 The Contracts are otherwise silent on the scope of ACACS’s
post-termination right to use the School Names.
After the parties terminated their business relationship, ACACS continued
using the School Names and permutations of the names. For example, “Ascent
2 The Management Contracts are identical, except each school’s location is inserted here: “Douglas County,” “Grand Junction,” “Northern Colorado,” or “27J.” 3 Hereinafter, this paragraph is referred to as Section III(R) and particular sentences within this paragraph are identified by their sequential order. For example, “Sentence Five of Section III(R)” refers to the following sentence: “However, the name ‘Ascent Classical Academy of Douglas County’ shall be a trade name of the School, and the School shall have the right to use the same after termination of this Agreement without additional compensation to ASCENT.”
3 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 4
Classical Academy Charter Schools,” “Ascent Classical Academy,” and the Schools’
acronyms appeared on ACACS’s website, social network profiles, email addresses,
uniforms, and marketing materials.
Ascent filed its complaint in the United States District Court for the District of
Colorado alleging permutations of the School Names infringe the Ascent Marks.
ACACS moved to dismiss. Before the district court, both parties argued the
Management Contracts are unambiguous: ACACS argued the Management Contracts
granted ACACS ownership of the Ascent Marks, while Ascent argued the contracts
granted ACACS merely a license to use the School Names. The district court agreed
the Management Contracts were unambiguous but rejected both parties’ proffered
interpretations. Instead, the district court concluded the Management Contracts
unambiguously grant ACACS an unlimited right to use the School Names post-
termination, leaving Ascent without a protectable interest in the Ascent Marks to sue
for the allegedly infringing behavior. The case was dismissed. Ascent appeals.
II. Standard of Review
We review de novo the district court’s grant of a motion to dismiss for failure
to state a claim. Waller v. City & Cnty. of Denver, 932 F.3d 1277, 1282 (10th Cir.
2019). To survive dismissal, “a complaint must contain sufficient factual matter,
accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). A claim is plausible “when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the
4 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 5
misconduct alleged.” Id.
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Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 1 FILED United States Court of Appeals UNITED STATES COURT OF APPEALS Tenth Circuit
FOR THE TENTH CIRCUIT May 7, 2026 _________________________________ Christopher M. Wolpert Clerk of Court ASCENT CLASSICAL ACADEMIES,
Plaintiff Counterclaim Defendant - Appellant,
v. No. 25-1132 (D.C. No. 1:24-CV-00653-GPG-STV) LANDS’ END, INC., a/k/a Lands End (D. Colo.) Direct Merchants, Inc.,
Defendant - Appellee,
and
ASCENT CLASSICAL ACADEMY CHARTER SCHOOLS, INC.,
Defendant Counterclaimant - Appellee. _________________________________
ORDER AND JUDGMENT * _________________________________
Before BACHARACH and MORITZ, Circuit Judges, and SHELBY, District Judge. ** _________________________________
Ascent Classical Academies (Ascent) brought trademark infringement claims
against Ascent Classical Academy Charter Schools, Inc. (ACACS) after the parties
* This order and judgment is not binding precedent, except under the doctrines of law of the case, res judicata, and collateral estoppel. It may be cited, however, for its persuasive value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. ** The Honorable Robert J. Shelby, U.S. District Judge, District of Utah, sitting by designation. Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 2
terminated their business relationship. 1 The viability of Ascent’s trademark
infringement claims turns on the meaning of a contract between the parties.
A plaintiff bringing an infringement claim must have a protectable legal
interest in the relevant trademark. See 1-800 Contacts, Inc. v. Lens.com, Inc., 722
F.3d 1229, 1238 (10th Cir. 2013) (trademark infringement); see also Utah Lighthouse
Ministry v. Found. for Apologetic Info. & Rsch., 527 F.3d 1045, 1057 (10th Cir.
2008) (cybersquatting); Procter & Gamble, Co. v. Haugen, 317 F.3d 1121, 1128
(10th Cir. 2003) (contributory trademark infringement). Interpreting the parties’
contract to unambiguously permit the allegedly infringing behavior, the district court
concluded Ascent lacks a protectable interest in its trademarks asserted against
ACACS.
We conclude the relevant contract provision is ambiguous. Exercising
jurisdiction under 28 U.S.C. § 1291, we reverse and remand for further proceedings.
I. Background
Ascent is a nonprofit corporation that manages charter schools. Ascent has
four trademarks, including “Ascent Classical,” “Ascent Classical Academies,” and
associated logos (collectively, Ascent Marks).
ACACS is a charter school network that operates four charter schools in
Colorado: Ascent Classical Academy of Northern Colorado, Ascent Classical
1 Ascent also brought a contributory trademark infringement claim against Lands’ End, Inc., who supplied gear to ACACS. Lands’ End is largely irrelevant to the issues on appeal. 2 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 3
Academy of Grand Junction, Ascent Classical Academy of 27J, and Ascent Classical
Academy of Douglas County (collectively, School Names).
Ascent and ACACS entered four essentially identical Management Contracts
in which the parties agreed Ascent would manage each ACACS charter school. The
fourth paragraph of Section III(R) of the Management Contacts provides:
ASCENT hereby grants the School the non-exclusive, non-transferable license to use ASCENT’s trade name and any trademark(s), as they now exist or in the future, to promote and advertise the School. No other use of ASCENT trademarks is permitted without ASCENT’s prior written permission. The School shall acquire no rights in the ASCENT trademarks, and all goodwill of the ASCENT trademarks shall inure to the benefit of and remain with ASCENT. ASCENT shall have pre- approval rights for each form and manner of public display of the ASCENT Trademarks. However, the name “Ascent Classical Academy of [location identifier]” 2 shall be a trade name of the School, and the School shall have the right to use the same after termination of this Agreement without additional compensation to ASCENT.
Joint App’x at 95–96. 3 The Contracts are otherwise silent on the scope of ACACS’s
post-termination right to use the School Names.
After the parties terminated their business relationship, ACACS continued
using the School Names and permutations of the names. For example, “Ascent
2 The Management Contracts are identical, except each school’s location is inserted here: “Douglas County,” “Grand Junction,” “Northern Colorado,” or “27J.” 3 Hereinafter, this paragraph is referred to as Section III(R) and particular sentences within this paragraph are identified by their sequential order. For example, “Sentence Five of Section III(R)” refers to the following sentence: “However, the name ‘Ascent Classical Academy of Douglas County’ shall be a trade name of the School, and the School shall have the right to use the same after termination of this Agreement without additional compensation to ASCENT.”
3 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 4
Classical Academy Charter Schools,” “Ascent Classical Academy,” and the Schools’
acronyms appeared on ACACS’s website, social network profiles, email addresses,
uniforms, and marketing materials.
Ascent filed its complaint in the United States District Court for the District of
Colorado alleging permutations of the School Names infringe the Ascent Marks.
ACACS moved to dismiss. Before the district court, both parties argued the
Management Contracts are unambiguous: ACACS argued the Management Contracts
granted ACACS ownership of the Ascent Marks, while Ascent argued the contracts
granted ACACS merely a license to use the School Names. The district court agreed
the Management Contracts were unambiguous but rejected both parties’ proffered
interpretations. Instead, the district court concluded the Management Contracts
unambiguously grant ACACS an unlimited right to use the School Names post-
termination, leaving Ascent without a protectable interest in the Ascent Marks to sue
for the allegedly infringing behavior. The case was dismissed. Ascent appeals.
II. Standard of Review
We review de novo the district court’s grant of a motion to dismiss for failure
to state a claim. Waller v. City & Cnty. of Denver, 932 F.3d 1277, 1282 (10th Cir.
2019). To survive dismissal, “a complaint must contain sufficient factual matter,
accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). A claim is plausible “when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the
4 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 5
misconduct alleged.” Id. The court accepts factual allegations as true but not legal
conclusions. Id.
III. Discussion
Ascent argues the district court committed reversible error for two reasons:
(1) the court misinterpreted the contract as a matter of law, and (2) the court
impermissibly made factual findings. We agree as to the first argument and decline
to reach the second.
A. Tenets of Colorado Contract Law
Under governing Colorado contract law, a contract’s legal effect is determined
by the contract itself and not the allegations in a complaint. Jacobsen v. Deseret
Book Co., 287 F.3d 936, 941–42 (10th Cir. 2002); see also Sch. Dist. No. 1 v. Denv.
Classroom Teachers Ass’n, 433 P.3d 38, 41 (Colo. 2019). Courts enforce
unambiguous contracts “based on the plain and generally accepted meaning of the
words used.” Denv. Classroom Teachers Ass’n, 433 P.3d at 41 (citation omitted).
The court must examine the written terms to determine the parties’ mutual intent. Id.
“Absent an indication the parties chose to deviate from plain meaning, ‘the
instrument’s language must be examined and construed in harmony with the plain
and generally accepted meaning of the words used.’” Level 3 Commc’ns, LLC v.
Liebert Corp., 535 F.3d 1146, 1154 (10th Cir. 2008) (quoting E. Ridge of Fort
Collins, LLC v. Larimer & Weld Irrigation Co., 109 P.3d 969, 974 (Colo. 2005)).
The court should consider common usage, including dictionary definitions, and avoid
“strained constructions.” Id. (quoting Allstate Ins. Co. v. Huizar, 52 P.3d 816, 819
5 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 6
(Colo. 2002)). When “construing a contract courts must also ‘consider the subject
matter, the object of making it, the sense in which the parties naturally understood it
at the time it was made, and the purposes and objects to be accomplished thereby.’”
Id. (quoting Total Petroleum, Inc. v. Farrar, 787 P.2d 164, 167 (Colo. 1990)). The
court must consider the entire document and may not interpret clauses or phrases in
isolation. U.S. Fid. & Guar. Co. v. Budget Rent-A-Car Sys., Inc., 842 P.2d 208, 213
(Colo. 1992).
A contract that is susceptible to more than one reasonable interpretation is
ambiguous. Level 3 Commc’ns, 535 F.3d at 1155. Determining whether a contract is
ambiguous is a question of law. Denv. Classroom Teachers Ass’n, 433 P.3d at 41.
“When an ambiguity is found to exist and cannot be resolved by reference to other
contractual provisions, extrinsic evidence must be considered by the trial court in
order to determine the mutual intent of the parties at the time of contracting.”
McAuliffe v. Vail Corp., 69 F.4th 1130, 1144 (10th Cir. 2023) (quoting Pepcol Mfg.
Co. v. Denv. Union Corp., 687 P.2d 1310, 1314 (Colo. 1984)). The meaning of an
ambiguous contract may not be resolved at the motion to dismiss stage. Id. at 1143.
B. The Management Contracts Are Ambiguous as to the Scope of ACACS’s Right to Use the School Names After Termination.
We conclude the Management Contracts are ambiguous. The most relevant
provision is Sentence Five of Section III(R), which states, “[T]he name ‘Ascent
Classical Academy of [location identifier]’ shall be a trade name of the School, and
6 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 7
the School shall have the right to use the same after termination of this Agreement
without additional compensation to ASCENT.” Joint App’x at 96.
The Management Contracts do not further define the scope of ACACS’s post-
termination right to use the School Names. Indeed, the remainder of each Contract is
silent on the issue, including the sections addressing termination and each party’s
rights post-termination. For example, Section VIII(B)(2) provides that each party is
entitled to keep its own assets post-termination, and Section III(Q) provides each
school’s property includes its financial records, education records, and student
records. Id. at 94, 102–03. Both sections are silent as to handling property that is
branded with permutations of the School Names. Accordingly, we focus on the plain
language of Section III(R) to discern the scope of ACACS’s post-termination rights.
The parties agree that Section III(R) grants ACACS some post-termination
right to use the School Names but dispute the scope. ACACS argues the
Management Contracts grant the right to use the School Names and permutations
thereof. Ascent argues the Contracts grant the limited right to use only the precise
full names of each school as recited in Sentence Five. We find both interpretations
reasonable, such that the contract cannot be interpreted as a matter of law at the
motion to dismiss stage.
1. ACACS’s Interpretation Is Reasonable.
ACACS adopts on appeal the district court’s interpretation of the Contracts.
The district court concluded the Management Contracts grant ACACS the right to use
permutations of the School Names post-termination. Its decision is sound and
7 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 8
persuasive. Sentence One of Section III(R) grants ACACS a broad license to use
Ascent’s trade name and trademarks, including the Ascent Marks. The only
restriction to this license is the use limitation: the trade name and trademarks must be
used “to promote and advertise the School.” Id. at 95. Sentences Two and Three
clarify the use limitation and confirm that Sentence One grants only a license to use.
Id. Sentence Four then grants Ascent a contractual right to preapprove any public
display of the trademarks. Id. at 96.
Sentence Five follows these provisions and states: “However, the name
‘Ascent Classical Academy of [location identifier]’ shall be a trade name of the
School, and the School shall have the right to use the same after termination of this
Agreement without additional compensation to ASCENT.” Id. This provision begins
with “however,” which means “in spite of that” and “on the other hand.” However,
Merriam-Webster Dictionary, https://www.merriam-webster.com/dictionary/however
[https://perma.cc/3AKV-E935]. Sentence Five thus stands in contrast to the
preceding four sentences in Section III(R). Sentence Five then identifies the School
Name as a trade name of the School and grants ACACS the right to continue using its
name post-termination regardless of its relationship with Ascent. Unlike the use
limitation in Sentence One, Sentence Five includes no limitation on ACACS’s right
to use the School Name post-termination. As the district court explained, Sentence
Five grants ACACS the “unlimited right to use the identified name. The intention of
[Sentence Five] is clear—regardless of any intellectual property owned by Ascent
discussed previously, it gives ‘the School’ assurance of the right to use its name
8 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 9
regardless of whether or not it continues its relationship with Ascent.” Joint App’x at
209. The right is irrevocable because, as the Management Contracts state, it
continues even “after termination of this Agreement.” Id. at 96. We conclude this
interpretation is reasonable.
Under ACACS’s interpretation, ACACS has a contractual right to use the
School Names and permutations thereof post-termination. Because the Contracts
permit ACACS’s use of the Ascent Marks, Ascent does not have a protectable interest
in the Ascent Marks for the alleged behavior. Accordingly, Ascent fails to state a
viable claim for relief under this interpretation of the Contracts.
2. Ascent’s Interpretation Is Also Reasonable. Ascent argues Section III(R) grants ACACS the limited post-termination right
only to use the School Names in their entirety, without alterations or permutations.
This is also a reasonable interpretation.
Sentence Three states, “The School shall acquire no rights in the ASCENT
[Marks].” Id. at 95. Sentence Five then provides a limited exception for the post-
termination right to use the School Names: “However, the name ‘Ascent Classical
Academy of [location identifier]’ shall be a trade name of the School and the School
shall have the right to use the same after termination of this Agreement without
additional compensation to ASCENT.” Id. at 96.
The relevant statute defines a trade name as “any name used by a person to
identify his or her business or vocation.” 15 U.S.C. § 1127; see also Standard Oil
Co. v. Standard Oil Co., 252 F.2d 65, 71 n.9 (10th Cir. 1958) (“Generally speaking, a
9 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 10
trade-mark is applicable to the vendible commodity to which it is affixed, and a trade
name to a business and its good-will.” (citation modified)). Since the Contracts
identify the School Names as trade names, Section III(R) permits using the School
Names post-termination to identify each specific school.
Quotation marks set the School Name apart from the rest of Sentence Five.
Quotation marks are “used chiefly to indicate the beginning and the end of a
quotation in which the exact phraseology of another or of a text is directly cited.”
Quotation Marks, Merriam Webster’s Dictionary, https://www.merriam-
webster.com/dictionary/quotation%20marks [https://perma.cc/CHS2-DCM3]. The
quotation marks show the parties intended the School Name to be treated as a distinct
unit. Sentence Five merely recognizes that each distinct School Name may be used
as a trade name without infringing the Ascent Marks; it does not convey any further
rights. The Management Contracts do not otherwise include a provision permitting
permutations or alterations of the School Name units. We conclude this
interpretation is also reasonable.
Under Ascent’s interpretation of the Management Contracts, ACACS’s post-
termination right is limited to using the School Names unaltered. The Complaint
alleges ACACS has exceeded its contractual right by using permutations of the
School Names. Because the Contracts do not permit the alleged behavior, Ascent has
a protectable interest in the Ascent Marks. Accordingly, Ascent states viable
trademark claims under this interpretation of the Contracts.
** *
10 Appellate Case: 25-1132 Document: 43-1 Date Filed: 05/07/2026 Page: 11
Because Section III(R) is susceptible to more than one reasonable
interpretation, we conclude the Management Contracts are ambiguous and their
meaning cannot be resolved at the motion to dismiss stage.
We reverse the dismissal of Ascent’s Complaint and remand to the district
court for further proceedings.
Entered for the Court
Robert J. Shelby District Court Judge